Exhibit 10.1


 





EXECUTION VERSION


 










 



 


CREDIT AGREEMENT



dated as of



December 10, 2019



Among



BAKER HUGHES, A GE COMPANY, LLC,



as the Borrower,



The Lenders Party Hereto,






 


and


 


JPMORGAN CHASE BANK, N.A., as Administrative
Agent







$3,000,000,000 REVOLVING CREDIT FACILITY


 


JPMorgan Chase Bank, N.A., Citigroup Global
Markets Inc., UniCredit Bank AG, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., HSBC Bank USA, N.A., BofA Securities,
Inc. and


 


Morgan Stanley Senior Funding, Inc.,

as Joint Bookrunners and Joint Lead Arrangers



Citibank, N.A., and UniCredit Bank AG, New York Branch,

as Syndication Agents


 


Barclays Bank PLC, Deutsche Bank Securities
Inc., HSBC Bank USA, N.A., Bank of America, N.A. and Morgan Stanley Senior Funding, Inc.,

as Documentation Agents


 




     


     


    

TABLE OF CONTENTS


 


Page


 




	Article I DEFINITIONS	1
	Section 1.01.   Defined Terms	1
	Section 1.02.   Classification of Loans and Borrowings	15
	Section 1.03.   Terms Generally	15
	Section 1.04.   Interest Rates; LIBOR Notification	15
	Section 1.05.   Divisions	15
	Article II THE CREDITS	16
	Section 2.01.   Commitments; Additional Commitments	16
	Section 2.02.   Loans and Borrowings	16
	Section 2.03.   Requests for Borrowings	17
	Section 2.04.   Funding of Borrowings	18
	Section 2.05.   Interest Elections	18
	Section 2.06.   Termination and Reduction of Commitments	19
	Section 2.07.   Repayment of Loans; Evidence of Debt	20
	Section 2.08.   Prepayment of Loans	20
	Section 2.09.   Fees	21
	Section 2.10.   Interest	21
	Section 2.11.   Alternate Rate of Interest	22
	Section 2.12.   Increased Costs	23
	Section 2.13.   Taxes	24
	Section 2.14.   Payments Generally	27
	Section 2.15.   Replacement of Lenders	28
	Section 2.16.   Break Funding Payments	28
	Section 2.17.   Illegality	29
	Section 2.18.   Extension Option	29
	Article III REPRESENTATIONS OF BORROWER	30
	Article IV CONDITIONS	32
	Section 4.01.   Effective Date	32
	Section 4.02.   Each Credit Event	33
	Section 4.03.   Conditions to Extension of Commitments	33
	Article V AFFIRMATIVE COVENANTS	34
	Section 5.01.   Compliance with Laws	34
	Section 5.02.   Preservation of Existence	34
	Section 5.03.   Taxes	34
	Section 5.04.   Reporting Requirements	34
	Section 5.05.   Notices of Other Material Events	35
	Section 5.06.   Books and Records	36
	Section 5.07.   Maintenance of Properties	36
	Section 5.08.   Transactions with Affiliates	36
	Section 5.09.   Anti-Corruption and Sanctions	37
	Article VI NEGATIVE COVENANTS	37
	Section 6.01.   Liens	37



 



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	Section 6.02.   Indebtedness	38
	Section 6.03.   Merger, Consolidation; Asset Sales	39
	Article VII EVENTS OF DEFAULT	40
	Article VIII THE ADMINISTRATIVE AGENT	41
	Article IX MISCELLANEOUS	43
	Section 9.01.   Notices	43
	Section 9.02.   Waivers; Amendments	43
	Section 9.03.   Expenses; Indemnity	44
	Section 9.04.   Successors and Assigns	44
	Section 9.05.   Counterparts; Integration; Effectiveness	47
	Section 9.06.   Governing Law; Jurisdiction	47
	Section 9.07.   Headings	48
	Section 9.08.   Confidentiality	48
	Section 9.09.   WAIVER OF JURY TRIAL	48
	Section 9.10.   USA PATRIOT Act	48
	Section 9.11.   No Fiduciary Duty	48
	Section 9.12.   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	49
	Section 9.13.   Acknowledgement Regarding Supported QFCs	49


SCHEDULES:


 





	Schedule 2.01	Commitments







 


EXHIBITS:


 


	Exhibit A	Form of Assignment and Acceptance
	Exhibit B-1	Form of Increased Facility Activation Notice
	Exhibit B-2	Form of New Lender Supplement
	Exhibit C	Form of Tax Certificate




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CREDIT AGREEMENT (this
“Agreement”), dated as of December 10, 2019, among BAKER HUGHES, A GE COMPANY, LLC (the “Borrower”),
the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined below).


 


The parties hereto agree
as follows:


 


Article
I



DEFINITIONS


 


Section
1.01.  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.


 


“Alternate Base
Rate” means, a fluctuating per annum rate of interest equal to the highest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day, plus 50 basis points per annum, and (c) the sum of (i) the Eurodollar Rate applicable
for an Interest Period of one month determined two (2) Business Days prior to the first day of the then current month and (ii)
1.00% per annum. Any change in the Alternate Base Rate (or any component thereof) due to a change in the NYFRB Rate or the Eurodollar
Rate, as the case may be, shall be effective from and including the effective date of such change in the NYFRB Rate or the Eurodollar
Rate, as the case may be.


 


“Additional
Commitment Bank” has the meaning set forth in Section 2.18(c).


 


“Administrative
Agent” means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder.


 


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


 


“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.


 


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


 


“Applicable
Margin” means, for any day, with respect to any Loan or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate (expressed in basis points per annum) set forth below under the caption “Commitment Fee
Rate”, “Eurodollar Loan Applicable Margin”, or “ABR Loan Applicable Margin”, as the case may be:


 


	Pricing

Level	Ratings

Moody’s/S&P	Commitment

Fee Rate	Eurodollar Loan

Applicable Margin	ABR Loan

Applicable Margin
	1	≥ Aa3/AA-	5.0	62.5	0.0




     


     


    

	Pricing

Level	Ratings

Moody’s/S&P	Commitment

Fee Rate	Eurodollar Loan

Applicable Margin	ABR Loan

Applicable Margin
	2	A1/A+	6.0	75.0	0.0
	3	A2/A	7.5	87.5	0.0
	4	A3/A-	9.0	100.0	0.0
	5	≤ Baa1/BBB+	12.5	112.5	12.5



 

For purposes of the foregoing,
“Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s
of the Borrower’s senior unsecured non-credit enhanced long-term Indebtedness for borrowed money; provided that, if
a Rating is issued by each of S&P and Moody’s, then the higher of such Ratings shall apply, unless there is a split in
Ratings of more than one level, in which case the level that is one level lower than the higher Rating shall apply. The Ratings
shall be determined from the most recent public announcement of any changes in the Ratings. If the rating system of S&P or
Moody’s shall change, the Borrower and the Administrative Agent shall negotiate in good faith to amend this Agreement to
reflect such changed rating system and, pending the effectiveness of such amendment, the Rating shall be determined by reference
to the rating most recently in effect prior to such change.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or
any other form approved by the Administrative Agent.


