Exhibit 10.1


 


Execution
Version


 





 



 


SECOND AMENDMENT


 


TO


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of September 16, 2021


 


among


 


CABOT OIL & GAS CORPORATION,

as Borrower,


 


the Lenders party hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 







 



 






     


     


    

 


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of September 16, 2021, is entered
into among CABOT OIL & GAS CORPORATION, a Delaware corporation (the “Borrower”); certain of the Lenders referred
to below; and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such
capacity, the “Administrative Agent”).


 


R E C I T A L S


 


A.           The
Borrower, the Administrative Agent and the lenders (collectively, the “Lenders”) party hereto are parties to that certain
Second Amended and Restated Credit Agreement dated as of April 22, 2019 (as amended, modified or otherwise supplemented to date,
the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.


 


B.           The
Borrower has requested and Lenders constituting the Majority Lenders have agreed to amend certain provisions of the Credit Agreement as
set forth herein.


 


C.           Now,
therefore, to induce the Administrative Agent and Lenders constituting the Majority Lenders to enter into this Amendment and in consideration
of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


Section 1.          Defined
Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement,
as amended by this Amendment. Unless otherwise indicated, all references to articles or sections in this Amendment refer to articles or
sections of the Credit Agreement.


 


Section 2.         Amendments
to Credit Agreement.


 


2.1          The
Credit Agreement is hereby amended to read as reflected on Exhibit A.


 


2.2          The
schedules to the Credit Agreement are hereby amended by adding Schedule 1.02(c) as reflected on Exhibit B as a new schedule
immediately following Schedule 1.02(b).


 


Section 3.          Conditions
Precedent. This Amendment shall become effective on the date (such date, the “Effective Date”), when each of the
following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):


 


3.1          The
Administrative Agent shall have received from each of the Borrower and Lenders constituting the Majority Lenders, counterparts (in such
number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.


 






     


     


    

 


3.2          The
Administrative Agent, the Arrangers and the Lenders shall have received all commitment, facility and agency fees and all other reasonable
fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all
reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including, without limitation,
the fees and expenses of Simpson Thacher & Bartlett LLP, counsel to the Administrative Agent).


 


3.3          No
Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.


 


3.4          The
Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the merger between Cabot Oil &
Gas Corporation (or a Restricted Subsidiary thereof) and Cimarex Energy Co. shall have been, or substantially concurrently with the Effective
Date shall be, consummated substantially in accordance with the terms of the Agreement and Plan of Merger among Cabot Oil & Gas
Corporation, Double C Merger Sub, Inc. and Cimarex Energy Co. dated as of May 23, 2021.


 


3.5          The
First Amendment Effective Date shall have occurred.


 


3.6          The
Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent of the issuance by Cabot Oil &
Gas Corporation of the New Cabot Notes and the payment by Cabot Oil & Gas Corporation of the other Exchange Consideration, as
applicable, in each case, in exchange for Cimarex Notes accepted for exchange pursuant to the Exchange Offer. For purposes herein, “Exchange
Offer” means Cabot Oil & Gas Corporation’s offer to all eligible holders of Cimarex Energy Co.’s (a) 4.375%
Senior Notes due 2024, (b) 3.90% Senior Notes due 2027 and (c) 4.375% Senior Notes due 2029 (collectively, the “Cimarex
Notes”) to exchange such Cimarex Notes for (i) up to $2,000,000,000 aggregate amount of new notes issued by Cabot (“New
Cabot Notes”) and (ii) cash (collectively, the “Exchange Consideration”).


 


The Administrative Agent is
hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the
satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section or the waiver of such conditions
as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to
the Credit Agreement for all purposes.


 


Section 4.          Miscellaneous.


 


4.1         Confirmation.
The provisions of the Credit Agreement, as amended by this Amendment, shall remain in full force and effect following the effectiveness
of this Amendment. Upon and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
 “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document.


 


4.2         Ratification
and Affirmation; Representations and Warranties. The Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges
its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains
in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after
giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document to which it is
a party are true and correct in all material respects, except to the extent any such representations and warranties are expressly limited
to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects
as of such specified earlier date.


 






    3


     


    

 


4.3           Counterparts.
This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of
this Amendment that is an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted
by a Person with the intent to sign, authenticate or accept such contract or record (an “Electronic Signature”) transmitted
by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective
as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries
or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces
an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that, without
limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually
executed counterpart (in such number as may be reasonably requested by the Administrative Agent).


 


4.4         NO
ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.


 


4.5         GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.6         Payment
of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.


 


4.7         Severability.
Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


4.8         Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 






    4


     


    

 


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


 


	 	CABOT OIL & GAS CORPORATION  
	 	 	 
	 	By:	/s/ Scott C. Schroeder
	 		

    Name:    Scott C. Schroeder

    Title:      Executive Vice President and Chief Financial Officer




 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,


as Administrative Agent, Lender and Issuing Bank 



	 	 	 
	 	By:	/s/ Anson Williams
	 	 	Name:	Anson Williams
	 	 	Title:	Authorized Officer



 






    


     


    

 





	 	BANK OF AMERICA, N.A., 

as Lender






	 	 	 
	 	By:	/s/ Kimberly Miller
	 	 	Name:	Kimberly Miller
	 	 	Title:	Director


 






    


     


    

 





	 	BANK OF MONTREAL,

 as Lender






	 	 	 
	 	By:	/s/ Matthew L. Davis
	 	 	Name:	Matthew L. Davis
	 	 	Title:	Director


 






    


     


    

 





	 	BBVA USA, 

as Lender






	 	 	 
	 	By:	/s/ Julia Barnhill
	 	 	Name:	Julia Barnhill
	 	 	Title:	Vice President


 






    


     


    

 





	 	WELLS FARGO BANK, N.A.,

                    as Lender






	 	 	 
	 	By:	/s/ Edward Pak
	 	 	Name:	Edward Pak
	 	 	Title:	Director


 






    


     


    

 





	 	U.S. BANK NATIONAL ASSOCIATION,

                    as Lender






	 	 	 
	 	By:	/s/ John C. Lozano
	 	 	Name:	John C. Lozano
	 	 	Title:	Senior Vice President


 






    


     


    

 





	 	TORONTO DOMINION (NEW YORK) LLC,

                    as Lender






	 	 	 
	 	By:	/s/ Brian MacFarlane
	 	 	Name:	Brian MacFarlane
	 	 	Title:	Authorized Signatory


 






    


     


    

 





	 	THE BANK OF NOVA SCOTIA,

HOUSTON BRANCH,

                    as Lender






	 	 	 
	 	By:	/s/ Scott Nickel
	 	 	Name:	Scott Nickel
	 	 	Title:	Director


 






    


     


    

 





	 	CITIBANK, N.A.,

                    as Lender






	 	 	 
	 	By:	/s/ Jeff Ard
	 	 	Name:	Jeff Ard
	 	 	Title:	Vice President


 






    


     


    





 


	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,

as Lender




 


		By:	/s/ Jacob W. Lewis
	 	 	Name:    Jacob W. Lewis
	 	 	Title:      Authorized Signatory




 





		By:	/s/
    Donovan C. Broussard
	 	 	Name:    Donovan C. Broussard
	 	 	Title:      Authorized Signatory


 






    


     


    

 





	 	TRUIST BANK, formerly BRANCH BANKING AND TRUST COMPANY,

as
Lender


 





		By:	/s/ James Giordano
	 	 	Name:    James
Giordano
	 	 	Title:      Managing Director


 






    


     


    

 





	 	ROYAL BANK OF CANADA,

as Lender


 





		By:	/s/ Grace Garcia
	 	 	Name:    Grace Garcia
	 	 	Title:      Authorized Signatory



 






    


     


    

 





	 	SUMITOMO MITSUI BANKING CORPORATION,

as Lender


 





		By:	/s/ Jeffrey Cobb
	 	 	Name:    Jeffrey Cobb
	 	 	Title:      Director


 





    


     


    

 





	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Lender
	 	 
	 	By:	/s/ John Engel
	 	 	Name:    John Engel
	 	 	Title:      Senior Vice President



 






    


     


    

 








	 	KEYBANK NATIONAL ASSOCIATION,
	 	as Lender
	 	 
	 	By:	/s/ David Bornstein
	 	 	Name:    David Bornstein
	 	 	Title:      Senior Vice President



 






    


     


    

 





	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as Lender
	 	 
	 	By:	/s/ Christopher Kuna
	 	 	Name:    Christopher Kuna
	 	 	Title:      Senior Director



 






    


     


    

 


Exhibit A


 




Execution
Version


 


 






 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of April 22, 2019


 


among


 


CABOT OIL & GAS CORPORATION,

as Borrower,


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,


 


and


 


The Lenders Party Hereto


 





 



 


JPMORGAN CHASE BANK, N.A.

Merrill Lynch, Pierce, Fenner & Smith Incorporated,


as Joint Lead Arrangers and Joint Bookrunners


 


Merrill
Lynch, Pierce, Fenner & Smith Incorporated,


as Syndication Agent


 


BANK OF MONTREAL,


THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,


CITIBANK, N.A.,


COMPASS BANK,


TORONTO DOMINION (NEW YORK) LLC,


U.S. BANK NATIONAL ASSOCIATION,


WELLS FARGO BANK, N.A.,

as Documentation Agents


 


 






 














    


     


    

 


TABLE
OF CONTENTS


 


Page


 





	ARTICLE I	 
	Definitions and Accounting Matters	 
	 	 
	Section 1.01	Terms Defined Above	1
	Section 1.02	Certain Defined Terms	1
	Section 1.03	Types of Loans and Borrowings	32
	Section 1.04	Terms Generally; Rules of Construction	32
	Section 1.05	Accounting Terms and Determinations; GAAP	32
	Section 1.06	Interest Rates; LIBOR Notification	33
	 	 	 
	ARTICLE II	 
	The Credits	 
	 	 
	Section 2.01	Commitments	33
	Section 2.02	Loans and Borrowings	34
	Section 2.03	Requests for Borrowings	35
	Section 2.04	Interest Elections	36
	Section 2.05	Funding of Borrowings	37
	Section 2.06	Termination, Reduction and Increase of Aggregate Maximum Credit Amounts	37
	Section 2.07	[Reserved]	39
	Section 2.08	Letters of Credit	40
	 	 	 
	ARTICLE III	 
	Payments of Principal and Interest; Prepayments; Fees	 
	 	 
	Section 3.01	Repayment of Loans	44
	Section 3.02	Interest	44
	Section 3.03	Alternate Rate of Interest	46
	Section 3.04	Prepayments	48
	Section 3.05	Fees	49
	Section 3.06	Extension of Maturity Date	50
	 	 	 
	ARTICLE IV	 
	Payments; Pro Rata Treatment; Sharing of Set-offs	 
	 	 
	Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	51
	Section 4.02	Presumption of Payment by the Borrower	52
	Section 4.03	Defaulting Lender	52
	 	 	 
	ARTICLE V	 
	Increased Costs; Break Funding Payments; Taxes	 
	 	 
	Section 5.01	Increased Costs	55
	Section 5.02	Break Funding Payments	56
	Section 5.03	Taxes	56
	Section 5.04	Mitigation Obligations; Replacement of Lenders	59
	 	 	 
	ARTICLE VI	 
	Conditions Precedent	 
	 	 
	Section 6.01	Effective Date	60
	Section 6.02	Each Credit Event	61



 






    i


     


    

 


	ARTICLE VII	 
	Representations and Warranties	 
	 	 
	Section 7.01	Organization; Powers	62
	Section 7.02	Authority; Enforceability	62
	Section 7.03	Approvals; No Conflicts	63
	Section 7.04	Financial Condition; No Material Adverse Change	63
	Section 7.05	Litigation	63
	Section 7.06	Environmental Matters	63
	Section 7.07	Compliance with the Laws and Agreements: No Defaults	64
	Section 7.08	Investment Company Act	64
	Section 7.09	Taxes	64
	Section 7.10	ERISA	64
	Section 7.11	Disclosure; No Material Misstatements	65
	Section 7.12	Insurance	65
	Section 7.13	Subsidiaries	65
	Section 7.14	Location of Business and Offices	65
	Section 7.15	[Reserved]	66
	Section 7.16	[Reserved]	66
	Section 7.17	[Reserved]	66
	Section 7.18	Use of Loans and Letters of Credit	66
	Section 7.19	Solvency	66
	Section 7.20	Ranking of Obligations	66
	Section 7.21	Anti-Corruption Laws and Sanctions	66
	Section 7.22	Affected Financial Institutions	66
	 	 	 
	ARTICLE VIII	 
	Affirmative Covenants	 
	 	 
	Section 8.01	Financial Statements; Other Information	67
	Section 8.02	Notices of Material Events	69
	Section 8.03	Existence: Conduct of Business	69
	Section 8.04	Payment of Taxes	69
	Section 8.05	Operation and Maintenance of Properties	69
	Section 8.06	Insurance	70
	Section 8.07	Books and Records; Inspection Rights	70
	Section 8.08	Compliance with Laws	70
	Section 8.09	Environmental Matters	70
	Section 8.10	Further Assurances	71
	Section 8.11	[Reserved]	71
	Section 8.12	Additional Guarantors	71
	Section 8.13	ERISA Compliance	71
	Section 8.14	Unrestricted Subsidiaries	72
	 	 	 
	ARTICLE IX	 
	Negative Covenants	 
	 	 
	Section 9.01	Financial Covenants	72
	Section 9.02	Debt	72
	Section 9.03	Liens	73
	Section 9.04	Dividends, Distributions and Redemptions; Repayment of Permitted Senior Notes	74
	Section 9.05	Investments, Loans and Advances	74



 






    ii


     


    

 


	Section 9.06	Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries	76
	Section 9.07	Nature of Business	76
	Section 9.08	Use of Proceeds	76
	Section 9.09	ERISA Compliance	77
	Section 9.10	Mergers, Etc.	77
	Section 9.11	Sale of Properties	78
	Section 9.12	Environmental Matters	78
	Section 9.13	Transactions with Affiliates	78
	Section 9.14	Subsidiaries	78
	Section 9.15	Dividend Restrictions	79
	Section 9.16	Swap Agreements	79
	 	 	 
	ARTICLE X	 
	Events of Default; Remedies	 
	 	 
	Section 10.01	Events of Default	79
	Section 10.02	Remedies	81
	 	 	 
	ARTICLE XI	 
	The Agents	 
	 	 
	Section 11.01	Appointment; Powers	82
	Section 11.02	Duties and Obligations of Administrative Agent	82
	Section 11.03	Action by Administrative Agent	83
	Section 11.04	Reliance by Administrative Agent	84
	Section 11.05	Subagents	84
	Section 11.06	Resignation of Administrative Agent	84
	Section 11.07	Agents as Lenders	85
	Section 11.08	No Reliance	86
	Section 11.09	Administrative Agent May File Proofs of Claim	87
	Section 11.10	The Arrangers, the Documentation Agents and the Syndication Agent	87
	Section 11.11	Posting of Communications	87
	Section 11.12	Certain ERISA Matters	88
	Section 11.13	No Third Party Beneficiaries	89
	 	 	 
	ARTICLE XII	 
	Miscellaneous	 
	 	 
	Section 12.01	Notices	89
	Section 12.02	Waivers; Amendments	90
	Section 12.03	Expenses, Indemnity; Damage Waiver	92
	Section 12.04	Successors and Assigns	94
	Section 12.05	Survival; Revival; Reinstatement	97
	Section 12.06	Counterparts; Integration; Effectiveness	97
	Section 12.07	Severability	98
	Section 12.08	Right of Setoff	98
	Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL	99
	Section 12.10	Headings	100
	Section 12.11	Confidentiality	100
	Section 12.12	Interest Rate Limitation	100
	Section 12.13	EXCULPATION PROVISIONS	101



 






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	Section 12.14	No Third Party Beneficiaries	101
	Section 12.15	USA Patriot Act Notice	101
	Section 12.16	Most Favored Lender	102
	Section 12.17	Material Non-Public Information	102
	Section 12.18	No Fiduciary Duty, etc	103
	Section 12.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	104
	Section 12.20	Acknowledgment Regarding Any Supported QFCs	104



 





	Annex
	 
	 	Annex I – List of Maximum Credit Amounts
	 	 
	Schedules
	 
	 	Schedule 1.02 – Existing Letters of Credit
	 	Schedule 1.02(b)  – Existing Permitted Senior Notes
	 	Schedule 1.02(c) – Assumed Letters of Credit
	 	Schedule 7.05 – Litigation
	 	Schedule 7.06 – Environmental Matters
	 	Schedule 7.13 – Subsidiaries
	 	Schedule 7.16 – Advance Payment Contracts
	 	Schedule 7.17 – Swap Agreements
	 	Schedule 9.03 – Liens
	 	Schedule 9.05 – Investments
	 	 
	Exhibits
	 
	 	Exhibit A – Form of Note
	 	Exhibit B – Form of Borrowing Request
	 	Exhibit C – Form of Interest Election Request
	 	Exhibit D – Form of Compliance Certificate
	 	Exhibit E – Opinion of Baker Botts L.L.P.
	 	Exhibit F – Form of Assignment and Assumption
	 	Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate
	 	Exhibit G-2 – Form of Additional Lender Certificate


 






    iv


     


    





 


THIS SECOND AMENDED AND RESTATED
CREDIT AGREEMENT dated as of April 22, 2019, is among: Cabot Oil & Gas Corporation, a corporation duly formed and existing
under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan
Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Administrative Agent”).


 


RECITALS


 


A.            The
Borrower, the Administrative Agent and the lenders party thereto previously entered into that certain Amended and Restated Credit Agreement,
dated as of September 22, 2010, as amended by that certain First Amendment dated as of May 4, 2012, that certain Second Amendment
dated as of July 18, 2012, that certain Third Amendment dated as of April 17, 2015, that certain Fourth Amendment dated as of
December 31, 2015, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified prior
to the date hereof (the “Existing Credit Agreement”).


 


B.            The
Borrower has requested that the Lenders amend and restate the Existing Credit Agreement and to provide certain loans to and extensions
of credit on behalf of the Borrower subject to the terms and conditions of this Agreement.


 


C.            The
Lenders have agreed to amend and restate the Existing Credit Agreement and to make such loans and extensions of credit subject to the
terms and conditions of this Agreement.


 


D.            In
consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:


 


ARTICLE I

Definitions and Accounting Matters


 


Section 1.01     Terms
Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.


 


Section 1.02     Certain
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.


 


“Additional Lender”
has the meaning assigned such term in Section 2.06(c)(i).


 


“Additional Lender
Certificate” has the meaning assigned such term in Section 2.06(c)(ii)(F).


 


“Additional Provision”
has the meaning assigned such term in Section 12.16.