 


“Availability
Period” means, with respect to the making of Loans, the period from and including the Effective Date to but excluding
the earlier of the Final Maturity Date and the date of the termination of the relevant Commitments.


 


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


 


“Bail-In Legislation”
means, 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 for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bank Secrecy
Act” means The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330), as amended.


 


“Benchmark Replacement”
means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative
Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for
determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to the Eurodollar Rate for U.S. dollar-denominated syndicated credit facilities and (b) the
Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero,
the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided, further, that any


 




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such Benchmark Replacement
shall be administratively feasible as determined by the Administrative Agent in its sole discretion.


 


“Benchmark Replacement
Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which may
be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body
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 the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated syndicated credit facilities at such time.


 


“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 “Interest Period,” timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent
decides in its reasonable discretion 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 the 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).


 


“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the Eurodollar Rate:


 


(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 the LIBO Screen Rate permanently or
indefinitely ceases to provide the LIBO Screen Rate; or


 


(2) in the case of clause
(3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information
referenced therein.


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the Eurodollar Rate:


 


(1) a public statement
or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such administrator has
ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;


 


(2) a public statement
or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution authority with jurisdiction
over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or resolution authority over the
administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO Screen Rate has ceased or
will cease to provide the LIBO Screen Rate permanently or


 




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indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO
Screen Rate; and/or


 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing that the LIBO
Screen Rate is no longer representative.


 


“Benchmark Transition
Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication)
and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent, the Required Lenders or the Borrower,
as applicable, by notice to the Borrower, the Administrative Agent and the Lenders, as the case may be.


 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the Eurodollar Rate and solely to the extent that the Eurodollar Rate has not been replaced with a Benchmark Replacement, the
period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has
replaced the Eurodollar Rate for all purposes hereunder in accordance with Section 2.11 and (y) ending at the time that
a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.11.


 


“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.


 


“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).


 


“Borrower”
has the meaning given to it in the preamble hereto.


 


“Borrowing”
means Loans of the same Type, made to the Borrower, 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 Date”
means any Business Day specified by the Borrower as a date on which the Borrower requests the Lenders to make Loans hereunder.


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, the term “Business Day” shall also exclude, when used in connection
with a Eurodollar Loan, any day on which banks are not open for dealings in Dollar deposits in the London and New York interbank
markets.


 




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“Change Event”
has the meaning given to it in Section 2.12.


 


“Change in Law”
has the meaning given to it in Section 2.12.


 


“Change of Control”
means that any person or group of persons (within the meaning of Section 13 or Section 14 of the Securities Exchange Act of 1934,
as amended) other than Baker Hughes Company and its direct or indirect subsidiaries shall have acquired, directly or indirectly,
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of a majority of the outstanding
shares of equity securities (or other securities convertible into such securities) of the Borrower at the time entitled to vote
for election of directors (or equivalent governing body) of the Borrower. Notwithstanding the foregoing, (a) it is agreed that
the sale of equity securities of the Borrower owned by GE (or an Affiliate thereof) as of the Effective Date shall not constitute
a Change of Control, and (b) a transaction will not be deemed to involve a Change of Control solely as a result of Baker Hughes
Company becoming a direct or indirect subsidiary of a new parent company (“New Parent”); provided
that no person or group of persons (as defined above) is or becomes the beneficial owner, directly or indirectly, of a majority
of the outstanding shares of equity securities (or other securities convertible into such securities) of New Parent at the time
entitled to vote for election of directors (or equivalent governing body) of New Parent, in each case as determined above.


 


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


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.06, (b) increased from time to time pursuant to Section 2.01(b), (c) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04, (d) with respect to
a Declining Lender, terminated in accordance with Section 2.18(b). The initial amount of each Lender’s Commitment
is set forth on Schedule 2.01, in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment,
or in the New Lender Supplement pursuant to which such Lender shall have become a party hereto, as applicable.


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as
a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative
Agent in accordance with:


 


(1) the rate, or methodology
for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded
SOFR; provided that:


 


(2) if, and to the extent
that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the
rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion
are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated
syndicated credit facilities at such time;


 


provided, further,
that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (1)
or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined
for purposes of the definition of “Benchmark Replacement.”


 




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“Conduit Lender”
means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender
of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if,
for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have
the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to Section 2.12, 2.13, 2.16 or 9.03 than the designating Lender would have been entitled to
receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.


 


“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 a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurodollar
Rate.


 


“Covered Entity”
means any of the following:


 


		(i)	a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b);



 


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



 


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



 


“Consolidated
Net Worth” means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated
on a consolidated basis as of such time (excluding treasury stock), determined in accordance with GAAP.


 


“Covered Party”
has the meaning assigned to it in Section 9.13.


 


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


 


“Declining Lender”
has the meaning set forth in Section 2.18.


 


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


 


“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, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion
of its Loans (other than at the direction or request of any regulatory authority) within three Business Days of the date required
to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend
to


 




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comply with any of its
funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed,
within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement
relating to its obligations to fund prospective Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become
or is insolvent, (ii) become the subject of a public bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment or has a parent company that has become the subject of a public bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of,
or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become the subject of
a Bail-In Action, unless in the case of clauses (a), (b) and (c) above, such Lender notifies the Administrative Agent in writing
that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been
satisfied.


 


Notwithstanding anything
to the contrary above, a Lender (other than a Lender which is the subject of a Bail-In Action) will not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any equity interests in, or other exercise of control over, such Lender or
its parent company by any Governmental Authority. In the event that the Administrative Agent and the Borrower each agrees that
a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall
no longer be deemed to be a Defaulting Lender.


 


“Documentation
Agents” means the Documentation Agents identified on the cover page of this Agreement.


 


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


 


“Early Opt-in
Election” means the occurrence of:


 


(1) (i) a determination
by the Administrative Agent or the Borrower or (ii) a notification by the Required Lenders to the Administrative Agent (with a
copy to the Borrower) that the Required Lenders have determined, in each case of clauses (i) and (ii), that U.S. dollar-denominated
syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.11
are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate,
and


 


(2) (i) the election
by the Administrative Agent or the Borrower or (ii) the election by the Required Lenders, in each case of clauses (i) and (ii),
to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent, the Borrower
or such Lenders of written notice of such election to the Administrative Agent, the Borrower and the Lenders, as the case may be.


 


“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.


 




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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).


 


“EMU Legislation”
means legislative measures of the European Union (including, without limitation, the European Council regulations) for the introduction
of, changeover to or operation of the Euro in one or more member states.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder, in each case as now or hereafter in effect, and any reference to any statutory provision shall be deemed to
be a reference to any successor provision or provisions.


 


“ERISA Affiliate”
means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control
with the Borrower, within the meaning of Section 414(a) or (b) of the Code, and, for purposes of Section 412 of the Code, Section
414(m) of the Code.


 


“ERISA Event”
means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the
30-day notice requirement with respect to such event has been waived by the PBGC or applicable regulation; (b) the application
for a minimum funding waiver under Section 302(c) of ERISA with respect to a Plan; (c) the provision by the administrator of any
Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect
to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or
any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2)
of ERISA; (f) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any
Plan; or (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence
of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment
of a trustee to administer, a Plan.


 


“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”
means, 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 Eurodollar Rate.


 


“Eurodollar
Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters Capital
Markets Report Screen LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative
Agent from time to time for purposes of providing quotations of interest rates applicable


 




     8


     


    

to Dollar deposits in
the London interbank market) (the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest
Period; provided that if the rate appearing on such screen at such time shall be less than zero, such rate shall be deemed
to be zero for the purposes of this Agreement.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any 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 net income or net profits and franchise
taxes (imposed in lieu of net income taxes) by any jurisdiction as a result of such party being organized or resident, having its
principal office or applicable lending office or doing business in such jurisdiction or having any other present or former connection
with such jurisdiction (other than a business or other connection deemed to arise solely from such person having executed, delivered,
become a party to, or performed its obligations or received a payment under, or enforced and/or engaged in any activities contemplated
with respect to, this Agreement), (b) any withholding or backup withholding taxes attributable to any person’s failure to
comply with Section 2.13(e), (f) and (i) of this Agreement, (c) any tax that is imposed pursuant to a law in effect at the
time such Lender becomes a party to this Agreement or designates a new lending office, except to the extent that such Lender or
its assignor, if any, was entitled, immediately prior to such designation of a new lending office or assignment, to receive additional
amounts from the Borrower with respect to any tax pursuant to Section 2.13 and other than pursuant to an assignment request
of the Borrower under Section 2.15, (d) any tax in the nature of the branch profits tax within the meaning of Section 884(a)
of the Code and any similar tax imposed by any jurisdiction and (e) any U.S. federal withholding taxes that are imposed by reason
of or pursuant to FATCA.


 


“Extending Bank”
has the meaning set forth in Section 2.18.


 


“FATCA”
means Sections 1471–1474 of the Code as of the date of this Agreement (or any successor Code provisions that are substantively
similar thereto and which do not impose criteria that are materially more onerous than those contained in such Sections as of the
date of this Agreement), any current or future regulations issued thereunder or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation, or official agreement implementing
any such agreements.


 


“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 shall be set forth on the Federal Reserve Bank of New York’s
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 shall be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement.


 


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


 


“Final Maturity
Date” means December 10, 2024 or, with respect to any Extending Bank or Additional Commitment Bank, such later date as
specified in Section 2.18.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 




     9


     


    

“GE”
means General Electric Company.


 


“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.


 


“Increased Facility
Activation Notice” means a notice substantially in the form of Exhibit B-1.


 


“Increased Facility
Closing Date” means any Business Day designated as such in an Increased Facility Activation Notice.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments and (c) all guarantees by such Person of Indebtedness of others.


 


“Indemnified
Taxes” means Taxes (other than Excluded Taxes and Other Taxes) that are imposed in respect of a payment by, or on account
of an obligation of, the Borrower hereunder.


 


“Indemnitee”
has the meaning given to it in Section 9.03(b).


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December 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.


 


“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 (or, to the extent made available by all the Lenders, twelve)
months thereafter, as the Borrower may elect; provided, that (i) 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 (ii)
any Interest Period 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.


 


“JPMorgan Chase
Bank” means JPMorgan Chase Bank, N.A.


 


“Lead Arrangers”
means the Joint Bookrunners and Joint Lead Arrangers identified on the cover page of this Agreement.


 




     10


     


    

“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to a New Lender
Supplement or an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed
to include any Conduit Lender.


 


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, including, without limitation, the lien or retained
security title of a conditional vendor and a statutory deemed trust; provided, however, that for the avoidance of
doubt, the interest of a Person as owner or lessor under charters or leases of property and the rights of setoff of banks shall
not constitute a “Lien” on or in respect of the relevant property.


 


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


 


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


 


“Margin Stock”
means margin stock within the meaning of Regulations T, U and X, as applicable.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, property, operations or financial condition of the Borrower
and its subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or the rights or remedies of the
Administrative Agent or the Lenders hereunder.


 


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


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Multiple Employer
Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained
and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event
such plan has been or were to be terminated.


 


“New Lender”
has the meaning given to it in Section 2.01(b)(ii).


 


“New Lender
Supplement” has the meaning given to it in Section 2.01(b)(ii).


 


“Non-U.S. Lender”
has the meaning given to it in Section 2.13(e).


 


“Notice Date”
has the meaning set forth in Section 2.18.


 


“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


 




     11


     


    

transaction quoted at
11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement.


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, this Agreement, except any such Taxes that are imposed with respect to an assignment
(other than an assignment made pursuant to Section 2.13(g) or 2.15) and as a result of a present or former connection
between any Lender or Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from the Lender
or Administrative Agent having executed, delivered, become a party to, performed its obligations under, received payments under,
or enforced this Agreement).


 


“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 the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by
the NYFRB as an overnight bank funding rate.


 


“Participating
Member State” means a member of the European Communities that has the Euro as its currency in accordance with EMU Legislation.


 


“Participant”
has the meaning given to it in Section 9.04(e).


 


“Participant
Register” has the meaning given to it in Section 9.04(e).


 


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


 


“PDF”,
when used in reference to notices via e-mail attachment, means portable document format or a similar electronic file format.


 


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


 


“Plan”
means a Single Employer Plan or a Multiple Employer Plan.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change
is publicly announced as being effective.


 


“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 it in Section 9.13.


 


“Register”
has the meaning set forth in Section 9.04.


 




     12


     


    

“Regulation
T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.


 


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


 


“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.


 


“Required Lenders”
means, at any time, Lenders (excluding Defaulting Lenders) having Credit Exposures and unused Commitments representing more than
50% of the sum of the total Credit Exposures and unused Commitments at such time (in each case, excluding the Commitments and Credit
Exposures of Defaulting Lenders).