 


“Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/100 of 1%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 



     


     


    

 


“Advance Payment
Contract” means (a) any production payment (whether volumetric or dollar denominated) granted or sold by any Person payable
from a specified share of proceeds received from production from specified Oil and Gas Properties, together with all undertakings and
obligations in connection therewith or (b) any contract whereby any Person receives or becomes entitled to receive (either directly
or indirectly) any payment as consideration for (i) Hydrocarbons produced or to be produced from Oil and Gas Properties owned by
such Person or its Affiliates in advance of the delivery of such Hydrocarbons (and regardless of whether such Hydrocarbons are actually
produced or actual delivery is required) to or for the account of the purchaser thereof or (ii) a right or option to receive such
Hydrocarbons (or a cash payment in lieu of such Hydrocarbons); provided that inclusion of customary and standard “take or
pay” provisions in any gas sales or purchase contract or any other similar contract shall not, in and of itself, cause such contract
to constitute an Advance Payment Contract for the purposes of this definition.


 


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


 


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


 


“Agent Indemnitee”
has the meaning assigned such term in Section 12.03(c).


 


“Agents”
means, collectively, the Administrative Agent, the Syndication Agent and the Documentation Agents; and “Agent” shall mean
either the Administrative Agent, the Syndication Agent or the Documentation Agents, as the context requires.


 


“Aggregate Maximum
Credit Amounts” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be increased, reduced or terminated
pursuant to Section 2.06.


 


“Agreement”
means this Second Amended and Restated Credit Agreement, as the same may from time to time be amended, restated, amended and restated,
supplemented, or otherwise modified.


 


“Alternate Base Rate”
means for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate
for a one month Interest Period on such day (or, if such day is not a Business Day, the next preceding Business Day) plus 1.0%; provided
that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen
Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such
day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or such Adjusted LIBO Rate shall be effective
as of the opening of business on the day of such change in the Prime Rate, the NYFRB Rate or such Adjusted LIBO Rate, respectively. If
the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 3.03, then the Alternate Base Rate
shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall
be deemed to be 1.00% for purposes of this Agreement.


 


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


 



    2


     


    

 


“Applicable Margin”
means, for any day, with respect to any ABR Loan or Eurodollar Loan, as the case may be,


 


(a)             at
any time other than during an Investment Grade Period (such period, the “Leverage Ratio Period”), for any day,
with respect to any ABR Loan or Eurodollar Loan, as applicable, the rate per annum set forth in the grid below based upon the Leverage
Ratio in effect on such day:


 


	






	Leverage
    Ratio Grid
	Leverage Ratio	 	<1.0x	 	 	>1.0x and


    < 2.0x	 	 	>2.0x and


    < 3.0x	 	 	>3.0x	 
	ABR Loans	 	 	0.500	%	 	 	0.750	%	 	 	1.000	%	 	 	1.250	%
	Eurodollar Loans	 	 	1.500	%	 	 	1.750	%	 	 	2.000	%	 	 	2.250	%
	Commitment Fee Rate	 	 	0.300	%	 	 	0.375	%	 	 	0.375	%	 	 	0.425	%





 


and


 


(b)            at
any time during an Investment Grade Period, for any day, with respect to any ABR Loan or Eurodollar Loan, as applicable, the rate
per annum set forth in the grid below based upon the Applicable Rating Level in effect on such day:


 





	Applicable
    Rating Level Grid
	Applicable Rating Level	 	>Baa1 / BBB+ (“Level I”)	 	 	Baa2 / BBB
 (“Level II”)
	 	 	Baa3 / BBB-
 (“Level III”)
	 	 	<Ba1 / BB+ 
(“Level IV”)	 
	ABR Loans	 	 	0.125	%	 	 	0.250	%	 	 	0.500	%	 	 	0.750	%
	Eurodollar Loans	 	 	1.125	%	 	 	1.250	%	 	 	1.500	%	 	 	1.750	%
	Commitment Fee Rate	 	 	0.125	%	 	 	0.175	%	 	 	0.200	%	 	 	0.275	%





 


“Applicable Parties”
has the meaning assigned such term in Section 11.11(c).


 


“Applicable Percentage”
means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amounts represented by such Lender’s Maximum Credit
Amount as such percentage is set forth on Annex I; provided that, in the case of Section 4.03 when a Defaulting
Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Maximum Credit Amounts (disregarding
any Defaulting Lender’s Maximum Credit Amount) as such percentage is set forth on Annex I and as may be adjusted to disregard
any Defaulting Lender’s Maximum Credit Amount. If the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to any assignments, giving effect to any assignments and
to any Lender’s status as a Defaulting Lender at the time of determination.


 


“Applicable Rating
Level” means, for any day during any Investment Grade Period, the rate per annum set forth in the Applicable Rating Level
Grid based on the higher of the ratings by Moody’s or S&P, respectively, applicable on such day to the Index Debt. For purposes
of the foregoing, if the ratings established by Moody’s or S&P for the Index Debt shall be changed (other than as a result of
a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced
by the applicable Rating Agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative
Agent and the Lenders. Each change in the Applicable Rating Level shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s
or S&P shall change, or if either such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend these terms to reflect such changed rating system or the unavailability of ratings
from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Rating Level shall be determined by reference
to the rating most recently in effect prior to such change or cessation.


 



    3


     


    

 


“Applicable Rating
Level Grid” means the pricing grid set forth under clause (b) of the definition of Applicable Margin.


 


“Approved Electronic
Platform” has the meaning assigned such term in Section 11.11(a).


 


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


 


“Approved Petroleum
Engineers” means (a) Miller and Lents, Ltd., (b) Netherland, Sewell & Associates, Inc., (c) Ryder
Scott Company Petroleum Consultants, L.P. and (d) any other independent petroleum engineers reasonably acceptable to the Administrative
Agent.


 


“Arrangers”
means JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer
wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’
investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), together
with their respective designated Affiliates.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit F or any other form approved
by the Administrative Agent.


 


“Assumed Letters
of Credit” means those certain letters of credit listed on Schedule 1.02(c).


 


“Availability Period”
means the period from and including the Effective Date to but excluding the Termination Date.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 3.03.


 


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


 


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


 



    4


     


    

 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment
or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result
solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or
instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark”
means, initially, the LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election
or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the
LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such
Benchmark Replacement has replaced such prior benchmark rate pursuant to clause ‎(b) or clause ‎(c) of
 ‎Section 3.03.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that in the case of an Other Benchmark Rate Election, “Benchmark
Replacement” shall mean the alternative set forth in (3) below:


 


(1)            the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)            the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)            the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar denominated
syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the
case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark
Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Borrower shall be the term benchmark rate that
is used in lieu of a LIBOR-based rate in the relevant other dollar-denominated syndicated credit facilities; provided further that,
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall
revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth
in clause (1) of this definition (subject to the first proviso above).


 



    5


     


    

 


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed
to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent:


 


(a)            the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be
effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with
the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or
(ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar denominated
syndicated credit facilities at such time;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 



    6


     


    

 


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


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date;


 


(3)            in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the
Lenders and the Borrower pursuant to ‎Section 3.03(c); or


 


(4)            in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has
not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election
or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election
or an Other Benchmark Rate Election, a applicable, from Lenders comprising the Majority Lenders.


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the
case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein
with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


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


 


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


 



    7


     


    

 


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


 







(3)            a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a
specified future date will no longer be, representative.


 


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


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 3.03
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any Loan Document in accordance with ‎Section 3.03.


 


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


 


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


 


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


 


“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.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.


 


“Borrowing”
means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form
of Exhibit B or any other form approved by the Administrative Agent.


 



    8


     


    

 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Houston, Texas are authorized
or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of
or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to
any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks are
open for dealings in dollar deposits in the London interbank market.


 


“Capitalization”
means the sum, at any time outstanding and without duplication, of (a) Total Debt plus (b) Stockholders’ Equity.


 


“Capital Lease Obligations”
means, with respect to a specified Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) Property, or a combination thereof, which obligations are required to be classified and accounted for as Capital
Leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Capital Leases”
means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases
on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any “person” or “group”
(as such terms are defined in the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries,
and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of Equity Interests
representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower
entitled to vote generally in the election of directors of the Borrower or (b) during any period of 12 consecutive months, the occupation
of a majority of the seats (excluding vacant seats) on the board of directors of the Borrower by persons who were neither (i) nominated
by the board of directors of the Borrower or a duly authorized committee thereof nor (ii) appointed or approved by directors so nominated.


 


“Change in Law”
means (a) the adoption of or taking effect of any law, rule, regulation or treaty after the date of this Agreement, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(b),
by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.
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.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor statute.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment
may be (a) modified from time to time pursuant to Section 2.06 and (b) modified from time to time pursuant to assignments
by or to such Lender pursuant to Section 12.04(b).


 



    9


     


    

 


“Commitment Fee Rate”
means, (a) for any day during any Leverage Ratio Period, the rate per annum set forth in the “Leverage Ratio Grid”
based upon the Leverage Ratio in effect on such day and (b) for any day during an Investment Grade Period, the rate per annum
set forth in the “Applicable Rating Level Grid” based upon the Applicable Rating Level in effect on such day.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute, and any regulations promulgated thereunder.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower
or any Guarantor pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or any Issuing Bank by means of electronic communications pursuant to this Agreement, including through an Approved Electronic
Platform.


 


“Consolidated EBITDAX”
means, for any period, the sum of (a) Consolidated Net Income of the Borrower and its Subsidiaries for such period, plus (b) the
following expenses or charges, without duplication and to the extent deducted in calculating such Consolidated Net Income for such period:
(i) Consolidated Interest Expense, (ii) income and franchise taxes, (iii) depreciation, depletion, amortization, exploration
and abandonment expenses, and intangible drilling costs, (iv) lease impairment expenses; (v) extraordinary losses (or less extraordinary
gains) attributable to writeups or writedowns of assets, including ceiling test writedown and impairments of long-lived assets and (vi) other
noncash charges, minus (c) all noncash income added to Consolidated Net Income; provided that Consolidated EBITDAX (and any
defined term used herein) for any applicable period shall be calculated on a pro forma basis for any acquisitions or dispositions
during such period, as if such acquisition or disposition had occurred on the first day of such period.


 


“Consolidated Interest
Expense” means, for any period, the interest expense of the Borrower and its Consolidated Subsidiaries determined for such period
in accordance with GAAP.


 


“Consolidated Net
Income” means, with respect to the Borrower and the Consolidated Restricted Subsidiaries, for any period, the aggregate of the
net income (or loss) of the Borrower and the Consolidated Restricted Subsidiaries after allowances for taxes for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise
included therein) the following: (a) the net income of any Person in which the Borrower or any Consolidated Restricted Subsidiary
has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower
and the Consolidated Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions
actually paid in cash during such period by such other Person to the Borrower or to a Consolidated Restricted Subsidiary, as the case
may be; (b) the net income (but not loss) during such period of any Consolidated Restricted Subsidiary to the extent that the declaration
or payment of dividends or similar distributions or transfers or loans by that Consolidated Restricted Subsidiary is not at the time permitted
by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Restricted
Subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income (or loss)
of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (d) any extraordinary
gains or losses during such period and (e) any gains or losses attributable to writeups or writedowns of assets, including ceiling
test writedowns and impairments of long-lived assets; and provided further that if the Borrower or any Consolidated Restricted
Subsidiary shall acquire or dispose of any Property during such period or a Subsidiary shall be redesignated as either an Unrestricted
Subsidiary or a Restricted Subsidiary, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition,
disposition or redesignation, as if such acquisition, disposition or redesignation had occurred on the first day of such period.


 



    10


     


    

 


“Consolidated Net
Tangible Assets” means at any date of determination, the total amount of assets of the Borrower and its Subsidiaries (less applicable
depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts under
GAAP) after deducting therefrom:


 


(a)            all
current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the obligor
thereon to a time more than twelve (12) months after the time as of which the amount thereof is being computed, and (ii) current
maturities of Total Debt);


 


(b)            the
value of all goodwill, trade names, trademarks, patents, and other like intangible assets,


 


all as set forth on the Borrower’s
consolidated balance sheet as of a date no earlier than the date of the Borrower’s latest available annual or quarterly consolidated
financial statements prepared in accordance with GAAP.


 


“Consolidated Restricted
Subsidiaries” means any Restricted Subsidiaries that are Consolidated Subsidiaries.


 


“Consolidated Subsidiaries”
means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall
be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.


 


“Consolidated Total
Assets” means, as of any date, the assets and properties of the Borrower and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided, however, that Consolidated Total Assets shall be determined without giving effect
to non-cash charges associated with successful efforts impairment test accounting or other similar tests resulting in non-cash charges.


 


“Consolidated Unrestricted
Subsidiaries” means any Unrestricted Subsidiaries that are Consolidated Subsidiaries.


 


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


 


“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


“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


 



    11


     


    

 


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


 


“Covered Party”
has the meaning assigned to such term in Section 12.20.


 


“Credit Party”
means the Administrative Agent, each Issuing Bank or any other Lender.


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Debt”
means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced
by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether
contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable
and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services (but
excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue
by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any
such obligations to the extent payable in Equity Interests of the Borrower (other than Disqualified Capital Stock)); (d) all obligations
under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition)
of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on
any Property of such Person, whether or not such Debt is assumed by such Person (excluding any Limited Recourse Stock Pledge); (g) all
Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures
a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and
the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain
or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations
to deliver commodities, goods or services, including Hydrocarbons, in consideration of one or more advance payments, other than gas balancing
arrangements in the ordinary course of business; (j) obligations to pay for goods or services even if such goods or services are
not actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement,
by operation of law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; and
(m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or
indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above to the
extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of
such Person under GAAP. Notwithstanding the foregoing, in connection with the purchase by the Borrower or any Restricted Subsidiary of
any Person, asset or business, the term “Debt” will exclude post-closing payment adjustments to which the seller may become
entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such
Person, asset or business after the closing; provided, however, that, at the time of closing, the amount of any such payment
is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.


 


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


 



    12


     


    

 


“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.


 


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


 


“Disqualified Capital
Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which
it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity
Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible
or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified
Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one days after the earlier
of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding
and all of the Commitments are terminated, provided, however, that any Equity Interest that would not constitute a Disqualified Capital
Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Equity Interest upon
the occurrence of a “change of control” occurring prior to the date that is ninety-one (91) days after the Maturity Date shall
not constitute a Disqualified Capital Stock if:


 


(i)            the
 “change of control” provisions applicable to such Equity Interest are not more favorable to the holders of such Equity Interest
than the Change in Control provisions of this Agreement; and


 


(ii)            any
such requirement only becomes operative after either (A) any Event of Default resulting from such Change in Control is waived or
(B) the Revolving Credit Exposures are paid in full in cash and the Commitments terminated.


 


Notwithstanding the preceding
sentence, only the portion of such Equity Interest which so matures or is mandatorily redeemable or is so convertible or exchangeable
prior to the date that is ninety-one (91) days after the Maturity Date shall be so deemed a Disqualified Capital Stock.


 


“Dividing Person”
has the meaning assigned such term in the definition of “Division”.


 



    13


     


    

 


“Division”
means 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.


 


“Division Successor”
means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or
obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains
any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.


 


“Documentation Agents”
means Bank of Montreal, The Bank of Nova Scotia, Houston Branch, Citibank, N.A., Compass Bank, Toronto Dominion (New York) LLC, U.S. Bank
National Association and Wells Fargo Bank, N.A., each as documentation agent for the Lenders, together with their respective successors
in such capacity.


 


“dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Restricted Subsidiary that is organized under the laws of the United States of America or any state thereof or the District
of Columbia.


 


“Early Opt-in Election”
means, if the then current Benchmark is LIBO Rate, the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five (5) currently outstanding dollar denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark
rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2)            the
joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision, as applicable, by
the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


“EEA Financial Institution”
means (a) any institution 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 institution established in an EEA Member Country which is a subsidiary of an institution described in clauses
(a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02).


 



    14


     


    

 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Environmental Laws”
means any and all Governmental Requirements pertaining in any way to health, safety, the environment, the preservation or reclamation
of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions
in which the Borrower or any Restricted Subsidiary is conducting, or at any time has conducted, business, or where any Property of the
Borrower or any Restricted Subsidiary is located, including, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended,
the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act,
as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended,
the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act
of 1986, as amended, the Hazardous Materials Transportation Law, as amended, and other environmental conservation or protection Governmental
Requirements.


 


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


 


“Environmental Permit”
means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued
pursuant to applicable Environmental Laws.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any such Equity Interest (but excluding any debt security that is convertible into, or exchangeable for, Equity Interests).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, and
any successor statute.


 


“ERISA Affiliate”
means each trade or business (whether or not incorporated) which together with the Borrower would be deemed to be a “single employer”
within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.


 


“ERISA Event”
means (a) a “reportable event” described in section 4043 of ERISA with respect to a Plan or a controlled group member,
as applicable, for which the reporting requirements have not been waived, (b) the withdrawal of the Borrower, a Subsidiary or any
ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of
ERISA, except as provided in section 4062(e) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment
of a Plan amendment as a termination under section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC,
(e) receipt of a notice of withdrawal liability pursuant to section 4202 of ERISA, (f) the failure of a Plan to meet the minimum
funding standards under section 430 of the Code or section 303 of ERISA (determined without regard to any waiver of funding provisions
therein), (g) the Borrower, a Subsidiary or any ERISA Affiliate incurs a withdrawal liability under Subtitle E of Title IV of ERISA
with respect to a Multiemployer Plan or (h) any other event or condition which constitutes grounds under section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan.


 



    15


     


    





 


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


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
has the meaning assigned such term in Section 10.01.


 


“Excepted Liens”
means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested
in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection
with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which
are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained
in accordance with GAAP; (c) statutory landlord’s Liens, operators’, vendors’, carriers’, warehousemen’s,
repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by
operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and
Gas Properties each of which is in respect of obligations that are not more than sixty (60) days delinquent or which are being contested
in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual
Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements,
oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization
and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing
agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and
recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements
which are usual and customary in the oil and gas business and are for claims which are not more than sixty (60) days delinquent or which
are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP,
provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien
for the purposes for which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property
subject thereto; (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights
of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution,
provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the
depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by Borrower or
any of its Restricted Subsidiaries to provide collateral to the depository institution; (f) easements, restrictions, servitudes,
permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any Restricted Subsidiary for the purpose
of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals
or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not
secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which
such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (g) Liens
on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return
of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred
in the ordinary course of business and (h) judgment and attachment Liens not giving rise to an Event of Default; provided,
that the term “Excepted Liens” shall not include any Lien securing Debt for borrowed money.


 






    	 	16	 



     


    

 


“Excluded Taxes”
means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), franchise Taxes and branch profits Taxes
imposed on it by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal
office or, in the case of the Lender, its applicable lending office in such jurisdiction, (b) Other Connection Taxes, (c) any
U.S. federal withholding Tax imposed pursuant to a law in effect at the time such Person becomes a party hereto (or designates a new lending
office other than pursuant to a request by the Borrower under Section 5.04(a)), except to the extent that such Person (or
its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts
with respect to such withholding Tax pursuant to Section 5.03(a), (d) any withholding Tax resulting from a Person’s
failure to comply with Section 5.03(d) and (e) any Taxes imposed under FATCA.