 


“S&P”
means Standard & Poor’s Financial Services LLC or any successor.


 


“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (including,
without limitation, at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, any (a) Person listed in any Sanctions-related list of designated Persons maintained by OFAC,
the U.S. Department of State, the United Nations Security Council or any similar list maintained by the European Union or Her Majesty’s
Treasury of the United Kingdom (b) any Governmental Authority of any Sanctioned Country, (c) any Person located, organized or resident
in a Sanctioned Country, (d) any Person directly or indirectly 50% or more owned by, or otherwise controlled by, any Person or
Persons referenced in clauses (a) or (b) or (e) any Person otherwise a target of Sanctions on a similar or otherwise published
list..


 


“Sanctions”
means 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 OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union
or Her Majesty’s Treasury of the United Kingdom.


 


“Single Employer
Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
of the Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained
and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such
plan has been or were to be terminated.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 




     13


     


    

“SOFR-Based
Rate” means SOFR, Compounded SOFR or Term SOFR.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled,
by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Supported QFC”
has the meaning assigned to it in Section 9.13.


 


“Syndication
Agents” means the Syndication Agents identified on the cover page of this Agreement.


 


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


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Treaty”
means the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single
European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1,
1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice
Treaty (which was signed at Nice on February 26, 2001), each as amended from time to time and as referred to in legislative measures
of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.


 


“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 Eurodollar Rate or the Alternate Base Rate.


 


“U.S. Special
Resolution Regimes” has the meaning assigned to it in Section 9.13.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that,
if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be
deemed to be zero for the purposes of this Agreement.


 


“Withholding
Agent” means the Borrower and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, 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.


 




     14


     


    

Section
1.02.  Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred
to by Type (e.g., “Eurodollar Loans”). Borrowings also may be classified and referred to by Type (e.g., “a Eurodollar
Borrowing”).


 


Section
1.03.  Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as
the word “shall”. Unless the context requires otherwise (a) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (b) 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 and (c) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement.


 


Section
1.04.  Interest Rates; LIBOR Notification. 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. In July 2017, the
U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks
to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the
“IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing
in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate
upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry
initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered
rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.11 provides a mechanism
for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section
2.11, 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 or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar
Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation,
(i) any such alternative, successor or replacement rate implemented pursuant to Section 2.11, whether upon the occurrence
of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming
Changes pursuant to Section 2.11), 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 Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or
unavailability.


 


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


 




     15


     


    

Article
II



THE CREDITS


 


Section
2.01.  Commitments; Additional Commitments.


 


(a)    Subject
to the terms and conditions set forth herein, each Lender severally agrees to make loans (each, a “Loan”) in
Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result
in such Lender’s Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limit and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans, except that no borrowing or reborrowing
may occur after the Availability Period. The Loans shall in each case be ABR Loans or Eurodollar Loans, as the Borrower shall request.


 


(b)    Additional
Commitments.


 


(i)    
The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent
not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase
the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice
specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing,
without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount
of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph
shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected
by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described
in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice
to all Lenders of any such increase.


 


(ii)    Any
additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects
to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i)
shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit
B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all
purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement
(other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender).


 


(iii)    On
each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s)
that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders,
so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with
Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.


 


Section
2.02.  Loans and Borrowings.


 


(a)    Each
Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective unused
Commitments. Subject to Section 2.11, each


 




     16


     


    

Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.


 


(b)    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, other than any Commitment made by a Lender through a Conduit Lender as described in the definition thereof,
which Commitment shall be the joint obligation of such Conduit Lender and its designating Lender, the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(c)    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.


 


(d)    At
the commencement of each Interest Period for any Eurodollar Borrowing and at the time that each ABR Borrowing is made, as the case
may be, such Borrowing shall be in an aggregate amount that is an integral multiple of $2,500,000 and not less than $10,000,000
for Eurodollar Borrowings and ABR Borrowings; provided that each such Borrowing may be in an aggregate amount that is equal
to the entire unused balance of the total Commitments.


 


(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 ten Eurodollar Borrowings made by the Borrower.


 


(f)    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 Final Maturity Date.


 


Section
2.03.  Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 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 10:00 a.m., New York City time,
on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy or email with PDF attachment to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:


 


(i)    the
aggregate amount and currency 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”; and


 


(v)    the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.04.


 




     17


     


    

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. Promptly
following receipt of a Borrowing Request in accordance with this Section, 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.  Funding of Borrowings.


 


(a)    Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds
in Dollars by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting
the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by
the Borrower in the applicable Borrowing Request.


 


(b)    Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed time 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 paragraph (a) of this Section 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 (x) the Administrative Agent shall notify
the Borrower of such inaction promptly following the Administrative Agent’s discovery of such inaction and (y) 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 Federal Funds Effective Rate (or, in the case of Eurodollar
Loans, such other customary overnight rate as shall be specified by the Administrative Agent) or (ii) in the case of the Borrower,
the interest rate applicable to such 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
2.05.  Interest Elections.


 


(a)    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. During the Availability Period, 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. 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)    To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone 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 telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy or email with PDF attachment to the Administrative
Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.


 




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(c)    Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)    the
Borrower and 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 clauses (iii) and (iv) below 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”.


 


(d)    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. 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.


 


(e)    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.


 


Section
2.06.  Termination and Reduction of Commitments.


 


(a)    Unless
previously terminated, the Commitments shall terminate on the Final Maturity Date.


 


(b)    The
Borrower may at any time terminate, or from time to time reduce, any of the Commitments; provided that (i) each reduction
of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000, (ii) the Borrower
shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with
Section 2.08, the total Credit Exposures would exceed the total Commitments.


 


(c)    The
Borrower shall notify the Administrative Agent of any election to terminate or reduce any of the Commitments under paragraph (b)
of this Section 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 shall be irrevocable; provided that
a notice of termination of Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities or the closing of a capital markets transaction, 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 Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.


 




     19


     


    

Section
2.07.  Repayment of Loans; Evidence of Debt.


 


(a)    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 Final Maturity Date in Dollars.


 


(b)    Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender to the Borrower, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(c)    The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.


 


(d)    The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the
Loans to it in accordance with the terms of this Agreement.


 


(e)    Any
Lender may reasonably request that Loans made by it to the Borrower be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and the Borrower. Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section
9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).


 


Section
2.08.  Prepayment of Loans.


 


(a)    Subject
to prior notice in accordance with paragraph (b) of this Section, the Borrower may at its option, at any time, without premium
or penalty of any kind (other than any payments required under Section 2.16), prepay, in whole or in part, any Borrowings
in Dollars.


 


(b)    The
Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or email with PDF attachment) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, on the date three
Business Days prior to the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m.,
New York City time, on the date 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 Commitments 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 that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02. Each


 




     20


     


    

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 2.10.


 


Section
2.09.  Fees.


 


(a)    The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee in Dollars, which shall accrue
at a rate per annum equal to the Applicable Margin under the caption “Commitment Fee Rate” on the average daily
unused amount of each Commitment of such Lender during the period from and including the date hereof to but excluding the date
on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September
and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after
the date hereof. All commitment fees shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall
be payable for the actual number of days elapsed (including the first Business Day but excluding the last day).


 


(b)    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.


 


(c)    All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution,
in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


Section
2.10.  Interest.


 


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


 


(b)    The
Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Eurodollar Rate for the Interest
Period in effect for such Borrowing plus the Applicable Margin.


 


(c)    Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount 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, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section


 


(d)    Accrued
interest on each Loan shall be payable in Dollars in arrears on each Interest Payment Date for such Loan; provided that
(i) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment,
(ii) 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, and (iii) all accrued interest on a Loan shall be payable
upon termination of the Commitments applicable to such Loan and upon the Final Maturity Date.


 


(e)    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 shall be computed on the basis of a


 




     21


     


    

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 or Eurodollar Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 


Section
2.11.  Alternate Rate of Interest.


 


(a)    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) that adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for such Interest Period; provided that no Benchmark Transition Event
shall have occurred at such time; or


 


(ii)    the
Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for such Interest Period 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 such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lender or Lenders by telephone or telecopy 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,
(i) 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) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect fewer than all Types of Borrowings,
then the other Types of Borrowings shall be permitted.


 


(b)    Notwithstanding
anything to the contrary herein, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable,
the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business
Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative
Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required
Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled
to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election
will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written
notice that such Required Lenders accept such amendment. No replacement of Eurodollar Rate with a Benchmark Replacement will occur
prior to the applicable Benchmark Transition Start Date.


 


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


 


(d)    The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or
an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement


 




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Conforming Changes and
(iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be
made by the Administrative Agent or Lenders pursuant to this Section 2.11, 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, 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 hereto, except, in each case, as expressly required pursuant to this Section 2.11.


 


(e)    Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) 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) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


Section
2.12.  Increased Costs. In the event that by reason of any change after the date of this Agreement in applicable
law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration, application or
interpretation thereof, or by reason of the adoption or enactment after the date of this Agreement of any requirement or directive
(whether or not having the force of law) of any Governmental Authority (each a “Change Event”); provided
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and
all requests, rules, guidelines or directives thereunder or issued in connection therewith, but only in the event that the applicable
Change Event results in the applicable Lender being in a materially different adverse position than exists as of the Effective
Date with respect to any of the items described in categories (a) and (b) below 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 be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued (collectively, a “Change in Law”):


 


(a)    any
Lender shall, with respect to this Agreement, be subject to any Taxes (other than (i) any Indemnified Taxes or Other Taxes in respect
of which additional amounts are payable (or would be so payable but for an exception under Section 2.13) pursuant to Section
2.13; or (ii) Excluded Taxes); or


 


(b)    any
reserve, capital adequacy, special deposit, liquidity or similar requirements of law should be imposed on either the commitments
to lend or the foreign claims of deposits of any Lender; and if any of the above-mentioned measures shall result in a material
increase in the cost to such Lender of making or maintaining its Loans or Commitments or a material reduction in the amount of
principal or interest received or receivable by such Lender in respect thereof, then upon prompt written notification (which shall
include the date of effectiveness of such change, adoption or enactment) and demand being made by such Lender for such additional
cost or reduction, the Borrower shall pay to such Lender, within 30 days of such demand being made by such Lender, such additional
cost or reduction; provided, however, that the Borrower shall not be responsible for any such cost or reduction that
may accrue to such Lender with respect to the period between the occurrence of the event which gave rise to such cost or reduction
and the date on which notification is given by such Lender to the Borrower; and provided, further, that the Borrower
shall not be obligated to pay such Lender any such additional cost or reduction unless such Lender certifies to the Borrower that
at such time such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements
having provisions similar to this Section; and provided, further, that any such additional cost or reduction allocated
to any Loan or Commitment shall not exceed the Borrower’s pro rata share of all costs attributable to all loans or advances
or commitments to all borrowers by such Lender that collectively


 




     23


     


    

result in the consequences
for which such Lender is to be compensated by the Borrower. Within 30 days of receipt of such notification, the Borrower will pay
such additional costs as may be applicable to the period subsequent to notification or prepay in full all Loans to it outstanding
under this Agreement so affected by such additional costs, together with interest and fees accrued thereon to the date of prepayment
in full. Such Lender shall use reasonable efforts (consistent with its internal policy applied on a non-discriminatory basis and
legal and regulatory restrictions) to designate a different applicable lending office for the Loans made by it and its Commitments
or to take other appropriate actions if such designation or actions, as the case may be, will avoid the need for, or reduce the
amount of, any increased costs to the Borrower incurred under this Section, and will not, in the opinion of such Lender, be otherwise
disadvantageous to such Lender.


 


Section
2.13.  Taxes.


 


(a)    Any
and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction
or withholding for any Taxes, except as required by law; provided that if the applicable Withholding Agent shall be required
to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary
so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums
payable under this Section) the Administrative Agent or Lender (as the case may be) receives from the Borrower an amount equal
to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable Withholding Agent shall
make such deductions or withholdings and (iii) the applicable Withholding Agent shall pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law. For the avoidance of doubt, a Tax imposed by reason of
or pursuant to FATCA is a Tax required by law to be deducted or withheld.


 


(b)    In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)    The
Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent or such Lender, as the case may be (other than any penalties, interest
and expenses resulting from any bad faith, gross negligence or willful misconduct of the Administrative Agent or such Lender),
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d)    As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower 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.


 


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


 




     24


     


    

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. Without limiting
the generality of the foregoing, (i) each Lender (or Assignee or Participant) that is a “United States person” as defined
in Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased) two copies of IRS Form W-9 certifying that such Lender
(or Assignee or Participant) is exempt from U.S. federal backup withholding tax, (ii) each Lender (or Assignee or Participant)
that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of IRS Form W-8BEN or W-8BEN-E, Form W-8ECI or Form W-8IMY (together with any
applicable underlying IRS forms), and, in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest
under Section 881(c) of the Code, a certificate substantially in the form of Exhibit C-1, C-2, C-3 or C-4, as applicable, or any
subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on payments under this Agreement, and (iii) if a payment made
to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail
to comply with the applicable documentation or reporting requirements of FATCA (including those required pursuant to Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent
to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment (and, solely for purposes of this Section 2.13(e)(iii),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement). Such forms and documentation
shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant,
on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of
the Borrower or the Administrative Agent. In addition, each Lender shall deliver such forms and documentation promptly upon the
expiration, obsolescence or invalidity of any form or documentation previously delivered by such Lender. Each Lender shall promptly
notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this Section, a Lender shall not be required to deliver any form and documentation pursuant
to this Section that such Lender is not legally able to deliver.