 


“Existing Credit
Agreement” has the meaning set forth in the Recitals.


 


“Existing Letters
of Credit” means those certain letters of credit listed on Schedule 1.02.


 


“Existing Maturity
Date” has the meaning assigned such term in Section 3.06(a).


 


“Extending Lender”
has the meaning assigned such term in Section 3.06(b)(ii).


 


“Extension Request”
means a written request from the Borrower to the Administrative Agent requesting an extension of the Maturity Date pursuant to Section 3.06.


 


“FATCA”
means Section 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 regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 


“FCA” has
the meaning assigned to such term in Section 1.06.


 


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


 


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


 


“Financial Officer”
means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise
specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.


 


“Financial Statements”
means the financial statement or statements of the Borrower and its Consolidated Subsidiaries referred to in Section 7.04(a).


 






    	 	17	 



     


    

 


“First
Amendment Effective Date” means the Effective Date (as defined in that certain First Amendment to Second Amended and Restated
Credit Agreement dated as of June 17, 2021 among the Borrower, the Lenders party thereto and the Administrative Agent).


 





“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.


 


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


 


“Foreign Subsidiary”
means any Restricted Subsidiary that is not a Domestic Subsidiary.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and
conditions set forth in Section 1.05.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Governmental Requirement”
means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate,
license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental
Authority.


 


“Guarantors”
means each Restricted Subsidiary that guarantees the Indebtedness pursuant to the Guaranty Agreement or otherwise in accordance with Section 8.12.


 


“Guaranty Agreement”
means an agreement executed by the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent, unconditionally
guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time.


 


“Hazardous Material”
means any substance regulated or as to which liability might arise under any applicable Environmental Law including: (a) any chemical,
compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,”
 “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely
hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning
or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil,
oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos
or asbestos containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.


 


“Hydrocarbon Interests”
means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or
other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and
production payment interests, including any reserved or residual interests of whatever nature.


 


“Hydrocarbons”
means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and
all products refined or separated therefrom.


 






    	 	18	 



     


    

 


“Impacted Interest
Period” has the meaning assigned such term in the definition of “LIBO Rate”,


 





“Indebtedness”
means any and all amounts owing or to be owing by the Borrower, any Restricted Subsidiary or any Guarantor (whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising): (a) to
the Administrative Agent, any Issuing Bank or any Lender under any Loan Document and (b) all renewals, extensions and/or rearrangements
of any of the above.


 


“Indemnified Taxes”
means Taxes other than Excluded Taxes.


 


“Index Debt”
means the senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person (other
than the Guarantors) or subject to any other credit enhancement.


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a holding company, investment vehicle or
trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (d) the Borrower or
any of its Affiliates; provided that, with respect to clause (c), such holding company, investment vehicle or trust shall
not constitute an Ineligible Institution if it (i) has not been established for the primary purpose of acquiring any Loans or Commitments,
(ii) is managed by a professional advisor, who is not such natural person, having significant experience in the business of making
or purchasing commercial loans, and (iii) has assets greater than $25,000,000 and a significant part of its activities consist of
making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.


 


“Initial Reserve
Report” means the report prepared by or under the supervision of the chief engineer of the Borrower with respect to certain
Oil and Gas Properties of the Borrower and its Restricted Subsidiaries as of December 31, 2018.


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04, which
shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the
Maturity Date and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each
day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period and the Maturity Date.


 


“Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months) thereafter,
as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to
a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such Borrowing.


 






    	 	19	 



     


    

 


“Interpolated Rate”
means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen
Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to
the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the
LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period
(for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.


 





“Investment”
means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests
of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned
by the Person entering into such short sale and pursuant to any merger with, or as a Division Successor pursuant to the Division of, any
Person that was not a Wholly-Owned Subsidiary prior to such merger or Division); (b) the making of any deposit with, or advance,
loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest
in, or other extension of credit to, any other Person (including pursuant to any merger with, or as a Division Successor pursuant to the
Division of, any Person that was not a Wholly-Owned Subsidiary prior to such merger or Division and the purchase of Property from another
Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such
advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies
sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions) of
Property of another Person that constitutes a business unit or (d) the entering into of any guarantee of, or other contingent obligation
(including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication)
any amount committed to be advanced, lent or extended to such Person. “Investment” shall not include any purchase price adjustment
which may be due a seller to the extent such obligation is not “Debt” of the buyer.


 


“Investment Grade
Election” has the meaning assigned such term in Section 3.02(f)(iii).


 


“Investment Grade
Period” means any period commencing with the date the Borrower delivers an Investment Grade Election to the Administrative Agent,
and ending on the earlier to occur of (a) the date the Borrower delivers a Leverage Ratio Election to the Administrative Agent, and
(b) the first date following the beginning of any Investment Grade Period on which the Borrower receives both (i) an Index Debt
rating from Moody’s that is lower than Ba1 (or no Index Debt rating from Moody’s) and (ii) an Index Debt rating from
S&P that is lower than BB+ (or no Index Debt rating from S&P).


 


“Issuing Bank”
means JPMorgan and any other Lender that agrees to act as an Issuing Bank, each in its capacity as the issuer of Letters of Credit hereunder,
and its successors in such capacity as provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate. With respect to the Existing Letters of Credit, the term
 “Issuing Bank” means the issuing bank listed on Schedule 1.02 with respect to such Existing Letter of Credit. Each
reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference
to the relevant Issuing Bank with respect thereto.


 


“LC Commitment”
at any time means twenty-five million dollars ($25,000,000).


 


“LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 






    	 	20	 



     


    

 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lenders”
means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption, and any Person that shall have become
a party hereto as an Additional Lender pursuant to Section 2.06(c).


 


“Letter of Credit”
means any letter of credit issued (or, in the case of the Assumed Letters of Credit, deemed issued) pursuant to this Agreement and shall
include the Existing Letters of Credit.


 


“Letter of Credit
Agreements” has the meaning assigned it in Section 2.08(b).


 


“Leverage Ratio”
means, as of the last day of each fiscal quarter of the Borrower, the ratio of (a) Ratio Debt and Other Liabilities as of the last
day of such fiscal quarter to (b) Consolidated EBITDAX for the period of four consecutive fiscal quarters ending on the last day
of such fiscal quarter.


 


“Leverage Ratio Election”
has the meaning assigned such term in Section 3.02(f)(iii).


 


“Leverage Ratio Grid”
means the pricing grid set forth under clause (a) of the definition of Applicable Margin.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark
Administration (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period
as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear
on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion; in each case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be
deemed to be zero for the purposes of this Agreement; provided further that if the LIBO Screen Rate shall not be available at such
time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate; provided
that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“LIBO Screen Rate”
has the meaning assigned such term in the definition of LIBO Rate.


 


“Lien”
means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but
not limited to the lien or security interest arising from a deed of trust, mortgage, encumbrance, pledge, security agreement, conditional
sale or trust receipt or a lease, consignment or bailment for security purposes.


 


“Limited Recourse
Stock Pledge” means the pledge of the Equity Interests in any joint venture or any Unrestricted Subsidiary to secure Non-Recourse
Debt of such joint venture or Unrestricted Subsidiary, which pledge is made by a Restricted Subsidiary, the activities of which are limited
to making and managing Investments, and owning Equity Interests, in such joint venture or Unrestricted Subsidiary, but only for so long
as its activities are so limited.


 






    	 	21	 



     


    

 


“Loan Documents”
means this Agreement, the Notes, the Letter of Credit Agreements, the Letters of Credit and the Guaranty Agreement, if any.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Majority Lenders”
means, subject to Section 4.03, at any time while no Loans or LC Exposure is outstanding, Lenders having more than fifty percent
(50.0%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding more than
fifty percent (50.0%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit (without
regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)).


 


“Material Adverse
Effect” means (a) any material adverse effect on the business, properties, financial position, results of operations or
prospects of the Borrower and its Subsidiaries, taken as a whole, (b) any material adverse effect on the ability of the Borrower
or any Guarantor to perform any of its obligations under any Loan Document or (c) any material adverse effect on any of the rights
and remedies of the Lenders and the Administrative Agent under the Loan Documents.


 


“Material Debt Document”
means, as to the Borrower and its Subsidiaries, (a) the definitive documents evidencing the Permitted Senior Notes and (b) any
other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the Effective Date by the Borrower
or any Subsidiary, or in respect of which the Borrower or any Subsidiary is an obligor or otherwise provides a guarantee or other credit
support, in a principal amount outstanding or available for borrowing equal to or greater than $100,000,000 (or the equivalent of such
amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such
other currency).


 


“Material Indebtedness”
means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more
of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $60,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap
Agreement at any time shall be the Swap Termination Value.


 


“Maturity Date”
means, with respect to any Lender, the later of (a) the fifth anniversary of the Effective Date and (b) if the maturity date
is extended for such Lender pursuant to Section 3.06, such extended maturity date as determined pursuant to such Section;
provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business
Day.


 


“Maximum Credit Amount”
means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit
Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the
Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), (b) increased from time to time pursuant to Section 2.06(c) or
(c) modified from time to time pursuant to any assignment permitted by Section 12.04(b).


 


“Maximum Credit Amount
Increase Certificate” has the meaning assigned such term in Section 2.06(c)(ii)(E).


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.


 






    	 	22	 



     


    

 


“Most Favored Lender
Notice” has the meaning assigned such term in Section 12.16(a).


 





“Multiemployer Plan”
means a Plan that is a multiemployer plan as defined in section 3(37) or 4001(a)(3) of ERISA.


 


“Negative Adjusted
Working Capital” means, at any date, the amount, if any, by which current liabilities other than Ratio Debt (under clauses
(a) through and including (h) of such definition) of the Borrower and its Subsidiaries exceeds current assets of
such Persons, determined on a consolidated basis as of such date.


 


“Non-extending Lender”
has the meaning assigned such term in Section 3.06(a).


 


“Non-Recourse Debt”
of any Person means Ratio Debt of such Person in respect of which (a) the recourse of the holder of such Ratio Debt, whether direct
or indirect and whether contingent or otherwise, is effectively limited to the assets directly securing such Ratio Debt; (b) such
holder may not collect by levy of execution against assets of such Person generally (other than the assets directly securing such Ratio
Debt) if such Person fails to pay such Ratio Debt when due and the holder obtains a judgment with respect thereto; and (c) such holder
has waived, to the extent such holder may effectively do so, such holder’s right to elect recourse treatment under 11 U.S.C. § 1111(b).


 


“Note Purchase Agreement”
means that certain Note Purchase Agreement dated as of September 18, 2014 between the Borrower and each of the purchasers thereto
for the Borrower’s $100,000,000 3.24% Series K Senior Notes due September 18, 2021, $575,000,000 3.67% Series L Senior
Notes due September 18, 2024 and $250,000,000 3.77% Series M Senior Notes due September 18, 2026, as the same may be amended,
modified or replaced from time to time subject to the terms of Section 9.04(b).


 


“Notes”
means the promissory notes of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A,
together with all amendments, modifications, replacements, extensions and rearrangements thereof.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized
standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such
rate shall be deemed to be zero for purposes of this Agreement.


 


“Oil and Gas Properties”
means (a) Hydrocarbon Interests; (b) all presently existing or future unitization agreements, pooling agreements and declarations
of pooled or unitized units and the units created thereby (including all units created under orders, regulations and rules of any
Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (c) all operating agreements, contracts
and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production,
sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (d) all Hydrocarbons in
and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents,
issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (e) all tenements,
hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests
and (f) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real
or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working
or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other
personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including
any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant
compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts,
engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface
leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to
any and all of the foregoing.


 






    	 	23	 



     


    

 


“Other Benchmark
Rate Election” means, with respect to any Loan denominated in dollars, if the then-current Benchmark is the LIBO Rate, the occurrence
of:


 


(a) a request by the
Borrower to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Borrower, dollar-denominated
syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate,
a term benchmark rate as a benchmark rate, and


 


(b) the Administrative
Agent, in its sole discretion, and the Borrower jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable,
by the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


“Other Connection
Taxes” means Taxes imposed as a result of a present or former connection between the recipient and the taxing jurisdiction or
any political subdivision thereof (other than a connection arising solely from such recipient entering into, delivering, performing its
obligations under, enforcing, or receiving payments under, this Agreement or any other Loan Document).


 


“Other
Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising
from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any
other Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an
assignment made pursuant to Section 5.04(b)).


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


“Participant”
has the meaning assigned such term in Section 12.04(c).


 


“Participant Register”
has the meaning assigned such term in Section 12.04(c).


 


“Patriot Act”
has the meaning set forth in Section 12.15.


 


“Payment”
has the meaning assigned to such term in Section 11.08).


 


“Payment
Notice” has the meaning assigned to such term in Section 11.08.


 


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


 






    	 	24	 



     


    

 


“Permitted Refinancing
Debt” means Debt (for purposes of this definition, “new Debt”) incurred in exchange for, or proceeds of which
are used to Redeem (whether in whole or in part), any other Debt (the “Refinanced Debt”); provided that (a) such
new Debt is in an aggregate principal amount not in excess of the sum of (i) the aggregate principal of, plus accrued interest on,
the amount then outstanding of the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount) and (ii) an amount necessary
to pay any fees and expenses, including premiums, related to such exchange or refinancing; (b) except to the extent otherwise permitted
by Section 9.04(b), such new Debt has a stated maturity no earlier than the stated maturity of the Refinanced Debt and a weighted
average life no shorter than the weighted average life of the Refinanced Debt; and (c) if such Refinanced Debt was subordinated,
such new Debt (and any guarantees thereof) is subordinated in right of payment to the Indebtedness (or, if applicable, the Guaranty Agreement)
to at least the same extent as the Refinanced Debt and is otherwise subordinated on terms reasonably satisfactory to the Administrative
Agent.


 





“Permitted Senior
Notes” means (a) the senior unsecured notes listed on Schedule 1.02(b) and any guarantees thereof by a Guarantor;
(b) additional senior unsecured notes of the Borrower subsequently issued or sold, together with guarantees thereof, as long as (A) such
notes do not have any scheduled amortization prior to September 18, 2021, (B) except to the extent otherwise permitted by Section 9.04(b),
such notes do not have a stated maturity sooner than September 18, 2021 and (C) such notes and any guarantees thereof are on
terms substantially identical to those applicable to the notes referred to in clause (a), other than with respect to principal
amount, interest rate and payment dates; and (c) any Permitted Refinancing Debt of any Debt described in clauses (a) and
(b). The amount of Permitted Senior Notes outstanding shall be calculated by reference to the face value of such notes without
giving effect to any original issue discount. For the avoidance of doubt, Permitted Senior Notes shall not include any Debt of the type
described in Section 9.02(e) (or any extension, refinancing, renewal or replacement thereof).


 


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


 


“Plan”
means any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 430 of
the Code or section 303 of ERISA and which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower,
a Subsidiary or an ERISA Affiliate or (b) was at any time during the six-year period preceding the date hereof, sponsored, maintained
or contributed to by the Borrower or an ERISA Affiliate.


 


“Present Value of
Proved Reserves” means, at any time, the net present value, discounted at 10% per annum, of the future net revenues expected
to accrue to the Borrower’s and its Subsidiaries’ collective interests in Proved Reserves expected to be produced from their
Oil and Gas Properties during the remaining expected economic lives of such reserves. Each calculation of such expected future net revenues
shall be made in accordance with the then existing standards of the Society of Petroleum Engineers, provided that in any event
(a) net revenues shall be calculated after giving effect to deductions for severance and ad valorem taxes but without any deduction
for federal or state income taxes, (b) appropriate deductions shall be made for operating, gathering, transportation and marketing
costs required for the production and sale of such reserves, (c) appropriate adjustments shall be made for hedging operations, provided
that Swap Agreements with non-investment grade counterparties shall not be taken into account to the extent that such Swap Agreements
improve the position of or otherwise benefit the Borrower or any of its Subsidiaries, (d) the pricing assumptions used in determining
net present value for any particular reserves shall be based upon the following price decks: (i) for natural gas, the quotation for
deliveries of natural gas for each such year from the New York Mercantile Exchange (“NYMEX”) for Henry Hub, provided
that with respect to quotations for calendar years after the fifth calendar year, the quotation for the fifth calendar year shall be applied
and (ii) for crude oil, the quotation for deliveries of West Texas Intermediate crude oil for each such calendar year from the NYMEX
for Cushing, Oklahoma, provided that with respect to quotations for calendar years after the fifth calendar year, the quotation
for the fifth calendar year shall be applied, and (e) the cash-flows derived from the pricing assumptions set forth in clause
(d) above shall be further adjusted to account for the historical basis differentials for each month during the preceding 12-month
period calculated by comparing realized crude oil and natural gas prices to Cushing, Oklahoma and Henry Hub NYMEX prices for each month
during such period; provided that in calculating the Present Value of Proved Reserves, Proved Undeveloped Reserves shall not be
taken into account to the extent that more than 30% of the Present Value of Proved Reserves is attributable to Proved Undeveloped Reserves.


 






    	 	25	 



     


    

 


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


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including cash, securities,
accounts and contract rights.


 


“Proved Developed
Non-Producing Reserves” has the meaning assigned to that term by the Society of Petroleum Engineers, as it may be amended from
time to time, but generally shall mean the subcategory of “Proved Developed Reserves” (as defined by the Society of Petroleum
Engineers) which will become “Proved Developed Producing Reserves” upon minor capital expenditures being made with respect
to existing wells which will cause formerly non-producing completions or intervals to become open and producing to market.


 


“Proved Developed
Producing Reserves” has the meaning assigned to that term by the Society of Petroleum Engineers, as it may be amended from time
to time, but generally shall mean the subcategory of “Proved Developed Reserves” (as defined by the Society of Petroleum Engineers)
which are recoverable by natural reservoir energies (including pumping) from the completion intervals currently open and producing to
market. Additional oil and gas expected to be obtained through the application of fluid injection or other improved recovery techniques
for supplementing the natural forces and mechanisms of primary recovery will be included as “Proved Developed Producing Reserves”
only after testing by a pilot project or after the operation of an installed program has confirmed through production response through
existing completions producing to market that increased recovery will be achieved. Proved Developed Producing Reserves shall not include
any Proved Developed Non-Producing Reserves.


 


“Proved Reserves”
means and includes Proved Developed Producing Reserves, Proved Developed Non-Producing Reserves and Proved Undeveloped Reserves.


 


“Proved Undeveloped
Reserves” has the meaning assigned to that term by the Society of Petroleum Engineers, as it may be amended from time to time,
but generally shall mean those reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells
where a relatively major expenditure is required for recompletion. Proved Undeveloped Reserves on undrilled acreage shall be limited to
those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved Undeveloped Reserves for
other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the
existing productive formation. Under no circumstances should estimates for Proved Undeveloped Reserves be attributable to any acreage
for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved
effective by actual tests in the area and in the same reservoir.


 






    	 	26	 



     


    

 


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


 





“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).


 


“QFC
Credit Support” has the meaning assigned to such term in ‎Section 12.20.