 


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


 


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


 




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(g)    The
Administrative Agent and each Lender shall use reasonable efforts (consistent with its internal policy applied on a non-discriminatory
basis and legal and regulatory restrictions) to designate a different applicable lending office for the Loans made by it and its
Commitments or to take other appropriate actions if such designation or actions, as the case may be, will avoid the need for, or
reduce the amount of, any payments the Borrower is required to make under this Section 2.13, and will not, in the opinion
of the Administrative Agent or such Lender, be otherwise disadvantageous to the Administrative Agent or such Lender.


 


(h)    Each
Lender shall severally indemnify the Administrative Agent within 10 days after written demand therefor, for the full amount of
any Taxes attributable to such Lender that are payable or paid by the Administrative Agent, and reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error.


 


(i)    With
respect to payments made by the Borrower to the Administrative Agent for the benefit, or on account of any Lender (or Participant),
(i) each Administrative Agent that is a “United States person” as defined in Section 7701(a)(30) of the Code will provide
an IRS Form W-9, and (ii) each Administrative Agent that is not a “United States person” as defined in Section 7701(a)(30)
of the Code will provide an IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account
and an IRS Form W-8IMY (a) certifying its status as a qualified intermediary, (b) assuming primary withholding responsibility for
purposes of chapters 3 and 4 of the Code, and (c) either (1) assuming primary IRS Form 1099 reporting and backup withholding responsibility
or (2) assuming reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that
it maintains and that are held by specified U.S. persons as permitted under Treasury Regulations Section 1.6049-4(c)(4)(i) or (c)(4)(ii)
in lieu of IRS Form 1099 reporting. No Administrative Agent shall be permitted to make the election described in Section 1471(b)(3)
of the Code.


 


(j)    If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Section 2.13 (including by the payment of additional amounts pursuant to this Section
2.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 2.13 with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this Section 2.13(j) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority, other than any penalties, interest or other charges resulting from any bad faith, negligence or willful
misconduct of such indemnified party) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (j), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (j) the payment of which would place the indemnified party in
a less favorable net after-Tax position than the indemnified party 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 paragraph shall not be construed to require any indemnified party to
make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 




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Section
2.14.  Payments Generally.


 


(a)    Unless
otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder (including under Section
2.12, 2.13, 2.16, or otherwise) prior to 1:00 p.m., New York City time, on the date when due. All such payments
shall be made in immediately available funds, without 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 at 270 Park Avenue,
New York, New York or at such other office as directed by the Administrative Agent, except that payments pursuant to Sections
2.12, 2.13, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute in like funds any such payments received by 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 the currency in which the applicable payment obligation
is due.


 


(b)    If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
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 then due hereunder, ratably among the parties entitled thereto in accordance with the amounts
of principal then due to such parties.


 


(c)    If
any Lender shall, by exercising any right of counterclaim or otherwise, obtain payment in respect of any principal of or interest
on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its
Loans 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 of other Lenders to the extent necessary so that the benefit
of all such payments made shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans; 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 paragraph 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 to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph 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 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.


 


(d)    Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower
is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest


 




     27


     


    

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 Federal Funds Effective Rate.


 


(e)    If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then
the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until
all such unsatisfied obligations are fully paid.


 


Section
2.15.  Replacement of Lenders. If any Lender requests compensation, or is entitled to payments, under Section
2.12 or Section 2.13 or is affected in the manner described in Section 2.17, or if any Lender is a Defaulting
Lender or a Declining Lender, then the Borrower may, at its sole expense and effort (in the case of a claim for compensation under,
or payments pursuant to, Section 2.12 or Section 2.13, in the case of illegality under Section 2.17 or in
the case of a Declining Lender under Section 2.18) or at the expense and effort of any such Defaulting Lender, 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 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably
be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans,
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 (iii) in the case of
any such assignment resulting from a claim for compensation under, or payments pursuant to, Section 2.12 or Section 2.13
or from illegality under Section 2.17, such assignment will result in a reduction in such compensation or payments or eliminate
the illegality, as the case may be. 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.


 


Section
2.16.  Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than
on the last day of the 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 Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable under Section 2.08(b) and is revoked in accordance herewith), 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
2.15, 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, the loss to any Lender attributable to any such event shall be deemed to include an amount
reasonably determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay
for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment
to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue,
the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate
payable on such deposit were equal to the Eurodollar Rate for such Interest Period, over (ii) the amount of interest (as reasonably
determined by such Lender) that such Lender would earn on such principal amount for such period if such Lender were to invest such
principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits
in the relevant currency from other banks in the eurocurrency market at the commencement of such period. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive


 




     28


     


    

pursuant to this Section 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 15 days after receipt thereof.


 


Section
2.17.  Illegality. Notwithstanding any other provision herein, if the adoption of or any change in applicable law
or regulation or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar
Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar
Loans as such and convert ABR Loans into Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest
Periods with respect to such Loans or within such earlier period as required by law. If any such conversion or repayment of a Eurodollar
Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to Section 2.16. If circumstances subsequently change so
that any affected Lender shall determine that it is no longer so affected, such Lender will promptly notify the Borrower and the
Administrative Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Loans or to
convert ABR Loans into Eurodollar Loans shall be reinstated.


 


Section
2.18.  Extension Option.


 


(a)    The
Borrower may request that the Commitments be extended for up to two additional one year periods after any then existing Final Maturity
Date by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to
the Administrative Agent prior to any then existing Final Maturity Date. If a Lender agrees, in its individual and sole discretion,
to extend its Commitment (such Lender, an “Extending Bank”), it will notify the Administrative Agent, in writing,
of its decision to do so no later than 20 days after the applicable Notice Date. The Administrative Agent will notify the Borrower,
in writing, of the Lenders’ decisions no later than 25 days after such Notice Date.


 


(b)    No
Lender shall be required to consent to any such extension request or be required to increase its Commitment and any Lender that
declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Lender”)
will have its Commitment assigned to one or more Additional Commitment Banks (as defined below) in accordance with Section 2.15
or, if not so assigned, terminated on the then existing Final Maturity Date (without regard to any extension of the Commitments
of other Lenders).


 


(c)    On
or before any then existing Final Maturity Date in respect of which a notice pursuant to Section 2.18(a) is given, each
Extending Bank shall have the right to undertake an additional Commitment to replace any Declining Bank as an assignee thereof
in accordance with Section 2.15 and, if the aggregate of all such additional Commitments of Extending Banks is less than
the aggregate amount of the Commitments of the Declining Banks, the Borrower shall have the right to replace each Declining Bank
with, and add as “Lenders” under this Agreement in place thereof, one or more Persons that would constitute an eligible
assignee pursuant to Section 9.04(b) (each, together with any such Extending Bank to the extent of such Extending Bank’s
additional Commitment, an “Additional Commitment Bank”), all as provided in Section 2.15, each of which
Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Additional Commitment Bank
shall, effective as of the then existing Final Maturity Date, undertake a Commitment (and, if any such Additional Commitment Bank
is already a Lender, its such Commitment shall be in addition to any other Commitment of such Lender hereunder on such date); provided
that the Extending Banks will have the right to undertake additional Commitments in an aggregate amount up to the aggregate amount
of the Commitments of the Declining Banks before the Borrower will have the right to replace any Declining Bank with any Eligible


 




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Assignee that is not
already a Lender (it being understood that the Administrative Agent, in consultation with the Borrower, will be able to allocate
the aggregate amount of the Commitments of the Declining Banks among each such Extending Bank in an amount not to exceed the additional
Commitment that such Extending Bank agreed to undertake).


 


(d)    If
the Commitments of the Extending Banks and the Additional Commitment Banks aggregate 50% or less of the aggregate Commitments of
all Lenders as of immediately prior to such then existing Final Maturity Date, none of the Commitments (including the Commitment
of any Extending Bank) will be extended and the Final Maturity Date for each Lender shall remain unchanged.


 


(e)    If
(1) the Commitments of the Extending Banks and the Additional Commitment Banks aggregate greater than 50% of the aggregate Commitments
of all Lenders as of immediately prior to such then existing Final Maturity Date and (2) and on such then existing Final Maturity
Date, the applicable conditions set forth in Section 4.03 shall be satisfied, then, effective as of such then existing Final
Maturity Date, (i) the Final Maturity Date for each Bank that is an Extending Bank or an Additional Commitment Bank shall automatically
become the date that is one year following such then existing Final Maturity Date as in effect immediately prior to such extension,
(ii) the Final Maturity Date for each Lender that is a Declining Bank shall remain unchanged, (iii) each Additional Commitment
Bank that is not already a Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Commitment,
and each Additional Commitment Bank that is already a Lender shall thereupon have an additional Commitment, in each case as contemplated
by Section 2.18(c) above, and (iv) the aggregate amount of the Commitments shall equal the aggregate of the Commitments
of the Extending Banks and the Additional Commitment Banks at such time, provided such amount will not exceed the aggregate amount
of the Commitments in effect immediately prior to such then existing Final Maturity Date unless otherwise permitted by Section
2.01(b).


 


Article
III



REPRESENTATIONS OF BORROWER 


 


The Borrower represents
for and as to itself as follows:


 


(a)    The
Borrower has been duly organized and is validly existing and, if applicable, in good standing under the laws of the jurisdiction
of its organization, and the Borrower has all requisite power and authority to conduct its business, to own its properties and
to execute, deliver and perform its obligations under this Agreement.


 


(b)    The
execution, delivery and performance by the Borrower of this Agreement has been duly authorized by all necessary limited liability
company action and does not and will not violate any provision of any law or regulation, or contractual or limited liability company
restrictions, in each case, binding on the Borrower and material to the Borrower and its subsidiaries, taken as a whole.


 


(c)    This
Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject
however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted.


 


(d)    The
proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation T, Regulation U or Regulation
X.


 




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(e)    As
of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Borrower, threatened by or against any Subsidiary or against any of their respective properties or
revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected
to have a Material Adverse Effect.


 


(f)    The
Borrower maintains in effect policies and procedures designed to implement compliance in all material respects by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees and agents,
are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, and no action, suit or proceeding
by or before any Governmental Authority involving the Borrower or any of its Subsidiaries with respect to Anti-Corruption Laws
or Sanctions is pending or, to the best knowledge of the Borrower, threatened. None of the Borrower or any Subsidiary nor, to the
knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees or any of their respective
agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned
Person. No part of the proceeds of the Loans or the Loan Transactions will be used by the Borrower in violation of Anti-Corruption
Laws or applicable Sanctions.


 


(g)    The
Borrower maintains in effect policies and procedures designed to implement compliance in all material respects by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with the Anti-Money Laundering Laws. The operations
of the Borrower and its Subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations
and the applicable anti-money laundering statutes of jurisdictions where the Borrower and its Subsidiaries conduct business, and
the rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”), and no action, suit or
proceeding by or before any Governmental Authority involving the Borrower or any of its Subsidiaries with respect to the Anti-Money
Laundering Laws is pending or, to the best knowledge of the Borrower, threatened.


 


(h)    The
Borrower is not an EEA Financial Institution.


 


(i)    (i)
The consolidated balance sheet of the Borrower and its statements of income, stockholders equity and cash flows as of and for the
fiscal year ended December 31, 2018, reported on by KPMG LLP, independent public accountants, as filed with the Securities and
Exchange Commission, 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 dates and for such periods in accordance with GAAP; and (ii) since
December 31, 2018, to the date hereof, there has been no development or event that has had or could reasonably be expected to have
a Material Adverse Effect with respect to the Borrower and its subsidiaries, taken as a whole.


 


(j)    The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds
of any borrowing hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each borrowing
hereunder, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on
a consolidated basis) will be Margin Stock.


 


(k)    Neither
the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.


 




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(l)    The
Borrower will ensure that any information, including financial statements or other documents but excluding information of a general
economic or general industry nature, furnished to the Administrative Agent or the Lenders in connection with this Agreement or
any amendment or modification hereof or waiver hereunder, taken as a whole, contains no 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 misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the
date thereof as to the matters specified in this Section; provided, however, that, with respect to any such information,
exhibit or report consisting of statements, estimates, pro forma financial information, forward-looking statements and projections
regarding the future performance of the Borrower or any of its Subsidiaries (“Projections”), no representation
or warranty is made other than that such Projections have been prepared in good faith based upon assumptions believed by the Borrower
or such Subsidiary to be reasonable at the time.


 


(m)    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, if any, is true and correct in all
respects.