 


“Rating Agency”
means each of S&P and Moody’s.


 


“Ratio Debt”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations
of such Person upon which interest charges are customarily paid (excluding current accounts payable incurred in the ordinary course of
business), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all Ratio Debt of others secured by (or for which the holder of
such Ratio Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Ratio Debt secured thereby has been assumed, (g) all guaranties by such Person of Ratio Debt of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect
of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances and (k) all obligations of such Person with respect to Advance Payment Contracts to which such Person is a party. The
Ratio Debt of any Person shall include the Ratio Debt of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Ratio Debt provide that such Person is not liable therefor.


 


“Ratio Debt and Other
Liabilities” means, for any day, the sum of, without duplication, (a) Ratio Debt (under clauses (a) through
and including (h) of such definition) of the Borrower and its Subsidiaries at such date, plus (b) the amount, if any,
by which Negative Adjusted Working Capital at such date exceeds 6% of Present Value of Proved Reserves, minus (c) Non-Recourse Debt
of the Borrower and its Subsidiaries at such date.


 


“Redemption”
means, with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement
for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative
meaning thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Refinanced Debt”
has the meaning assigned such term in the definition of “Permitted Refinancing Debt”.


 


“Register”
has the meaning assigned such term in Section 12.04(b)(iv).


 


“Regulation D”
means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.


 






    	 	27	 



     


    

 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents
and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.


 





“Release”
means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating,
injecting, escaping, leaching, dumping, or disposing.


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the NYFRB or, in each case, any successor thereto.


 


“Remedial Work”
has the meaning assigned such term in Section 8.09(a).


 


“Replacement Lender”
has the meaning assigned such term in Section 3.06(c).


 


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


 


“Response Date”
has the meaning assigned such term in Section 3.06(a).


 


“Responsible Officer”
means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President of such Person. Unless
otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower,
or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or
other right to acquire any such Equity Interests in the Borrower.


 


“Restricted Subsidiary”
means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Loans and its LC Exposure at such time.


 


“S&P”
means S&P Global Ratings, an S&P Global Inc. business or any successor by merger or consolidation to its business.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European
Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, a Japanese Governmental Authority imposing,
administering or enforcing similar types of Sanctions or trade embargoes or other relevant Sanctions authority, (b) any Person operating,
organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the
foregoing clauses (a) or (b) or (d) any Person otherwise the subject of any Sanctions.


 






    	 	28	 



     


    

 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury
of the United Kingdom, a Japanese Governmental Authority imposing, administering or enforcing similar types of sanctions or trade embargoes
or other relevant sanctions authority.


 





“SEC” means
the Securities and Exchange Commission of the United States of America.


 


“Second
Amendment Effective Date” means the Effective Date (as defined in that certain Second Amendment to Second Amended and Restated
Credit Agreement dated as of September 16, 2021 among the Borrower, the Lenders party thereto and the Administrative Agent).


 


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


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


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


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“Stockholders’
Equity” means, as of the time for which any determination thereof is to be made, (a) stockholders’ equity of the
Borrower and its consolidated Subsidiaries determined in accordance with GAAP, (b) either (i) plus the amount by which such
stockholders’ equity shall have been reduced by reason of any non-cash loss or (ii) minus the amount by which such stockholders’
equity shall have been increased by reason of any non-cash gain, in either case from changes in mark-to-market value of hedges, net of
tax, resulting from the requirements of ASC Topic 815 and (c) plus any non-cash write-downs and related charges which are required
under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws
and the Energy Policy and Conservation Act of 1975) of Regulation S-X, promulgated by SEC regulation, or by GAAP.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any other Person of which Equity Interests representing
more than 50% of the equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time Equity Interests
of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) or,
in the case of a partnership, any general partnership interests are, as of such date, owned, Controlled or held, by the parent or one
or more subsidiaries of the parent.


 






    	 	29	 



     


    

 


“Subsidiary”
means any subsidiary of the Borrower.


 





“Supported
QFC” has the meaning assigned to such term in Section 12.20.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange
traded, “over-the-counter” or otherwise (for the avoidance of doubt, including on a prepaid basis), involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions
(including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity
Exchange Act).


 


“Swap Termination
Value” means, with respect to any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out
and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the
date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined
by the counterparties to such Swap Agreements.


 


“Syndication Agent”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking,
commercial lending services or related businesses may be transferred following the date of this Agreement), as syndication agent for the
Lenders, together with its successors in such capacity.


 


“Synthetic Leases”
means, with respect to any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating
leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which
were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is
obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value
of the Property subject to such operating lease upon expiration or early termination of such lease.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.


 


“Termination Date”
means the earlier of the Maturity Date and the date of termination of the Commitments.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR Notice”
means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant
Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event or an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate
Election), has previously occurred resulting in a Benchmark Replacement in accordance with ‎Section 3.03 that is not Term
SOFR.


 






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“Total Debt”
means, in respect of any Person, all Debt incurred by such Person.


 


“Total Debt to Capitalization
Ratio” means the ratio of (a) Total Debt to (b) Capitalization.


 


“Transactions”
means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement, and each other
Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder,
and (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document to which it is a party, the
guaranteeing of the Indebtedness and the other obligations under the Guaranty Agreement by such Guarantor.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.


 


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


 


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


 


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


 


“Unrestricted Subsidiary”
means any Subsidiary of the Borrower designated as such on Schedule 7.13 or which the Borrower has designated in writing to the
Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 9.06.


 


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


 


“U.S. Special Resolution
Regimes” has the meaning assigned to such term in Section 12.20.


 


“Wholly-Owned Subsidiary”
means any Restricted Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated
by applicable law or, solely with respect to Cimarex Energy Co., any preferred shares of Cimarex Energy Co. issued pursuant to agreements
in effect on the First Amendment Effective Date), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned
Subsidiaries or are owned by the Borrower and one or more of the Wholly-Owned Subsidiaries.


 


“Withholding Agent”
means the Borrower, any Guarantor, and the Administrative Agent.


 






    31


     


    




 


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














 


Section 1.03      Types
of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred to by
Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).


 


Section 1.04      Terms
Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include”, “includes” and “including” as used in this Agreement shall be deemed to be followed
by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as
the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan
Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted,
in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to the restrictions contained in the Loan Documents), (d) the words “herein”,
 “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from”
means “from and including” and the word “to” means “to and including” and (f) any reference
herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits
and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against
any Person solely because such Person or its legal representative drafted such provision.


 


Section 1.05      Accounting
Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations
with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial
matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied
on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants
concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to
the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise
agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed
such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Any lease
that was or would be treated as an operating lease under GAAP on December 31, 2017 shall be treated as an operating lease for all
purposes under this Agreement, and any lease that was or would be treated as a Capital Lease under GAAP on December 31, 2017 shall
be treated as a Capital Lease for all purposes under this Agreement, in each case, regardless of any change in GAAP implemented after
December 31, 2017.


 






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Section 1.06      Interest
Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from
the London interbank offered rate. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest
rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently
discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the
rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021,
the U.K. Financial Conduct Authority (“FCA”) publicly announced that: immediately after December 31, 2021, publication
of the 1-week and 2-month U.S. dollar LIBOR settings will permanently cease; and immediately after June 30, 2023, the 1-month, 3-month
and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided
on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that
representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator
of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or
the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed
of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference
rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in
Election or an Other Benchmark Rate Election, Sections 3.03(b) and (c) provide a mechanism for determining an
alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03(e), of
any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not
warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance
or any other matter related to the LIBOR or other rates in the definition of “LIBO Rate” or with respect to any alternative
or successor rate thereto, or replacement rate thereof (including, without limitation, (x) any such alternative, successor or replacement
rate implemented pursuant to Sections 3.03(b) or (c), whether upon the occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event, an Early Opt-in Election or Other Benchmark Rate Election, and (y) the implementation of any Benchmark
Replacement Conforming Changes pursuant to Section 3.03(d)), including without limitation, whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate (or the euro interbank offered rate, as
applicable) prior to its discontinuance or unavailability. The Administrative Agent and its Affiliates and/or other related entities may
engage in transactions that affect the calculation of any alternative, successor or alternative rate (including any Benchmark Replacement)
and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.














 


ARTICLE II

The Credits


 


Section 2.01      Commitments.


 


(a)       Subject
to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during the Availability Period in an aggregate
principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment
or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans.


 


(b)       On
the Effective Date (or as soon as practicable with respect to (iii)):


 


    (i)       the
Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are
outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement;


 






    33


     


    

 


    (ii)       all
loans, Existing Letters of Credit, and other Indebtedness, obligations and liabilities outstanding under the Existing Credit Agreement
on such date shall continue to constitute Loans, Letters of Credit and other Indebtedness, obligations and liabilities under this Agreement;


 








    (iii)      the
Administrative Agent shall use reasonable efforts to cause each “Lender” under the Existing Credit Agreement to deliver to
the Borrower as soon as practicable after the Effective Date the Note issued by the Borrower to it under the Existing Credit Agreement,
marked “canceled” or an affidavit that such note has been lost and (in any event) has been canceled; and


 


    (iv)      the
Existing Credit Agreement and the commitments thereunder shall be superseded by this Agreement and such commitments shall terminate.


 


(c)       On
the Second Amendment Effective Date, all Assumed Letters of Credit on such date shall constitute Letters of Credit under this Agreement.


 


It is the intent of the parties hereto that this
Agreement amends and restates in its entirety the Existing Credit Agreement and re-evidences the obligations of the Borrower outstanding
thereunder. The commitments of the lenders under the Existing Credit Agreement are reallocated among the Lenders under this Agreement
as set forth on Annex I. This Agreement does not constitute a novation of the obligations and liabilities under the Existing Credit
Agreement or evidence repayment of any such obligations and liabilities. All loans, letters of credit and other indebtedness, obligations
and liabilities outstanding under the Existing Credit Agreement on such date shall continue to constitute Loans, Letters of Credit and
other Indebtedness, obligations and liabilities under this Agreement.


 


Section 2.02      Loans
and Borrowings.


 


(a)       Borrowings;
Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance
with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender
of its obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required.


 


(b)       Types
of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)       Minimum
Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $3,000,000. At the time that each ABR Borrowing
is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $3,000,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may
be outstanding at the same time, provided that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings
outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert
or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 






    34


     


    

 


(d)       Notes.
If requested by a Lender, the Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in substantially
the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the
date of this Agreement, (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other
modification to this Agreement, as of the effective date of the Assignment and Assumption or other amendment or modification, as applicable,
or (iii) any Lender that becomes a party hereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to
Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum
Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases
or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower
shall deliver or cause to be delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease,
a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease,
and otherwise duly completed, and such Lender shall return its prior Note to the Borrower, marked “canceled” (or its equivalent)
or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Type, interest rate and, if applicable, Interest
Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on
its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation
thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect
any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any
Lender of its Note.


 








Section 2.03      Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing
Request (a) in the case of a Eurodollar Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the date
of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance
the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such Borrowing Request shall be irrevocable and
shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information in compliance
with Section 2.02:


 


    (i)       the
aggregate amount of the requested Borrowing;


 


            (ii)       the
date of such Borrowing, which shall be a Business Day;


 


    (iii)      whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


    (iv)      in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”;


 


    (v)      the
current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures
(giving effect to the requested Borrowing); and


 


    (vi)     the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.


 






    35


     


    

 


If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request
shall constitute a representation that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed
the total Commitments.


 





Promptly following receipt of a Borrowing Request
in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section 2.04      Interest
Elections.


 


(a)       Conversion
and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect
to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(b)       Interest
Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent
of such election by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting
a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request
shall be irrevocable and shall be signed by a Responsible Officer of the Borrower.


 


(c)       Information
in Interest Election Requests. Each Interest Election Request shall specify the following information in compliance with Section 2.02:


 


   (i)       the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Sections
2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);


 


    (ii)      the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


    (iii)     whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


    (iv)     if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration.


 


(d)       Notice
to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.


 






    36


     


    

 


(e)       Effect
of Failure to Deliver Timely Interest Election Request and Events of Default on Interest Election. If the Borrower fails to deliver
a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto,
then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing: (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.





 





Section 2.05      Funding
of Borrowings.


 


(a)       Funding
by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. Except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit,
the Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received in the aforesaid
account of the Administrative Agent to an account of the Borrower maintained with the Administrative Agent in New York City and designated
by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the Issuing Bank. Nothing herein shall
be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation
by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner.


 


(b)       Presumption
of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of
any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with Section 2.05(a) and may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount 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 (i) in
the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


Section 2.06      Termination,
Reduction and Increase of Aggregate Maximum Credit Amounts.


 


(a)       Scheduled
Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the
Aggregate Maximum Credit Amounts are reduced to zero, then the Commitments shall terminate on the effective date of such reduction.


 


(b)       Optional
Termination and Reduction of Aggregate Credit Amounts.


 


   (i)         The
Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each
reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000
and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 3.04(b), the total Revolving Credit Exposures would exceed the total Commitments.


 






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    (ii)       The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at
least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice
delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that a notice of
termination of the Aggregate Maximum Credit Amounts delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Maximum Credit Amounts
shall be permanent and may not be reinstated except pursuant to Section 2.06(c). Each reduction of the Aggregate Maximum Credit
Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.


 


(c)       Optional
Increase in Aggregate Maximum Credit Amounts.


 


   (i)         Subject
to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit
Amounts then in effect with the prior written consent of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld)
by increasing the Maximum Credit Amount of one or more Lenders or by causing one or more Persons that at such time are not Lenders to
become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in
no case shall an Additional Lender be an Ineligible Institution.


 


    (ii)       Any
increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions:


 


(A)       such
increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted
if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $2,000,000,000;


 


(B)        no
Default shall have occurred and be continuing on the effective date of such increase;


 


(C)        on
the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then
the effective date of such increase shall be the last day of the Interest Period in respect of all such Eurodollar Borrowings unless the
Borrower pays compensation required by Section 5.02;


 


(D)        no
Lender’s Maximum Credit Amount may be increased without the consent of such Lender;


 


(E)         if
the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of an existing Lender, the
Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit G-1
(a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if
requested, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after
giving effect to such increase (with such Lender to return its prior Note to the Borrower, marked “canceled” (or its equivalent)
or an affidavit that such Note has been lost and (in any event) canceled), and otherwise duly completed;


 






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(F)         if
the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement,
then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the
form of Exhibit G-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire
and a processing and recordation fee of $3,500, and, if requested, the Borrower shall (1) deliver a Note payable to such Additional
Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as
may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; and


 


(G)        the
Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by
the board of directors (or equivalent body) of the Borrower and each Guarantor authorizing such increase in the Aggregate Maximum Credit
Amounts) reasonably requested by the Administrative Agent.


 


   (iii)       Subject
to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Maximum
Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last
day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02):
(A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional
Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender
under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro
rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders
hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender,
if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the
increase in the Aggregate Maximum Credit Amounts.


 


   (iv)       Upon
its receipt of a duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower
and the Lender or the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in
Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the
written consent of the Administrative Agent and each Issuing Bank to such increase required by Section 2.06(c)(i), the Administrative
Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained
therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase
in the Aggregate Maximum Credit Amounts shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this Section 2.06(c)(iv).


 


   (v)       Upon
any increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.06(c), Annex I to this Agreement shall
be automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’
Applicable Percentages.


 


Section 2.07      [Reserved].


 






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Section 2.08      Letters
of Credit.


 


(a)       General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for
its own account or for the account of any of its Restricted Subsidiaries, in a form reasonably acceptable to the Administrative Agent
and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this
Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue,
and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or
business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions,
(ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that
would result in a violation of one or more policies of such Issuing Bank applicable to letters of credit generally.


 


(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice:


 


   (i)         requesting
the issuance of a Letter of Credit or identifying the Letter of Credit to be amended, renewed or extended;


 


   (ii)        specifying
the date of issuance, amendment, renewal or extension (which shall be a Business Day);


 


   (iii)       specifying
the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c));


 


    (iv)     specifying
the amount of such Letter of Credit;


 


    (v)      specifying
the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit; and


 


   (vi)      specifying
the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or
extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested
Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).


 


Each notice shall constitute a representation
that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not
exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments.


 


In addition, as a condition to any such Letter
of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance
of letters of credit and/or shall submit a letter of credit application, in each case, as required by the Issuing Bank and using such
Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).


 






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(c)       Expiration
Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to a beneficiary thereof) at
or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business
Days prior to the Maturity Date.


 








(d)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available
to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 


(e)       Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City
time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00
noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives
such notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is
not less than $3,000,000, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and
the Borrower does hereby request under such circumstances, that such payment be financed with an ABR Borrowing in an equivalent amount
and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable
LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due
from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from
the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank
or, to the extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then
to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a
Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)       Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement
or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor
the Issuing Bank, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court
of competent jurisdiction), the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear
on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.


 


(g)       Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand
for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed
by telecopy or electronic mail) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse
the Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)       Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed the Issuing Bank for
such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Loans and such interest shall be due and payable on the date
when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.08(e), then Section 3.02(c) shall apply. Interest accrued pursuant to this Section 2.08(h) shall
be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to
reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 






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(i)       Replacement
and Resignation of an Issuing Bank.


 


   (i)         An
Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time
any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 3.05(b). From and after the effective date of any such replacement, (A) the successor Issuing Bank
shall have all the rights and obligations of its predecessor Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (B) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or
to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement
of such resigning Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights
and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.


 





   (ii)       An
Issuing Bank may resign as Issuing Bank at any time (subject to the appointment and acceptance of a successor Issuing Bank if there is
at that time only one Issuing Bank, in which case such resigning Issuing Bank shall be replaced in accordance with Section 2.08(i)(i))
upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders. Upon the effective date of such
resignation, (A) the Borrower shall pay all unpaid fees accrued for the account of the resigning Issuing Bank pursuant to Section 3.05(b) and
(B) the resigning Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing
Bank under this Agreement with respect to Letters of Credit issued by it prior to the effective date of such resignation, but shall not
be required to issue additional Letters of Credit.


 


         (j)       Cash
Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative
Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), or (ii) the
Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant
to Section 3.04(b), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders, an amount in cash equal to, in the case of an Event of Default, the LC Exposure, and in the
case of a payment required by Section 3.04(b), the amount of such excess as provided in Section 3.04(b), as of
such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Borrower or any Restricted Subsidiary described in Section 10.01(g) or
Section 10.01(h). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders,
an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates
and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all
investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property
from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds,
products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s
obligation to deposit amounts pursuant to this Section 2.08(j) shall be absolute and unconditional, without regard to
whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter
of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off,
counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuing
Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing
the payment and performance of the Borrower’s and the Guarantor’s obligations under this Agreement and the other Loan Documents.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated,
be applied to satisfy other obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and the Borrower is
not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment
pursuant to Section 3.04(b), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within
three Business Days after all Events of Default have been cured or waived.


 






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        (k)       Letters
of Credit Issued for Account of Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports
any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,”
 “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without
derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted
Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing
Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been
issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available
to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. 
The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Restricted Subsidiaries inures to the benefit of
the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.


 


ARTICLE III

Payments of Principal and Interest; Prepayments; Fees


 


Section 3.01      Repayment
of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Loan on the Termination Date.


 


Section 3.02      Interest.


 


(a)       ABR
Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.


 


(b)       Eurodollar
Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect
for such Borrowing plus the Applicable Margin.


 


(c)       Post-Default
Rate. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, or if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when
due, whether at stated maturity, upon acceleration or otherwise, then all Loans outstanding, in the case of an Event of Default, and such
overdue amount, in the case of a failure to pay amounts when due, shall bear interest, after as well as before judgment, at a rate per
annum equal to (i) in the case of overdue principal of any Loan, two percent (2%) plus the rate otherwise applicable to such
Loan as provided in this Agreement or (ii) in the case of any other amount, two percent (2%) plus the rate applicable to ABR Loans
as provided in Section 3.02(a).


 









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(d)       Interest
Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Termination
Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in
the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.


 


(e)       Interest
Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto.


 


(f)       Applicable
Margin; Impact of Financial Statements; Interest Rate Elections.


 


   (i)       The
Applicable Margin shall be determined by reference to the Leverage Ratio Grid or the Applicable Rating Level Grid, as applicable.


 


   (ii)       During
a Leverage Ratio Period, if any financial statements required to be delivered hereunder are not delivered within the time periods specified
herein, then the Applicable Margin and Commitment Fee Rate previously in effect shall continue to apply until such financial statements
are delivered; provided that upon delivery of such financial statements, if timely delivery of such financial statements would
have led to the application of a higher Applicable Margin or a higher Commitment Fee Rate for any applicable period than the Applicable
Margin or Commitment Fee Rate, as applicable, actually applied during such time, then the Borrower shall immediately pay to the Administrative
Agent the net accrued additional interest and expense (determined after taking into account any corresponding reduction in the Applicable
Margin or Commitment Fee Rate in any other period), if any, owing as a result of such increased Applicable Margin or Commitment Fee Rate.


 


In the event that any financial statements delivered
hereunder are revised or restated after delivery thereof (regardless of whether this Agreement or the Commitments are in effect when such
revision or restatement is made) and such revision or restatement would have led to the application of a higher Applicable Margin or a
higher Commitment Fee Rate for any period or periods than the Applicable Margin or Commitment Fee Rate, as applicable, actually applied
for such relevant period or periods, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct form of
such financial statements, (ii) such higher Applicable Margin or Commitment Fee Rate shall be applied to such relevant applicable
period or periods, and (iii) the Borrower shall immediately pay to the Administrative Agent the net accrued additional interest and
expense (determined after taking into account any corresponding reduction in the Applicable Margin or Commitment Fee Rate in any other
period), if any, owing as a result of such increased Applicable Margin or Commitment Fee Rate for such applicable period or periods.


 






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(iii)          On
any date on which the Borrower has either (A) an Index Debt rating from Moody’s of Baa3 or better or (B) an Index Debt
rating from S&P of BBB- or better, the Borrower may provide written notice to the Administrative Agent of its election to enter into
an Investment Grade Period, together with a certificate of a Responsible Officer of the Borrower confirming that no Event of Default
exists, and such Investment Grade Period will commence upon the Administrative Agent’s receipt of such written notice and certificate
(an “Investment Grade Election”). At any time during an Investment Grade Period, the Borrower may provide written
notice to the Administrative Agent of its election to exit such Investment Grade Period (a “Leverage Ratio Election”),
which Investment Grade Period will end upon the Administrative Agent’s receipt of such written notice.


 


Section 3.03           Alternate
Rate of Interest.


 


(a)            Subject
to clauses (b), (c), (d), (e), (f) and (g) of this ‎Section 3.03,
if prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error), prior to the commencement of any Interest
Period for a Eurodollar Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO
Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period
or payment period, as applicable; or


 


(ii)           the
Administrative Agent is advised by the Majority Lenders that, prior to the commencement of any Interest Period for a Eurodollar Borrowing,
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable currency and such Interest Period or payment period, as applicable,
will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for the applicable currency and such Interest Period or payment period, as applicable;


 


then
the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as
promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective, (B) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing and (C) if any Borrowing Request requests a Eurodollar Borrowing for the relevant
rate above, then such request shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type
of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Eurodollar Loan is outstanding on the date
of the Borrower’s receipt of the notice from the Administrative Agent referred to in this ‎Section 3.03(a) with
respect to a LIBO Rate applicable to such Eurodollar Loan, then until the Administrative Agent notifies the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, then on the last day of the Interest Period applicable to such Loan
(or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to,
and shall constitute, an ABR Loan denominated in dollars on such day.


 


(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”
for purposes of this ‎Section 3.03), if a Benchmark Transition Event, an Early Opt-in Election or Other Benchmark Rate
Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings
without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if
a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other
party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice
of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.


 






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(c)            Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or
consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective
unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative
Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole
discretion.


 


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


 


(e)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event, an
Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (2) the implementation of any Benchmark Replacement, (3) the
effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant
to clause (f) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision
or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this ‎Section 3.03,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error
and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this ‎Section 3.03.


 


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


 






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(g)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing
of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR. Furthermore, if any Eurodollar Loan is outstanding on the date of the Borrower’s
receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented
pursuant to this ‎Section 3.03, on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an
ABR Loan on such day.


 


Section 3.04            Prepayments.


 


(a)             Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with Section 3.04(b).


 


(b)             Notice
and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic
mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City
time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:30
a.m., New York City time, on the Business Day of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Aggregate Maximum Credit Amounts as contemplated by Section 2.06,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount aggregating $3,000,000 or any larger multiple of $1,000,000. Each prepayment
of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest
to the extent required by Section 3.02 and any break funding payments required by Section 5.02.


 


(c)             Mandatory
Prepayments.


 


(i)            If,
after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b),
the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date
of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying
all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such
excess to be held as cash collateral as provided in Section 2.08(j).


 


(ii)           [Reserved].


 


(iii)          [Reserved].


 






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(iv)          [Reserved].


 


(v)           Each
prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings
then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then
outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of
days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining
in the Interest Period applicable thereto.


 


(vi)          Each
prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid
Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required
by Section 3.02 and any break funding payments required by Section 5.02.


 


(d)            No
Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except
as required under Section 5.02.


 


Section 3.05           Fees.


 


(a)            Commitment
Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue
at the Commitment Fee Rate on the average daily amount of the unused amount of the Commitment of such Lender during the period from and
including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the Termination Date, commencing on the first such date
to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day).


 


(b)            Letter
of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee
with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest
rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which
such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing
Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding
the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that
in no event shall such fee be less than $500 during any quarter (and for the avoidance of doubt, such fee shall be paid to the Issuing
Banks in respect of the Existing Letters of Credit and the Assumed Letters of Credit, as applicable), and (iii) to the Issuing Bank,
for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur
after the Effective Date; provided that all such fees shall be payable on the Termination Date and any such fees accruing after
the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall
be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 






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(c)            Administrative
Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Borrower and the Administrative Agent.


 


(d)            Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative
Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation
fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


Section 3.06           Extension
of Maturity Date.


 


(a)            Extension
Requests; Responses. The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver
a copy to each of the Lenders), not less than sixty (60) days in advance of the Maturity Date in effect at such time (the “Existing
Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity
Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date
that is the twentieth (20th) day after the date of the Extension Request, or if such date is not a Business Day, the immediately following
Business Day, (the “Response Date”) advise the Administrative Agent in writing whether or not such Lender agrees to
the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred
to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent
of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall
be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of each Lender’s election
promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to
so agree. The Maturity Date may be extended no more than one time pursuant to this Section 3.06.


 


(i)            If,
by the Response Date, Lenders holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-extending
Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable
hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.


 


(ii)           If
(and only if), by the Response Date, Lenders holding Commitments that aggregate more than 50% of the total Commitments shall have agreed
to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of the
Existing Maturity Date, the Maturity Date for such Extending Lenders shall be extended to the first anniversary of the Existing Maturity
Date (subject to satisfaction of the conditions set forth in Section 3.06(d)). In the event of such extension, the Commitment
of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non-extending Lender prior to such extension
and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lender shall become due
and payable on such Existing Maturity Date and, subject to Section 3.06(c), the total Commitments hereunder shall be reduced
by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date.


 






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(b)            Replacement
of Non-Extending Lenders. In the event of any extension of the Existing Maturity Date pursuant to Section 3.06(b)(ii),
the Borrower shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to
transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 12.04) all
its interests, rights (other than its rights to payments pursuant to Section 5.01, Section 5.02, Section 5.03
or Section 12.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or
more banks or other financial institutions identified to the Non-extending Lender by the Borrower, which may include any existing Lender
(each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder,
shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to
the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 12.04(b),
(ii) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Maturity
Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender
shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest
accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid
for its account or otherwise owed to it hereunder on such date.


 


(c)            Conditions
to Extension. As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 3.06(b)(ii),
the Borrower shall (i) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Maturity Date
signed by a Responsible Officer of the Borrower certifying that, as of such date, both before and immediately after giving effect to
such extension, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and
(B) no Default shall have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second
provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding
Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders
pursuant to Section 3.06(b) and any assignment pursuant to Section 3.06(c), the aggregate Revolving Credit Exposure
less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does
not exceed the aggregate amount of Commitments being extended.


 


(d)            Consents
Not Required; No Amendment. For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating
in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section 3.06
and (ii) the operation of this Section 3.06 in accordance with its terms is not an amendment subject to Section 12.02.


 


ARTICLE IV

Payments; Pro Rata Treatment; Sharing of Set-offs


 


Section 4.01           Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)            Payments
by the Borrower. The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03
or otherwise) prior to 12:00 noon, New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately
available funds, without defense, deduction, recoupment, set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01,
except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01,
Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto.
The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments hereunder shall be made in dollars.


 






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(b)            Application
of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties.


 


(c)            Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect
of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall
not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or Participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.


 


Section 4.02           Presumption
of Payment by the Borrower. Unless the Administrative Agent shall have received, prior to any date on which any payment is due to
the Administrative Agent for the account of the Lenders or the Issuing Banks pursuant to the terms hereof or any other Loan Document
(including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 3.04(b)),
notice from the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount
so distributed to such Lender or Issuing Bank 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 NYFRB Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.


 


Section 4.03           Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)            fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 3.05(a);.


 






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(b)            any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Section 10.02(c) or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank
hereunder; third, to cash collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance
with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any
Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by
the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account
and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations with respect
to Loans under this Agreement and (ii) cash collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section 4.03; sixth,
to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction
obtained by any Lender or the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement
or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (i) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (ii) such Loans were made or the related Letters of Credit
were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied
solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Lenders
pro rata in accordance with the Commitments without giving effect to Section 4.03(d). Any payments, prepayments or
other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
cash collateral pursuant to this Section 4.03 shall be deemed paid to and redirected by such Defaulting Lender, and each
Lender irrevocably consents hereto;


 


(c)            the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Majority Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.02);
provided that this Section 4.03(c) shall not apply to the vote of a Defaulting Lender in the case of an amendment,
waiver or other modification requiring the consent of such Lender or each Lender affected thereby;


 


(d)            if
any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:


 


(i)            all
or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their
respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such
non-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment;


 






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(ii)           if
the reallocation described in Section 4.03(d)(i) above cannot, or can only partially, be effected, the Borrower shall
within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the
Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation
pursuant to Section 4.03(d)(i)) in accordance with the procedures set forth in Section 2.08(j) for so long
as such LC Exposure is outstanding;


 


(iii)          if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to Section 4.03(d)(ii) then
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect
to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)          if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 4.03(d)(i), then the fees payable to the
Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; and


 


(v)           if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to Sections
4.03(d)(i) or (ii), then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder,
all letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure shall
be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)            so
long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless
it is satisfied that the related exposure and the Defaulting Lender’s then-outstanding LC Exposure will be 100% covered by the
Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 4.03(d) and
LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 4.03(d)(i) (and such Defaulting Lender shall not participate therein).


 


If (a) a Bankruptcy Event or a Bail-In Action
with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (b) any Issuing
Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which
such Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the
Issuing Banks shall have entered into arrangements with the Borrower or such Lender, satisfactory to such Issuing Bank to defease any
risk to it in respect of such Lender hereunder.


 


In the event that each of the Administrative
Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender
to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to cash collateral), the
LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its Applicable Percentage. Subject to Section 12.19, no reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased
exposure following such reallocation.


 






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ARTICLE V

Increased Costs; Break Funding Payments; Taxes


 


Section 5.01            Increased
Costs.


 


(a)             Eurodollar
Changes in Law. If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except
any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;


 


(ii)           impose
on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)          subject
any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of
the definition of Excluded Taxes and (C) Other Connection Taxes that are imposed on or measured by net income (however denominated)
or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


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


 


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


 


(c)            Certificates.
A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may
be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 






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(d)            Effect
of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this
Section 5.01 for any increased costs or reductions incurred more than 120 days prior to the date that such Lender or the
Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended
to include the period of retroactive effect thereof.


 


Section 5.02           Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan
on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 3.04(b) and
is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section 5.04(a), then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate
that would have been applicable to such Loan, for the period from the date of such event to the last day of the then-current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period
for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period
from other banks in the eurodollar market.


 


A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within
10 days after receipt thereof.


 


Section 5.03           Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall
be made free and clear of and without deduction for any Taxes except as required by applicable law. If any applicable law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions or withholdings, (ii) the
applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance
with applicable law, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other
Taxes, then the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section 5.03(a)), the Administrative Agent, Lender or Issuing Bank (as the case may
be) receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)            Payment
of Other Taxes by the Borrower. The Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


 






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(c)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.03) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a Lender
or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower
and shall be conclusive absent manifest error.


 


(d)            Status
of Lender. The Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower
and the Administrative Agent with any documentation prescribed by law, or reasonably requested by the Borrower or the Administrative
Agent, certifying as to any entitlement of the Lender to an exemption from, or reduction in, any withholding Tax with respect to any
payments to be made to the Lender under any Loan Document. In addition, any Lender, if reasonably requested by the Borrower or the Administrative
Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. The Lender shall, whenever a lapse in time or change in circumstances renders such documentation
expired, obsolete or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate
documentation or promptly notify the Borrower and the Administrative Agent of its inability to do so. Notwithstanding anything to the
contrary in this Section 5.03(d), the completion, execution and submission of such documentation (other than such documentation
set forth in paragraphs (d)(i), (d)(ii)(A) through (D) and (d)(ii)(F) of this Section) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost
or expense or would materially prejudice the legal or commercial position of such Lender.


 


Without limiting the generality
of the foregoing:


 


(i)             if
the Lender is a U.S. Person, the Lender shall provide to the Borrower and the Administrative Agent on or about the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent) two properly completed and executed copies of IRS Form W-9 (or any successor forms) certifying that such Lender is exempt
from U.S. federal backup withholding Tax; and


 


(ii)            if
the Lender is a Foreign Lender, then the Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the
Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required
by law or upon the reasonable request of Borrower or the Administrative Agent) whichever of the following is applicable:


 


(A)           two
properly completed and executed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits
of an income tax treaty to which the United States of America is a party,


 


(B)            two
properly completed and executed copies of IRS Form W-8ECI (or any successor forms),


 






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(C)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or
a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a
 “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E (or any
successor forms),


 


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


 


(E)            any
other form prescribed by applicable requirements of U.S. federal income tax law as a basis for claiming exemption from or a reduction
in U.S. federal withholding Tax, properly completed, together with such supplementary documentation as may be prescribed by applicable
requirements of law to permit the Borrower to determine the withholding or deduction required to be made, or


 


(F)            in
the case of a Lender that would be subject to withholding Tax imposed by FATCA on payments made on account of any obligation of the Borrower
hereunder if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall provide 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, to determine that
such Lender has complied with such Lender’s obligations under FATCA, or to determine the amount to deduct and withhold from any
such payments. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the date of
this Agreement.


 


The Lender shall, from time
to time after the initial delivery by the Lender of the forms described above, whenever a lapse in time or change in the Lender’s
circumstances renders such forms, certificates or other evidence so delivered expired, obsolete or inaccurate, promptly (1) deliver
to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or
additional or successor forms, properly completed and duly executed by the Lender, together with any other certificate or statement of
exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or
reduction in U.S. federal withholding Tax or (2) notify the Borrower and the Administrative Agent of its inability to deliver any
such forms, certificates or other evidence.


 


(e)            Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or a Guarantor to a Governmental
Authority, 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 the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 






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(f)             Refunds.
If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant
to this Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 5.03 with respect to the Indemnified Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request
of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent
or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.03(f),
in no event will the Administrative Agent or Lender be required to pay any amount to the Borrower pursuant to this Section 5.03(f) the
payment of which would place the Administrative Agent or Lender, as applicable, in a less favorable net after-Tax position than the Administrative
Agent or Lender, as applicable, 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 Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or
any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.


 


(g)            FATCA
Grandfathering. For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrower
and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans and this Agreement
as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


Section 5.04           Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of Different Lending Office. If (i) any Lender requests compensation under Section 5.01, or (ii) the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03,
then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Section 5.01
or Section 5.03, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 






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(b)            Replacement
of Lenders. If (i) any Lender requests compensation under Section 5.01, (ii) the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03,
(iii) any Lender is a Defaulting Lender, or (iv) any Lender does not consent to any proposed amendment, supplement, modification,
consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each
of the Lenders affected thereby (so long as the consent of the Majority Lenders (with the percentage in such definition being deemed
to be 75% for this purpose) has been obtained), then the Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 12.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Sections
5.01 or 5.03) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received
the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall
not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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)
and (C) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required
to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (1) an
assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the
Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (2) the
Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed
to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the
other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested
by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.


 


ARTICLE VI

Conditions Precedent


 


Section 6.01           Effective
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):


 


(a)            The
Administrative Agent, the Arrangers and the Lenders shall have received all commitment, facility and agency fees and all other fees and
amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower hereunder (including the fees and expenses of Simpson Thacher & Bartlett
LLP, counsel to the Administrative Agent).


 


(b)            The
Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions
of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is
a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower (A) who are authorized
to sign the Loan Documents to which the Borrower is a party and (B) who will, until replaced by another officer or officers duly
authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications
in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers,
and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Administrative
Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower
to the contrary.


 


(c)            The
Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification
and good standing of the Borrower.


 


(d)            The
Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D,
duly and properly executed by a Responsible Officer and dated as of the date of Effective Date.


 






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(e)            The
Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative
Agent) of this Agreement signed on behalf of such party.


 





(f)             The
Administrative Agent shall have received an opinion of Baker Botts L.L.P., special counsel to the Borrower, substantially in the form
of Exhibit E hereto.


 


(g)            The
Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying
insurance in accordance with Section 7.12.


 


(h)            The
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower has received
all consents and approvals required by Section 7.03.


 


(i)             The
Administrative Agent shall have received the Financial Statements referred to in Section 7.04(a) and the Initial Reserve
Report accompanied by a certificate covering the matters described in Section 8.11(c).


 


(j)             The
Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the
Borrower and the Restricted Subsidiaries for Delaware and any other jurisdiction requested by the Administrative Agent other than those
permitted by Section 9.03.


 


(k)            (i) The
Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all documentation and other information
regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Effective
Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,
at least five (5) days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten
(10) days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such
Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to
this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).


 


(l)             The
Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its
Maximum Credit Amount dated as of the date of this Agreement.


 


(m)           The
Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent
may reasonably request.


 


The Administrative Agent shall
notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing,
the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless
each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02) at or prior to 2:00 p.m., New York City
time, on April 22, 2019 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such
time).


 


Section 6.02           Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and
of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 






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(a)            At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, no Default shall have occurred and be continuing.


 





(b)            At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected
to have, a Material Adverse Effect.


 


(c)            The
representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be
true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on
and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable,
such representations and warranties shall continue to be true and correct as of such specified earlier date.


 


(d)            The
making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with,
or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have
occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin,
prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit
or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


(e)            The
receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit
in accordance with Section 2.08(b), as applicable.


 


Each request for a Borrowing
and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in Sections 6.02(a) through (e),
provided that as to matters in Section 6.02(d) relating to a Lender or the Issuing Bank, the Borrower represents
only to the best of its knowledge.


 


ARTICLE VII

Representations and Warranties


 


The Borrower represents and
warrants to the Lenders that:


 


Section 7.01           Organization;
Powers. Each of the Borrower and the Restricted Subsidiaries is duly organized or formed, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses,
authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to
do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such
power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material
Adverse Effect.


 


Section 7.02           Authority;
Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action (including any action required to be taken by any class of directors of the Borrower or
any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Loan Document
to which the Borrower is a party has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation
of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 






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Section 7.03           Approvals;
No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action
by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested,
of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity
or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained
or made and are in full force and effect other than those third party approvals or consents or filings with the SEC pursuant to the Securities
Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a
Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable
law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or any order
of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any Restricted Subsidiary or the Borrower’s or such Restricted Subsidiary’s Properties, or give rise
to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary and (d) will not result in
the creation or imposition of, or the requirement to create, any Lien on any Property of the Borrower or any Restricted Subsidiary.


 


Section 7.04           Financial
Condition; No Material Adverse Change.


 


(a)            The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows as of and for the fiscal year ended December 31, 2018, reported on by PricewaterhouseCoopers LLP, independent public accountants.
Such Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of
the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP.


 


(b)            Since
December 31, 2020, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.


 


(c)            Neither
the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent
liabilities, off-balance sheet liabilities or partnerships, liabilities for Taxes, unusual forward or long-term commitments or unrealized
or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.


 


Section 7.05           Litigation.
There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary (i) not fully covered
by insurance (except for normal deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (except as disclosed
on Schedule 7.05) or (ii) that involve any Loan Document or the Transactions.


 


Section 7.06           Environmental
Matters. Except as set forth in Schedule 7.06 and for such other matters that individually, or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.


 






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Section 7.07           Compliance
with the Laws and Agreements: No Defaults.


 


(a)            Each
of the Borrower and each Restricted Subsidiary is in compliance with all Governmental Requirements applicable to it or its Property and
all indentures, agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions,
approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


(b)            No
Default has occurred and is continuing.


 


Section 7.08           Investment
Company Act. Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled”
by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as
amended.


 


Section 7.09           Taxes.
Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good
faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves
in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material
Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Taxes and other governmental
charges are, in the reasonable opinion of the Borrower, adequate. Except as permitted by Section 9.03, no Tax Lien has been
filed and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge.


 


Section 7.10           ERISA.


 


(a)            The
Borrower, the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code
regarding each Plan, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


 


(b)            Each
Plan is, and has been, established and maintained in substantial compliance with its terms, ERISA and, where applicable, the Code, except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


(c)            No
liability to the PBGC (other than for the payment of premiums) by the Borrower, any Subsidiary or any ERISA Affiliate is expected by the
Borrower, any Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred
for which the Borrower, any Subsidiary or any ERISA Affiliate has any unsatisfied liability.


 


(d)            Full
payment when due has been made of all amounts which the Borrower, the Subsidiaries or any ERISA Affiliate is required under the terms
of each Plan or applicable law to have paid as contributions to such Plan and no waived funding deficiency (as defined in section 303
of ERISA and section 430 of the Code) exists with respect to any Plan.


 






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(e)            Neither
the Borrower, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined
in section 3(1) of ERISA, that could reasonably be expected to result in a Material Adverse Effect if terminated by the Borrower,
a Subsidiary or any ERISA Affiliate.


 





(f)             Neither
the Borrower, the Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to or has any secondary contingent liability
pursuant to section 4204 of ERISA with respect to any Multiemployer Plan, and neither the Borrower nor any ERISA Affiliate has at any
time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any Multiemployer Plan.


 


Section 7.11           Disclosure;
No Material Misstatements.


 


(a)            None
of the reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower or any Restricted
Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or
any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not materially misleading; provided that, with respect to estimates, pro forma
financial statements and projected financial information, the Borrower represents only that such information was prepared in good faith
based upon assumptions believed by the Borrower to be reasonable at the time.


 


(b)            As
of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.


 


Section 7.12           Insurance.
The Borrower has, and has caused all of its Restricted Subsidiaries to have, (a) all insurance policies sufficient for the compliance
by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts
and against such risk (including public liability) that are usually insured against by companies similarly situated and engaged in the
same or a similar business for the assets and operations of the Borrower and its Restricted Subsidiaries.


 


Section 7.13           Subsidiaries.
Except as set forth on Schedule 7.13 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy
to the Lenders), which shall be a supplement to Schedule 7.13, the Borrower has no Subsidiaries and the Borrower has no Foreign
Subsidiaries. Schedule 7.13 (as the same may be supplemented by the Borrower from time to time) identifies each Subsidiary as
either Restricted or Unrestricted, and specifies the percentage of issued and outstanding Equity Interests in each Subsidiary owned by
the Borrower and/or a Subsidiary.


 


Section 7.14           Location
of Business and Offices. The Borrower’s jurisdiction of organization is Delaware, the name of the Borrower as listed in the
public records of its jurisdiction of organization is Cabot Oil & Gas Corporation, and the organizational identification number
of the Borrower in its jurisdiction of organization is 2216250, or, in each case, as otherwise disclosed in writing to the Administrative
Agent (which shall promptly furnish a copy thereof to the Lenders). The Borrower’s principal place of business and chief executive
offices are located at the address specified in Section 12.01 or such other address as is specified in a notice given by
the Borrower to the Administrative Agent by at least 30 days prior to such change. Each Restricted Subsidiary’s jurisdiction of
organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction
of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.13 or
as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement
to Schedule 7.13.


 






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Section 7.15           [Reserved].


 


Section 7.16           [Reserved].


 


Section 7.17           [Reserved].


 


Section 7.18           Use
of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used to refinance Debt under the Existing
Credit Agreement and for general corporate purposes. The Borrower and its Subsidiaries are not engaged principally, or as one of its
or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying
or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of
Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.


 


Section 7.19           Solvency.
After giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could
reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and
its Consolidated Subsidiaries, taken as a whole, will exceed the aggregate Debt of the Borrower and its Consolidated Subsidiaries, as
the Debt becomes absolute and matures, (b) each of the Borrower and its Consolidated Subsidiaries will not have incurred or intended
to incur, and will not incur, Debt beyond their ability to pay such Debt (after taking into account the timing and amounts of cash to
be received by each of the Borrower and its Consolidated Subsidiaries and the amounts to be payable on or in respect of its liabilities,
and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement)
as such Debt becomes absolute and matures and (c) each of the Borrower and its Consolidated Subsidiaries will not have (and will
have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of their business.


 


Section 7.20           Ranking
of Obligations. The Borrower will ensure that its payment obligations under this Agreement and the Notes will at all times rank at
least pari passu, without preference to priority, with all other unsecured unsubordinated Debt of the Borrower.


 


Section 7.21           Anti-Corruption
Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve
compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the
Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None
of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers
or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity
in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. None of the Transactions will violate
any Anti-Corruption Law or applicable Sanctions.


 


Section 7.22           Affected
Financial Institutions. Neither the Borrower nor any Guarantor is an Affected Financial Institution.


 






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ARTICLE VIII

Affirmative Covenants


 





Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable
under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


Section 8.01           Financial
Statements; Other Information. The Borrower will furnish to the Administrative Agent:


 


(a)            Annual
Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 90 days after
the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by PricewaterhouseCoopers LLP, or other independent public accountants of recognized national standing (without
a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit)
to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results
of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.


 


(b)            Quarterly
Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days after
the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of
the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case
of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly
in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.


 


(c)            Certificate
of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or
Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (i) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01
and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements
referred to in Section 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate.


 


(d)            Certificate
of Financial Officer – Consolidating Information. If, at any time, all of the Consolidated Subsidiaries of the Borrower are
not Consolidated Restricted Subsidiaries, then concurrently with any delivery of financial statements under Section 8.01(a) or
Section 8.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all Consolidated
Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of the Borrower.


 


(e)            [Reserved].


 






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(f)             Certificate
of Insurer – Insurance Coverage. Upon request of the Administrative Agent, a certificate of insurance coverage from each insurer
with respect to the insurance required by Section 8.06, in form and substance reasonably satisfactory to the Administrative
Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies.


 





(g)            SEC
and Other Filings, Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports,
proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC or any Governmental Authority succeeding to
any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be.


 


(h)            Reserve
Report and Engineering Reports. Concurrently with any delivery thereof under the Note Purchase Agreement, any reserve report, engineering
report or related documentation provided to the purchasers pursuant to the Note Purchase Agreement.


 


(i)            [Reserved].


 


(j)             Index
Debt. Promptly after either Rating Agency shall have announced a change in the rating established or deemed to have been established
for the Index Debt, written notice of such rating change.


 


(k)            Other
Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business
affairs and financial condition of the Borrower or any Subsidiary or ERISA Affiliate (including any Plan and any reports or other information
required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other
Loan Document, as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably
requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.


 


Any report, statement or other material required
to be furnished pursuant to Section 8.01(a), Section 8.01(b) or Section 8.01(g) may (to
the extent filed with the SEC) be furnished electronically and if so furnished, shall be deemed to have been furnished on the date (i) on
which the Borrower posts such report, statement or other material, or provides a link thereto on the Borrower’s website on the Internet
at www.cabotog.com; or (ii) on which such report, statement or other material is posted on the Borrower’s behalf
on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR) or an Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the
Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender until a written request
to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative
Agent and each Lender (by telecopier or electronic mail), of the posting of any such report, statement or other material and the Borrower
shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such report, statement
or other material if requested. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it and maintaining
its copies of such documents.


 






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Section 8.02           Notices
of Material Events. The Borrower will furnish to the Administrative Agent prompt written notice of the following after a Responsible
Officer of the Borrower becomes aware thereof:


 


(a)            the
occurrence of any Default;


 





(b)            the
filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator
or Governmental Authority against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders
or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed
to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;


 


(c)            any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and


 


(d)            any
change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to
the list of beneficial owners identified in such certification.


 


Each notice delivered under this Section 8.02
shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice
and any action taken or proposed to be taken with respect thereto.


 


Section 8.03           Existence:
Conduct of Business. The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises
material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which
its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so
qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any
merger, consolidation, Division, liquidation or dissolution permitted under Section 9.10.


 


Section 8.04           Payment
of Taxes. The Borrower will, and will cause each Restricted Subsidiary to, pay its material Tax liabilities of the Borrower and all
of its Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.


 


Section 8.05           Operation
and Maintenance of Properties. The Borrower, at its own expense, will, and will cause each Restricted Subsidiary to, except, in each
case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect:


 


(a)            operate
its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated
in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and
agreements and in compliance with all Governmental Requirements, including applicable pro ration requirements and Environmental Laws,
and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the
development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom.


 


(b)            (i) keep
and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted
and (ii) preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material
Oil and Gas Properties and other material Properties, including all equipment, machinery and facilities.


 






    	 	69	 



     


    

 


(c)            promptly
pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses
and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other
things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.


 


(d)            promptly
perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required
by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties
and other material Properties.


 


(e)            to
the extent the Borrower is not the operator of any Property, use reasonable efforts to cause the operator to comply with this Section 8.05.


 


Section 8.06           Insurance.
The Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.


 


Section 8.07           Books
and Records; Inspection Rights. The Borrower will, and will cause each Restricted Subsidiary to, keep proper books of record and
account in which full, true and correct entries are made in all material respects of all dealings and transactions in relation to its
business and activities. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.


 


Section 8.08           Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures
designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and
agents with Anti-Corruption Laws and applicable Sanctions.


 


Section 8.09           Environmental
Matters.


 


(a)            The
Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s
Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have
a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Subsidiary not to Release or threaten to
Release, any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other
property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance
with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse
Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all Environmental Permits, if any,
required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or
its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly
commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion,
any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial
obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary
under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened
Release of any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure
to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and
cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person
to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation which could reasonably
be expected to have a Material Adverse Effect; and (vi) establish and implement, and shall cause each Subsidiary to establish and
implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’
obligations under this Section 8.09(a) are timely and fully satisfied, which failure to establish and implement could
reasonably be expected to have a Material Adverse Effect.


 






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(b)           The
Borrower will promptly, but in no event later than five days of the occurrence of a triggering event, notify the Administrative Agent
in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any
Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental
Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate)
that would have a Material Adverse Effect.


 


Section 8.10           Further
Assurances. The Borrower at its sole expense will, and will cause each Restricted Subsidiary to, promptly execute and deliver to
the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply
with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any Restricted Subsidiary,
as the case may be, in the Loan Documents, including the Notes, or to correct any omissions in any Loan Document.


 


Section 8.11           [Reserved].


 


Section 8.12           Additional
Guarantors. At its option, the Borrower may designate any Restricted Subsidiary as a Guarantor by giving the Administrative
Agent revocable written notice thereof and, promptly after such notification (and in any event within ten (10) Business Days thereof),
causing such Restricted Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a supplement to the
Guaranty Agreement and such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the
Administrative Agent.


 


Section 8.13           ERISA
Compliance. The Borrower will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the
Administrative Agent (i) promptly after the filing thereof with the U.S. Department of Labor, the Internal Revenue Service or the
PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (ii) immediately upon becoming
aware of the occurrence of any ERISA Event in connection with any Plan or any trust created thereunder, a written notice signed by the
President or the principal Financial Officer, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof,
what action the Borrower, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known,
any action taken or proposed by the Internal Revenue Service, the U.S. Department of Labor or the PBGC with respect thereto, and (iii) immediately
upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any
Plan. With respect to each Plan (other than a Multiemployer Plan), the Borrower will, and, if applicable, will cause each Subsidiary
and ERISA Affiliate to pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge
or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.


 






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Section 8.14           Unrestricted
Subsidiaries. The Borrower:


 


(a)            will
cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including
by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential
creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that
each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the
Restricted Subsidiaries.


 


(b)            will
not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of
the Unrestricted Subsidiaries.


 


(c)            will
not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.


 


ARTICLE IX

Negative Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under
the Loan Documents shall have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


Section 9.01           Financial
Covenants. The Borrower will not permit, as of the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31,
2021, its Leverage Ratio to be less than 3.0 to 1.0; provided that if at any time, the Borrower has no other Debt outstanding
which has a financial maintenance covenant based on a leverage ratio that is substantially similar to the Leverage Ratio, then, commencing
with the last day of the fiscal quarter during which such leverage ratio ceased to apply under such other Debt, the Borrower will not
permit the Total Debt to Capitalization Ratio, expressed as a percentage, to exceed 65% at any time.


 


Section 9.02           Debt.
The Borrower will not permit any Restricted Subsidiary to incur, create, assume, guarantee or in any other manner become liable with
respect to or become responsible for the payment of any Debt other than:


 


(a)            Debt
owing to the Borrower or a Restricted Subsidiary;


 


(b)            guaranties
of the Indebtedness and other Debt of the Borrower permitted by this Agreement;


 


(c)            other
Debt in an aggregate principal amount outstanding not to exceed at any time an amount equal to fifteen percent (15%) of Consolidated Net
Tangible Assets;


 


(d)            Debt
of Restricted Subsidiaries that are Guarantors to the extent the Borrower is in compliance with the terms of Section 9.01
at the time such Debt is incurred;


 


(e)            Debt
of a Restricted Subsidiary which exists prior to the time of acquisition of such Restricted Subsidiary (including Debt existing at the
time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower
or a Restricted Subsidiary) as long as such Debt was not created in anticipation thereof; and


 






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(f)            extensions,
refinancings, renewals or replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Debt
otherwise permitted hereunder which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount
of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing,
renewal or replacement.


 


Section 9.03           Liens.
The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any of
its Properties (now owned or hereafter acquired), unless in connection with the granting of such Lien, the Indebtedness is secured equally
and ratably (or prior to) such Liens other than:


 


(a)            Excepted
Liens;


 


(b)            any
Lien on any Property of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 9.03; provided
that (i) such Lien shall not apply to any other Property of the Borrower or any Restricted Subsidiary and (ii) such Lien shall
secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;


 


(c)            any
Lien existing on any Property prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any Property
of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary;
provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming
a Restricted Subsidiary, as the case may be, and (ii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;


 


(d)            Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such
security interests secure Debt permitted by this Agreement, (ii) such security interests and the Debt secured thereby are incurred
prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Debt secured thereby
does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, (iv) the aggregate amount of all Debt
that is secured by Liens granted in reliance on this clause (d) shall not exceed $400,000,000 at any time outstanding, and
(v) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;


 


(e)            Liens
securing other Debt of the Borrower or any Restricted Subsidiary the aggregate principal amount of which does not exceed fifteen percent
(15%) of Consolidated Net Tangible Assets in the aggregate at any one time outstanding;


 


(f)             Liens
on cash deposits securing obligations under Swap Agreements, not to exceed $20,000,000 in the aggregate at any time in effect; and


 


(g)            Liens
in respect of Limited Recourse Stock Pledges.


 






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Section 9.04           Dividends,
Distributions and Redemptions; Repayment of Permitted Senior Notes.


 


(a)            Restricted
Payments. The Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment except (i) the
Borrower may declare and make or agree to pay or make Restricted Payments with respect to its Equity Interests payable solely in additional
shares of its Equity Interests (other than Disqualified Capital Stock) and (ii) the Borrower may declare or make or agree to pay
or make any Restricted Payments so long as both before and immediately after taking such action: (A) no Event of Default shall exist
or result therefrom and (B) the Borrower has unused availability under this Agreement after giving effect to such Restricted Payment
or other action in an amount not less than ten percent (10%) of the Commitments.


 





(b)            Redemption
of Permitted Senior Notes; Amendment of Permitted Senior Notes. The Borrower will not, and will not permit any Restricted Subsidiary
to, prior to the date that is ninety-one (91) days after the Maturity Date: (i) call, make or offer to make any optional or voluntary
Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Permitted Senior Notes or any Permitted
Refinancing Debt in respect thereof; provided that the Borrower may take any such action in connection with a Redemption of all
or any part of the Permitted Senior Notes with the proceeds of, or in exchange for, any Permitted Refinancing Debt or with the net cash
proceeds of any sale of, or in exchange for, Equity Interests (other than Disqualified Capital Stock) of the Borrower, or (ii) amend,
modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the
Permitted Senior Notes or any Permitted Refinancing Debt if the effect thereof would be to shorten its stated maturity or weighted average
life, provided that the foregoing shall not prohibit the execution of supplemental indentures associated with the incurrence of
additional Permitted Senior Notes, the execution of other indentures or agreements in connection with the issuance of Permitted Refinancing
Debt or the execution of supplemental agreements to add guarantors if required by the terms of any Permitted Senior Notes; provided,
however, the Borrower or any Restricted Subsidiary may make any such Redemption or take any action otherwise prohibited under this
Section 9.04(b) if (A) no Event of Default shall exist or result therefrom and (B) immediately after giving
effect thereto, the Borrower has unused availability under this Agreement after giving effect to such Redemption in an amount not less
than ten percent (10%) of the Commitments.


 


Section 9.05           Investments,
Loans and Advances. The Borrower will not, and will not permit any Restricted Subsidiary to, make or permit to remain outstanding
any Investments in or to any Person, except that the foregoing restriction shall not apply to:


 


(a)            Investments
reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05.


 


(b)           accounts
receivable arising in the ordinary course of business.


 


(c)           direct
obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each
case maturing within one year from the date of creation thereof.


 


(d)           commercial
paper maturing within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s.


 


(e)           deposits
maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office
located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof,
has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most
recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time,
by S&P or Moody’s.


 






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(f)            deposits
in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or
Section 9.05(e).


 





(g)            Investments
(i) made by the Borrower in or to any Restricted Subsidiary, (ii) by the Borrower or any Restricted Subsidiary in a Person,
if (A) as a result of such Investment: (1) such Person becomes a Restricted Subsidiary or (2) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys a business unit or substantially all its assets to, or is liquidated into, the Borrower
or a Restricted Subsidiary, and (B) at the time such Investment is made and immediately after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, and (iii) made by any Restricted Subsidiary in or to the Borrower or any
other Restricted Subsidiary, provided that neither the Borrower nor any Restricted Subsidiary shall make any such Investment in
any other Subsidiary that is not a Wholly-Owned Subsidiary, unless, immediately after giving effect to such Investment, the total Revolving
Credit Exposures shall not exceed 90% of the then-effective aggregate Commitments.


 


(h)            Investments
(including capital contributions) in Persons (other than Unrestricted Subsidiaries) entered into by the Borrower or a Restricted Subsidiary
in the ordinary course of business; provided that (i) any such Person is engaged exclusively in oil and gas exploration, development,
production, processing and related activities, including transportation, and (ii) the Investment in such Person is made in the ordinary
course of business and on fair and reasonable terms.


 


(i)             Investments
in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05
owing to the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect
of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its Restricted Subsidiaries.


 


(j)             Investments
in Unrestricted Subsidiaries (i) made with Equity Interests of the Borrower, (ii) with the net cash proceeds of the issuance
of any Equity Interests of the Borrower or an amount that is acquired with the net cash proceeds of, or in exchange for, the issuance
of any Equity Interests of the Borrower and (iii) in an amount, as of the date such Investment is made, not to exceed twenty percent
(20%) of the Commitments.


 


(k)            Investments
permitted by Section 9.10.


 


(l)             Investments
constituting guarantees not otherwise prohibited by this Agreement.


 


(m)           Investments
resulting from (i) the repurchase of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price or such options or warrants or the payment of withholding Taxes through the issuance of Equity
Interests and (ii) the purchase of fractional shares arising out of stock dividends, splits or combinations.


 


(n)            Investments
made as a result of non-cash consideration from a disposition that was made pursuant to and in compliance with this Agreement.


 


(o)            Limited
Recourse Stock Pledges.


 


(p)           deposits
with any Lender or Lender Affiliate and overnight investments of such funds.


 


(q)           other
Investments (including Investments in Unrestricted Subsidiaries) not to exceed $50,000,000 in the aggregate at any time outstanding, provided
that both before and immediately after giving effect to such Investment, (i) no Event of Default shall then exist or result therefrom
and (ii) the total Revolving Credit Exposures shall not exceed 90% of the then-effective aggregate Commitments.


 






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Section 9.06           Designation
and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries.


 


(a)            Unless
designated as an Unrestricted Subsidiary on Schedule 7.13 as of the date hereof or thereafter, assuming compliance with Section 9.06(b),
any Person that becomes a direct Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted
Subsidiary. Any subsidiary of an Unrestricted Subsidiary shall be classified as an Unrestricted Subsidiary.


 


(b)            The
Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed
or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, no Default
would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair
market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and
such Investment would be permitted to be made at the time of such designation under Section 9.05. In the case of any newly
formed or newly acquired Subsidiary, such designation shall be deemed to occur simultaneously with such formation or acquisition. Except
as provided in this Section 9.06(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.


 


(c)            The
Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the
representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct
on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier
date, were true and correct as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements
of Section 8.12, Section 8.14 and Section 9.14.


 


(d)            The
Borrower shall not permit the aggregate principal amount of all Non-Recourse Debt outstanding at any one time to exceed $500,000,000.


 


Section 9.07           Nature
of Business. The Borrower will not, and will not permit any Restricted Subsidiary to, allow any material change to be made in the
character of its business as an independent oil and gas exploration and production company.


 


Section 9.08           Use
of Proceeds. The Borrower will not permit the proceeds of the Loans to be used for any purpose other than those permitted by Section 7.18.
Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan
Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange
Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If
requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation
X of the Board, as the case may be. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use,
and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds
of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or
giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding,
financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or
that cause any Person to be in violation of Sanctions, except to the extent permitted for a Person required to comply with Sanctions,
or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 






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Section 9.09           ERISA
Compliance. The Borrower will not, and will not permit any Subsidiary or ERISA Affiliate to, at any time:


 


(a)            fail
to make full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the
Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto.


 


(b)            terminate
any Plan in a manner, or take any other action with respect to any Plan, which could result in any liability of the Borrower.


 


(c)            permit
to exist any waived funding deficiency within the meaning of section 303 of ERISA or section 430 of the Code with respect to any Plan.


 


(d)            incur
a liability to or on account of a Plan under sections 4062, 4063, 4064, 4201 or 4204 of ERISA, except for amounts previously accrued
on the books of the Borrower, a Subsidiary or any ERISA Affiliate.


 


(e)            contribute
to or assume an obligation to contribute to any employee welfare benefit plan, as defined in section 3(1) of ERISA, that could reasonably
be expected to result in a Material Adverse Effect if terminated by such entities.


 


(f)             permit
any Plan to (1) fail to satisfy the minimum funding standard applicable to the Plan for any plan year pursuant to section 430 of
the Code or section 303 of ERISA (determined without regard to any waiver of funding provisions therein) or (2) fail to satisfy
the requirements of section 436 of the Code or section 206(g) of ERISA.


 


Section 9.10           Mergers,
Etc. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or sell, transfer, lease
or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of the Borrower
and its Restricted Subsidiaries taken as a whole to any other Person (whether now owned or hereafter acquired) (any such transaction,
a “consolidation”), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto
no Default or Event of Default shall have occurred and be continuing, (i) any Person (other than an Unrestricted Subsidiary) may
merge with or into or consolidate with the Borrower or any Restricted Subsidiary; provided that, (x) if the Borrower is a constituent
party to any such merger or consolidation, the Borrower shall be the surviving corporation and (y) no Change in Control results,
(ii) any Restricted Subsidiary of the Borrower may merge with or into any other Restricted Subsidiary of the Borrower, (iii) any
Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary,
(iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately
upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at
such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise
result in a disposition permitted by Section 9.11(f) and (v) any Restricted Subsidiary may liquidate or dissolve
if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders; provided that any such merger or Division involving a Person that is not a Wholly-Owned Subsidiary
immediately prior to such merger or Division shall not be permitted unless also permitted by Section 9.05.


 






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Section 9.11           Sale
of Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise
transfer any Property (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) except
for (a) the sale of Hydrocarbons and seismic data in the ordinary course of business; (b) transfers of interests in Oil and
Gas Properties in the ordinary course of the joint development of Oil and Gas Properties with others, including transfers to other parties
pursuant to joint development agreements, participation agreements, farmout agreements, farmin agreements, exploration agreements, operating
agreements and unit agreements; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower
or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or other
disposition of Equity Interests in Unrestricted Subsidiaries; (e) the sale or other disposition of any Oil and Gas Property or any
interest therein or any Equity Interests in any Restricted Subsidiary owning Oil and Gas Properties; provided that, with respect
to this clause (e), (i) the consideration received in respect of such sale or other disposition shall be equal to or greater
than the fair market value of the Oil and Gas Property, interest therein or Equity Interests in such Restricted Subsidiary subject of
such sale or other disposition (as reasonably determined by the Borrower and, in the case of dispositions for consideration in excess
of $50,000,000, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower
certifying to that effect), and (ii) after giving pro forma effect to such sale or other disposition and the concurrent use of proceeds,
the Borrower would comply with Section 9.01; (f) sales and other dispositions of Properties not regulated by Sections
9.11(a) to (e) having a fair market value not to exceed $100,000,000 during any 12-month period; (g) dispositions
permitted by Section 9.10; (h) any disposition to the Borrower or any Restricted Subsidiary; (i) any disposition
of interests in Properties to which no proved reserves of Hydrocarbons are properly attributed or of Equity Interests in Restricted Subsidiaries
owning only such type of Properties; (j) dispositions of Investments permitted by Sections 9.05 (c) through (f);
(k) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof
in the ordinary course of business; (l) the creation of a Lien permitted by Section 9.03; (m) the surrender of
waiver of contract rights or the disposition, settlement, release of surrender of contract, tort or other claims of any kind; and (n) a
Restricted Payment permitted by Section 9.04(a).


 


Section 9.12           Environmental
Matters. The Borrower will not, and will not permit any Subsidiary to, cause or permit any of its Property to be in violation of,
or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials,
exposure to any Hazardous Materials, or to any Remedial Work under any Environmental Laws, assuming disclosure to the applicable Governmental
Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations, Release or
threatened Release, exposure, or Remedial Work could reasonably be expected to have a Material Adverse Effect.


 


Section 9.13           Transactions
with Affiliates. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any transaction, including any
purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned
Subsidiaries of the Borrower) except (i) such transactions as are otherwise permitted under this Agreement and are upon fair and
reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate,
(ii) any Investment permitted by Section 9.05, and (iii) any Restricted Payment permitted by Section 9.04(a).


 


Section 9.14           Subsidiaries.
The Borrower will not, and will not permit any Restricted Subsidiary to redesignate an Unrestricted Subsidiary as a Restricted Subsidiary
unless the Borrower gives written notice to the Administrative Agent of such redesignation.


 






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Section 9.15           Dividend
Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, create,
incur, assume or suffer to exist any contract, agreement or understanding which restricts any Restricted Subsidiary from paying dividends
or making distributions to the Borrower or any Guarantor or which requires the consent of or notice to other Persons in connection therewith;
provided that the foregoing shall not apply to (a) customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder (b) customary supermajority voting provisions and other customary provisions with
respect to distribution of assets, contained in corporate charters, bylaws, stockholders’ agreements, limited liability company
agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business
of Borrower and its Restricted Subsidiaries and (c) contracts, agreements or understandings in respect of Debt or preferred stock
of a Person which exist at the time such Person is merged or amalgamated with a Restricted Subsidiary or existing at the time such Person
becomes a Restricted Subsidiary, so long as such Debt or preferred stock was not created in anticipation thereof.


 


Section 9.16           Swap
Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, be a party to or be bound by any Swap Agreement,
other than Swap Agreements which (a) hedge or mitigate risks to which the Borrower and its Restricted Subsidiaries have actual or
projected exposure and (b) are permitted under the risk management policies approved by the Borrower’s board of directors
from time to time and do not subject the Borrower and its Restricted Subsidiaries to material speculative risks.


 


ARTICLE X

Events of Default; Remedies


 


Section 10.01         Events
of Default. One or more of the following events shall constitute an “Event of Default”:


 


(a)            the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise.


 


(b)            the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a))
payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a
period of five (5) Business Days.


 


(c)            any
representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Loan Document
or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder,
(i) that was subject to a materiality qualifier (by reference to Material Adverse Effect or otherwise) shall prove to have been
incorrect when made or deemed made or (ii) was not subject to a materiality qualifier shall prove to have been incorrect in any
material respect when made or deemed made.


 


(d)            the
Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.02,
Section 8.03, Section 8.12, Section 8.13 or in Article IX.


 


(e)            the
Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement
(other than those specified in Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any
other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice
thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (B) a Responsible
Officer of the Borrower or such Restricted Subsidiary otherwise becoming aware of such default.


 






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(f)             the
Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable.


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness
to become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity
or require the Borrower or any Restricted Subsidiary to make an offer in respect thereof; provided that this clause (g) shall
not apply to (i) secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Debt and (ii) Material Indebtedness in respect of Swap Agreements.


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered.


 


(i)             the
Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(h),
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take
any action for the purpose of effecting any of the foregoing.


 


(j)             the
Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they
become due.


 


(k)            one
or more judgments for the payment of money in an aggregate amount in excess of $60,000,000 (to the extent not covered by independent
third party insurance provided by insurers of the highest claims paying rating or financial strength as to which the insurer does not
dispute coverage and is not subject to an insolvency proceeding) and the same shall remain undischarged for a period of 30 consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment.


 


(l)             the
Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full
force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor party thereto
or shall be repudiated by any of them.


 






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(m)           a
Change in Control shall occur.


 


Section 10.02         Remedies.


 


(a)            In
the case of an Event of Default other than one described in Section 10.01(h) or Section 10.01(i), at any
time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Majority Lenders,
shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments,
and thereupon the Commitments shall terminate immediately, (ii) declare the Notes and the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including the payment
of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without
presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
waived by the Borrower and each Guarantor and (iii) require that the Borrower provide cash collateral as required in Section 2.08(j);
and in case of an Event of Default described in Section 10.01(h) or Section 10.01(i), the Commitments shall
automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all
fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents
(including any break funding payment and the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)),
shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause
(iii) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower and each Guarantor.


 


(b)            In
the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available
at law and equity.


 


(c)            All
proceeds received after maturity of the Loans, whether by acceleration or otherwise, subject to Section 4.03, shall be applied:


 


(i)            first,
to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative
Agent in its capacity as such;


 


(ii)          second,
pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to
the Lenders;


 


(iii)         third,
pro rata to payment of accrued interest on the Loans;


 


(iv)          fourth,
pro rata to payment of principal outstanding on the Loans, LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time;


 


(v)           fifth,
pro rata to any other Indebtedness;


 


(vi)         sixth,
to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; and


 


(vii)        seventh,
any excess, after all of the Indebtedness shall have been indefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise
required by any Governmental Requirement.


 






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ARTICLE XI

The Agents


 


Section 11.01         Appointment;
Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent to serve as the administrative
agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent
on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent
by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without
limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform
its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and
remedies that the Administrative Agent may have under such Loan Documents.


 


Section 11.02         Duties
and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly
set forth in the Loan Documents. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative
Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein
relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to
take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except
as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. Additionally, each Lender agrees that it will not assert any claim
against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement
and/or the transactions contemplated hereby. Nothing in this Agreement or any Loan Document shall require the Administrative Agent to
account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice
of default”) is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement
or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other
Loan Document 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 in any other Loan Document or the occurrence of any Default, (iv) the sufficiency,
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere in any Loan Document, other
than to confirm receipt of items (which on their face purport to be items) expressly required to be delivered to the Administrative Agent
or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence,
value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or
any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its
obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or
conditions set forth herein or therein. For purposes of determining compliance with any condition hereunder to the making of a Loan,
or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Lender
and each Issuing Bank shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or an Issuing Bank unless the Administrative
Agent shall have received written notice from such Lender or such Issuing Bank prior to the proposed closing date specifying its objection
thereto.


 






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Section 11.03         Action
by Administrative Agent. The Administrative Agent shall have no 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 in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully
justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions
from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction
by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such
action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding
on all of the Lenders. Upon receipt from the Borrower of a notice of the occurrence of any Default pursuant to Section 8.02(a),
the Administrative Agent will promptly provide to the Lenders a copy of such notice. If a Default has occurred and is continuing, then
the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written
instructions (with indemnities) described in this Section 11.03, provided that, unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however,
shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement, the Loan Documents or applicable law, including any action that may be in violation of the automatic stay
under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture,
modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency
or reorganization or relief of debtors. If a Default has occurred and is continuing, neither the Syndication Agent nor the Documentation
Agents shall have any obligation to perform any act in respect thereof. Neither the Administrative Agent nor any of its Related Parties
shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
to be necessary, under the circumstances as provided in Section 12.02), and otherwise the Administrative Agent shall not
be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument
referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for
its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent
jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any Guarantor or any officer thereof contained in this Agreement or
any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any Restricted
Subsidiary to perform its obligations hereunder or thereunder.


 






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Section 11.04         Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability under or in respect
of this Agreement or any other Loan Document for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (which writing may be a fax, electronic message, Internet or intranet website posting or other distribution) or
any statement made to it orally or by telephone and believed by it to be genuine and to have been signed or sent or otherwise authenticated
by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof),
and the Lenders and the Issuing Bank hereby waive the right to dispute the Administrative Agent’s record of such statement, except
in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem
and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or
transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent may rely on the Register
to the extent set forth in Section 12.04(b). The Administrative Agent makes no warranty or representation to any Lender or
Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or
on behalf of the Borrower or any Guarantor in connection with this Agreement or any other Loan Document.


 


Section 11.05         Subagents.
The Administrative Agent may perform any and all its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of their respective duties and exercise their respective rights and powers through their respective Related Parties. The
exculpatory provisions of this Article XI shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall
not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines
in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection
of such sub-agent.


 


Section 11.06         Resignation
of Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and
the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Majority Lenders shall
have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior
written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default
has occurred and is continuing). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall 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 hereunder. Prior to any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary
to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.


 






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(b)            Notwithstanding
Section 11.06(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date
of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (ii) the Majority Lenders shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required
to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative
Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or
made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of
the Administrative Agent’s resignation from its capacity as such, the provisions of this Article XI and Section 12.03,
as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 


Section 11.07         Agents
as Lenders. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking,
trust or other business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder and without
any duty to account therefor to the Lenders or the Issuing Banks. The terms “Issuing Banks”, “Lenders”, “Majority
Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include such Agent in its individual capacity
as a Lender, Issuing Bank or as one of the Majority Lenders, as applicable.


 






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Section 11.08         No
Reliance. Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its
business and that it has, independently and without reliance upon the Administrative Agent, any other Agent, any Arranger or any other
Lender, or any Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender
also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Agent, any Arranger or any
other Lender, or any Related Parties of any of the foregoing, and based on such documents and information (which may contain material
non-pubic information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall
from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Except as expressly set forth herein,
the Agents shall not be required to keep themselves informed as to the performance or observance by the Borrower or any of its Subsidiaries
of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties or books
of the Borrower or its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished
to the Lenders by the Administrative Agent hereunder, no Agent or the Arrangers shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates)
which may come into the possession of such Agent or any of its Affiliates. In this regard, each Lender acknowledges that Simpson Thacher &
Bartlett LLP is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly
stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that
it deems necessary in connection with the Loan Documents and the matters contemplated therein. Each Lender, by delivering its signature
page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other
Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to
and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative
Agent or the Lenders on the Effective Date. Each Lender and Issuing Bank hereby agrees that (a) if the Administrative Agent notifies
such Lender or Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such
Lender or Issuing Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal,
interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender
or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount
of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such
amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect, and (b) to the extent permitted by applicable
law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense
or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any
Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice
of the Administrative Agent to any Lender or Issuing Bank under this Section 11.08 shall be conclusive, absent manifest error.
Each Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(c) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (d) that was not preceded
or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. 
Each Lender and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have
been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from
the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank
to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect. The Borrower and each Guarantor
hereby agrees that (e) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Bank
that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of
such Lender or Issuing Bank with respect to such amount and (f) an erroneous Payment shall not pay, prepay, repay, discharge or
otherwise satisfy any Indebtedness owed by the Borrower or any Guarantor, except, in each case, to the extent such erroneous Payment
is, and solely with respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative Agent
from the Borrower or any Guarantor for the purpose of making such erroneous Payment. Each party’s obligations under this Section 11.08
shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement
of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Indebtedness under any Loan Document.


 






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Section 11.09         Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding with respect to the Borrower or any Guarantor under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent
(irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Indebtedness that is owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 3.01, 3.05,
5.01, 5.03 and 12.03) allowed in such judicial proceeding; and


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized
by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders or the Issuing Banks, to pay to the Administrative Agent any amount
due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 12.03). Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Indebtedness or the rights of
any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in
any such proceeding.


 


Section 11.10        The
Arrangers, the Documentation Agents and the Syndication Agent. The Arrangers, the Documentation Agents and the Syndication Agent
shall have no duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than their duties, responsibilities
and liabilities in their capacity as Lenders hereunder.


 


Section 11.11         Posting
of Communications.


 


(a)            The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic platform
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the
distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for
approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower
hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of
such distribution.


 






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(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER,
ANY AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO THE
BORROWER, ANY GUARANTOR, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT
OF THE BORROWER’S, ANY GUARANTOR’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET
OR THE APPROVED ELECTRONIC PLATFORM.


 


(d)            Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of
electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the
foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)            Each
of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(f)             Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 11.12         Certain
ERISA Matters.


 


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


 


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


 






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


 


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


 


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


 


(b)            In
addition, unless either (i) Section 11.12(a)(i) is true with respect to a Lender or (ii) a Lender has provided
another representation, warranty and covenant in accordance with Section 11.12(a)(iv), such Lender further (A) represents
and warrants, as of the date such Person became a Lender party hereto, to, and (B) covenants, from the date such Person became a
Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any Guarantor, that the Administrative Agent is not a fiduciary
with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of
any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


Section 11.13         No
Third Party Beneficiaries. The provisions of this Article XI are solely for the benefit of the Administrative Agent,
the Lenders and the Issuing Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject
to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have
any rights as a third party beneficiary under any such provisions.


 


ARTICLE XII

Miscellaneous


 


Section 12.01         Notices.


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)),
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 telecopy, as follows:


 


(i)            if
to the Borrower, to it at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024, Attention of Matt Kerin;


 






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(ii)           if
to the Administrative Agent or to JPMorgan Chase Bank, N.A., as the Issuing Bank, to JPMorgan Chase Bank, N.A., 712 Main Street, Floor
5C., Houston, Texas 77002, Attention of Anson Williams (anson.d.williams@jpmorgan.com);


 


(iii)          if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


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


 


(b)            Notices
and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by Approved Electronics Platforms
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Article II, Article III, Article IV and Article V unless otherwise agreed by the Administrative
Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications.


 


(c)            Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in
the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii) above, if such notice, email 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.


 


(d)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto.


 


Section 12.02         Waivers;
Amendments.


 


(a)            No
failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such
right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any
of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights
and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents
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 any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall
be permitted by Section 12.02(b), 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 or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.


 






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(b)            Subject
to Section 3.03(b), Section 4.03(c), Section 12.02(c) and Section 12.16, neither
this Agreement nor any provision hereof nor any other Loan Document, nor any provision thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and the Administrative
Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or the
Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) [reserved], (iii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other
Indebtedness hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone
the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or any other Indebtedness hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any
such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby, (v) change
Section 2.06(b), Section 4.01(b) or Section 4.01(c) in a manner that would alter the ratable
reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender affected
thereby, (vi) waive or amend Section 3.04(b), Section 4.03(b), Section 6.01 or Section 10.02(c) without
the written consent of each Lender, or (vii) change any of the provisions of this Section 12.02(b) or the definitions
of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other
Loan Documents, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, any other Agent, or the Issuing Banks hereunder or under any other Loan Document
without the prior written consent of the Administrative Agent, such other Agent or the Issuing Banks, as the case may be. Notwithstanding
the foregoing, any supplement to Schedule 7.13 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent
a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the
Lenders.


 


(c)            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, then the Administrative Agent and the Borrower shall be permitted to amend,
modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment
shall become effective without any further action or consent of any other party to this Agreement. The Administrative Agent shall provide
the Lenders a copy of such amendment after it becomes effective.


 


(d)            The
Administrative Agent shall, and is hereby authorized by the Lenders to, release and discharge any Guarantor, immediately and without
any further act, upon (i) the dissolution, disposition or merger of such Guarantor in compliance with this Agreement or (ii) the
written request of the Borrower, provided that, after giving effect to such release and discharge, no Default or Event of Default
would exist or result therefrom.


 






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Section 12.03         Expenses, Indemnity;
Damage Waiver.


 


(a)            The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including
the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable
travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the syndication of the credit facilities
provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof
and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with
respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to
the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Agent, any Issuing Bank
or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lender, in connection
with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under
this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)            THE
BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGERS, EACH ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING
PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM,
ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS
OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS
A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED
HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER
OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE
BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL
REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR
SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY
LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY AN ISSUING BANK TO HONOR A DEMAND
FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS
OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY
OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE
OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vii) ANY ENVIRONMENTAL LAW
APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE,
RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR
PROPERTIES, (viii) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER
OR ANY SUBSIDIARY, (ix) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY
OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (x) THE PRESENCE,
USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL
OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE
OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, (xi) ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xii) ANY OTHER ENVIRONMENTAL, HEALTH
OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiii) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION,
ARBITRATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING (WHETHER OR NOT SUCH CLAIM, LITIGATION, INVESTIGATION, ARBITRATION OR
PROCEEDING IS BROUGHT BY THE BORROWER OR A GUARANTOR, OR ITS OR THEIR RESPECTIVE EQUITY HOLDERS, AFFILIATES, CREDITORS OR ANY OTHER THIRD
PERSON), WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY
SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE
OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND)
OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES;
PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES
OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE
GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE.


 








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(c)            Each
Lender severally agrees to pay any amount required to be paid by the Borrower under Sections 12.03(a) and (b) to
the Administrative Agent and each Issuing Bank and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”)
(to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their
respective Applicable Percentage in effect on the date on which indemnification is sought under this Section 12.03 (or, if
indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether
before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to
or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection
with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,
as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no
Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from such Agent Indemnitee’s gross negligence or willful misconduct.  The agreements in this Section 12.03
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 






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(d)            To
the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against the
Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, any Issuing Bank and any Lender, and any Related
Party of any of the foregoing Persons for any damages arising from the use by others of information or other materials obtained through
telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall
assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter
of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve the Borrower
of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(e)            All
amounts due under this Section 12.03 shall be payable promptly after written demand therefor.


 


(f)             This
Section 12.03 shall not apply to Taxes.


 


Section 12.04         Successors
and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)            (i) Subject
to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:


 


(A)           the
Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of a Lender,
an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee;


 


(B)            the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee
that is a Lender (other than a Defaulting Lender) immediately prior to giving effect to such assignment; and


 


(C)            each
Issuing Bank.


 






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(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the
Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (1) an Assignment and Assumption or (2) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500; and


 


(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the
Borrower, the Subsidiaries and their Related Parties or their respective securities) will be made available and who may receive such
information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities
laws.


 


(iii)         Subject
to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03
and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with Section 12.04(c).


 


(iv)         The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall
be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable
prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex
I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.


 






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(v)            Upon
its receipt of (A) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (B) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b)(ii)(C) and
any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the
assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.05(b), 2.08(d) or
(e), 4.02 or 12.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption
and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued
interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this Section 12.04(b).


 


(c)            Any
Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Banks, sell participations to
one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of
such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02 that affects such Participant.
In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to Section 12.04(c)(ii),
the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and
Section 5.03 (subject to the requirements and limitations therein, including the requirements under Section 5.03(d),
it being understood that the documentation required under Section 5.03(d) shall be delivered to the participating Lender)
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b); provided
that such Participant (A) agrees to be subject to the provisions of Section 5.04 as if it were an assignee under paragraph (b) of
this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.01 or 5.03, with respect
to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that
sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to
effectuate the provisions of Section 5.04(b) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(d)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank, and this Section 12.04(d) shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(e)            Notwithstanding
any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of any Lender or any
grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the Guarantors
to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.


 


Section 12.05         Survival;
Revival; Reinstatement.


 


(a)            All
covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any other Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.01, Section 5.02,
Section 5.03 and Section 12.03 and Article XI shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.


 


(b)            To
the extent that any payments on the Indebtedness or proceeds of any collateral are subsequently invalidated, declared to be fraudulent
or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy
law, common law or equitable cause, then to such extent, the Indebtedness so satisfied shall be revived and continue as if such payment
or proceeds had not been received and the Administrative Agent’s and the Lenders’ rights, powers and remedies under this Agreement
and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and
the Borrower shall take such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.


 


Section 12.06         Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)            This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract.


 






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(b)            This
Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent
and (ii) reductions of the LC Commitment of any Issuing Bank constitute the entire contract among the parties relating to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO
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.


 


(c)            Except
as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each
of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(d)            Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures
in any form or format without its prior written consent.


 


Section 12.07          Severability.
Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section 12.08          Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including
obligations under Swap Agreements) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or
the account of the Borrower or any Restricted Subsidiary against any of and all the obligations of the Borrower or any Restricted Subsidiary
owed to such Lender, or such Issuing Bank or their respective Affiliates now or hereafter existing under this Agreement or any other Loan
Document, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or
any other Loan Document and although such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such
Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so setoff shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.03 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Banks, and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The rights
of each Lender, each Issuing Bank and their respective Affiliates under this Section 12.08 are in addition to other rights
and remedies (including other rights of setoff) which such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender
and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such setoff and application.


 






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Section 12.09         GOVERNING
LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a)            THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)            ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR WITH RESPECT TO THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATING HERETO OR THERETO SHALL BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (OR IF SUCH COURT
LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN), AND ANY APPELLATE
COURT FROM ANY COURT THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT
PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS. 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. NOTHING IN THIS AGREEMENT
OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST THE BORROWER, ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.


 


(c)            EACH
PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.01.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(d)            EACH
PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY); (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES
THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.


 






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Section 12.10          Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 12.11          Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or any pledge or assignment permitted under Section 12.04(d) or (ii) any actual or prospective counterparty
(or its advisors) to any Swap Agreement or derivative transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this
Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis from a source other than the Borrower or (i) on a confidential basis to (i) any rating agency in connection with rating
the Borrower or its Subsidiaries or the credit facilities provided for herein or (ii) the CUSIP Service Bureau or any similar agency
in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein. For
the purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating
to the Borrower or any Subsidiary and their businesses, other than any such information that is available to the Administrative Agent,
the Issuing Banks or any Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary and other than information
pertaining to this Agreement routinely and customarily provided by Arrangers to data service providers, including league table providers,
that serve the lending industry; provided that, in the case of information received from the Borrower or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section 12.11 shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own
confidential information.


 


Section 12.12          Interest
Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it.
Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved
by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that
would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated
and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been
received by such Lender.


 






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Section 12.13          EXCULPATION
PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT
READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT
IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY
INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO
AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”


 


Section 12.14          No
Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuing
Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including
any Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialman) shall have any rights, claims, remedies
or privileges hereunder or under any other Loan Document against the Administrative Agent, any other Agent, the Issuing Bank or any Lender
for any reason whatsoever. Other than the Indemnitees, there are no third party beneficiaries.


 


Section 12.15          USA
Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “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 and other information that will allow such
Lender to identify the Borrower in accordance with the Patriot Act.


 






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Section 12.16         Most
Favored Lender.


 


(a)            If
at any time (including as in effect on the Effective Date) any Material Debt Document shall include any financial covenant, any event
of default (whether set forth as a undertaking, event of default, prepayment event or other such provision) or prepayment right not set
forth herein or that would be more beneficial to the Lenders than any analogous provision contained in this Agreement (any such financial
covenant, event of default or prepayment right, an “Additional Provision”), then the Borrower shall provide a Most
Favored Lender Notice to the Administrative Agent. Thereupon, unless waived in writing by the Majority Lenders within thirty (30) days
of receipt of such Most Favored Lender Notice by the Administrative Agent, such Additional Provision (and any related definitions) shall
be deemed automatically incorporated by reference into this Agreement, mutatis mutandis (including any grace period, if applicable,
with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the
date when such Additional Provision became effective under such Material Debt Document. Notwithstanding any of the foregoing to the contrary,
it is hereby agreed that if no such Most Favored Lender Notice is provided by the date required herein, such Additional Provision shall
be deemed automatically incorporated by reference in accordance with the terms of the previous sentence, effective as of the date when
such Additional Provision became effective under such Material Debt Document. Thereafter upon the request of any Lender, the Borrower
shall enter into any additional agreement or amendment to this Agreement reasonably requested by such Lender evidencing any of the foregoing.
As used herein, “Most Favored Lender Notice” means, in respect of any Additional Provision, a written notice to the
Administrative Agent delivered promptly, and in any event within ten (10) Business Days after the inclusion of such Additional Provision
in any Material Debt Document (including by way of amendment or other modification of any existing provision thereof), by a Financial
Officer of the Borrower referring to the provisions of this Section 12.16 and setting forth a description of such Additional
Provision (including any defined terms used therein) and related explanatory calculations, as applicable.


 


(b)            So
long as no Default or Event of Default has occurred and is continuing on the date on which any Additional Provision is amended or modified
in the relevant Material Debt Document such that such Additional Provision is less restrictive on the Borrower, any Additional Provision
is removed from such Material Debt Document or such Material Debt Document shall be terminated, any Additional Provision incorporated
into this Agreement pursuant to this Section 12.16:


 


(i)             shall
be deemed amended, modified or removed as a result of any amendment, modification or removal of such Additional Provision under such Material
Debt Document and


 


(ii)            shall
be deemed deleted from this Agreement at such time as such Material Debt Document shall be terminated and no amounts shall be outstanding
thereunder; provided, that,


 


(A)            other
than as provided in Section 12.02, this Agreement shall not be amended to delete any covenant, undertaking, Event of Default,
restriction or other provision included in this Agreement (other than by operation of Section 12.16(a)) or to make any such
provision less restrictive on the Borrower and its Subsidiaries; and


 


(B)            if
any lender or agent under such Material Debt Document is paid any remuneration as consideration for any amendment, modification or removal
of such Additional Provision under such Material Debt Document, then such remuneration shall be concurrently paid, on the same equivalent
terms, ratably to each Lender.


 


Section 12.17          Material
Non-Public Information.


 


(a)            EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 12.11 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 






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(b)            ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR
IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER, THE GUARANTORS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE
BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


Section 12.18         No
Fiduciary Duty, etc.


 


(a)            The
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity
of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other Person. The Borrower agrees
that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection
with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party
is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower
shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and
appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility
or liability to the Borrower with respect thereto.


 


(b)            The
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and
other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the
Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit
Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be
exercised by the holder of the rights, in its sole discretion.


 


(c)            In
addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party
will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other
relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit
Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to
use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained
from other companies.


 






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Section 12.19         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 


Section 12.20         Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the 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):


 


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


 


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ANNEX I


 


LIST OF MAXIMUM CREDIT AMOUNTS


 


Aggregate Maximum Credit Amounts


 


	Name of Lender	 	Applicable

Percentage	 	 	Maximum Credit Amount	 
	JPMorgan Chase Bank, N.A.	 	 	8.666666667	%	 	$	130,000,000.00	 
	Bank of America, N.A.	 	 	8.666666667	%	 	$	130,000,000.00	 
	Bank of Montreal	 	 	7.000000000	%	 	$	105,000,000.00	 
	The Bank of Nova Scotia, Houston Branch	 	 	7.000000000	%	 	$	105,000,000.00	 
	Citibank, N.A.	 	 	7.000000000	%	 	$	105,000,000.00	 
	Compass Bank	 	 	7.000000000	%	 	$	105,000,000.00	 
	Toronto Dominion (New York) LLC	 	 	7.000000000	%	 	$	105,000,000.00	 
	U.S. Bank National Association	 	 	7.000000000	%	 	$	105,000,000.00	 
	Wells Fargo Bank, N.A.	 	 	7.000000000	%	 	$	105,000,000.00	 
	Branch Banking and Trust Company	 	 	5.000000000	%	 	$	75,000,000.00	 
	Canadian Imperial Bank of Commerce, New York Branch	 	 	5.000000000	%	 	$	75,000,000.00	 
	PNC Bank, National Association	 	 	5.000000000	%	 	$	75,000,000.00	 
	Royal Bank of Canada	 	 	5.000000000	%	 	$	75,000,000.00	 
	Sumitomo Mitsui Banking Corporation	 	 	5.000000000	%	 	$	75,000,000.00	 
	Capital One, National Association	 	 	4.333333333	%	 	$	65,000,000.00	 
	KeyBank National Association	 	 	4.333333333	%	 	$	65,000,000.00	 
	TOTAL	 	 	100.000000000	%	 	$	1,500,000,000	 



 






    Annex I


     


    

 


Exhibit B


 






    


     


    

 


 


SCHEDULE 1.02(c)


 


ASSUMED LETTERS OF CREDIT


 


	Issuer	Beneficiary	L/C
    Number	Principal

Amount	Date
    of Issuance	Maturity
    Date
	JPMorgan
    Chase Bank, N.A.	Chevron
    U.S.A. Inc.	NUSCGS026325	2,500,000.00	6/20/2019	6/13/2022