 


Article
IV



CONDITIONS


 


Section
4.01.  Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until
the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)    The
Administrative Agent (or its counsel) shall have received (x) from each Lender, either (i) a counterpart of this Agreement signed
on behalf of such party or parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party or parties have signed a counterpart of this Agreement
and (y) from the Borrower, a counterpart of this Agreement signed on behalf of the Borrower.


 


(b)    The
Administrative Agent shall have received the favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of Davis Polk & Wardwell LLP. The Borrower hereby requests such counsel to deliver such opinion.


 


(c)    The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and, if applicable, good standing of the Borrower, the authorization of the Loan
Transactions and any other legal matters relating to the Borrower, this Agreement or the Loan Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.


 


(d)    All
representations and warranties in this Agreement shall be true and correct in all material respects on and as of the Effective
Date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation
and warranty shall be required to be true and correct in all material respects as of such earlier date; provided, that any
representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar
language shall be true and correct in all respects.


 


(e)    Payment
of all reasonable and documented fees and expenses required to be reimbursed hereunder (with respect to expenses, to the extent
invoiced at least three business days prior to the Effective Date);


 




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(f)    (i)
The Administrative Agent shall have received, at least five 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 Act, to the extent reasonably requested in writing of the Borrower at least 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 days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower
at least 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);


 


(g)    The
Administrative Agent shall have received satisfactory evidence that the Credit Agreement, dated July 3, 2017, entered into among
JPMorgan Chase Bank, N.A., as the administrative agent thereunder, the Borrower and the lenders from time to time party thereto
has been terminated and repaid in full.


 


The Administrative Agent shall notify the
Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


Section
4.02.  Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject
to the satisfaction of the following conditions:


 


(a)    The
representations of the Borrower set forth in this Agreement (except for the representations set forth in clause (e) of Article
III) shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent any such
representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be required
to be true and correct in all material respects as of such earlier date; provided, that any representation and warranty
that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and
correct in all respects.


 


(b)    At
the time of and immediately after giving effect to such Borrowing no Default or Event of Default shall have occurred and be continuing.


 


(c)    The
Administrative Agent shall have received a Borrowing Request duly signed by the Borrower.


 


Each Borrowing shall be deemed to constitute
a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b)
of this Section.


 


Section
4.03.  Conditions to Extension of Commitments.


 


Any extension of the
Commitments pursuant to Section 2.18 shall not become effective on any then existing Final Maturity Date unless on such
then existing Final Maturity Date each of the following conditions is satisfied:


 


(a)    The
representations of the Borrower set forth in this Agreement (except for the representations set forth in clause (e) of Article
III) shall be true and correct in all material respects on and as of such then existing Final Maturity Date, except to the extent
any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall
be required to be true and correct in all material respects as of such earlier date; provided, that any representation and


 




     33


     


    

warranty that is qualified
as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.


 


(b)    No
Default or Event of Default shall have occurred and be continuing either prior to or after giving effect to such extension of the
Commitments on such then existing Final Maturity Date.


 


Article
V



AFFIRMATIVE COVENANTS


 


The Borrower hereby agrees
that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, the Borrower shall:


 


Section
5.01.  Compliance with Laws. Comply, and cause each of its Subsidiaries to comply, with all applicable law, rules,
regulations and orders (including, without limitation, ERISA and environmental laws and permits) except to the extent that failure
to so comply (in the aggregate for all such failures) could not reasonably be expected to have a Material Adverse Effect. The Borrower
will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section
5.02.  Preservation of Existence. (i) Preserve and maintain and cause each of its Subsidiaries to preserve and
maintain (unless, in the case of any Subsidiary, the Borrower or such Subsidiary determines that such preservation and maintenance
is no longer necessary in the conduct of the business of the Borrower and its Subsidiaries, taken as a whole), its corporate or
organizational existence, rights (charter and statutory), franchises, permits, licenses, approvals and privileges in the jurisdiction
of its organization; provided, however, that the Borrower and its Subsidiaries may consummate any merger, consolidation
conveyance, transfer, lease or disposition permitted under Section 6.03; and provided further that neither the Borrower
nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege, franchise or, solely
in the case of Subsidiaries, existence, if the failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect and (ii) qualify and remain qualified, and cause each of its Subsidiaries to qualify and remain
qualified, as a foreign organization in each jurisdiction in which qualification is necessary or desirable in view of its business
and operations or the ownership of its Properties, except where the failure to so qualify or remain qualified could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section
5.03.  Taxes. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, in the ordinary course
of business consistent with past practice, (i) all taxes, assessments, charges and like levies levied or imposed upon it or upon
its income, profits or property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided
that in no event shall either the Borrower or any Subsidiary be required to pay and discharge any such tax, assessment, charge,
levy or claim if (A) the failure to do so (in the aggregate for all such failures) could not reasonably be expected to have a Material
Adverse Effect or (B) the same is being contested in good faith and by appropriate proceedings and reserves, if required by GAAP,
have been established in conformity with GAAP.


 


Section
5.04.  Reporting Requirements. Furnish to the Administrative Agent:


 


(a)    as
soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower commencing with the fiscal
year ended December 31, 2019, a copy of the audited


 




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consolidated balance
sheet of the Borrower and its consolidated subsidiaries as at the end of such year and the related audited consolidated statements
of income and of cash flows for such year, reported on without a “going concern” or like qualification or exception,
or qualification arising out of the scope of the audit, by an independent certified public accountants of nationally recognized
standing;


 


(b)    as
soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal
year of the Borrower (commencing with the fiscal quarter ended March 31, 2020), the unaudited consolidated balance sheet of the
Borrower and its consolidated subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income
and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter; and


 


(c)    within
five (5) Business Days after filing with the SEC, copies of all registration statements (other than on Form S-8), proxy statements,
Forms 8-K (other than press releases) and Schedules 13-D filed by, or in respect of, the Borrower or any of its Subsidiaries with
the SEC;


 


(d)    as
soon as possible, and in any event within ten (10) days after any Responsible Officer has obtained knowledge of the occurrence
of any Default or Event of Default, written notice thereof setting forth details of such Default or Event of Default and the actions
that the Borrower has taken and proposes to take with respect thereto;


 


(e)    such
other information as any Lender through the Agent may from time to time reasonably request, including 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 Act and the Beneficial Ownership Regulation.


 


All such financial statements
shall be complete and correct in all material respects and shall be prepared in accordance with GAAP. Timely filing of such statements
with the Securities and Exchange Commission shall constitute compliance with this Section 5.04; provided that the
Borrower agrees to provide hard copies of such statements to any Lender upon the reasonable request of such Lender made to the
address provided in Section 9.01(b). If any direct or indirect parent company of the Borrower becomes a guarantor for payment
in full of the obligations hereunder, the Borrower may satisfy its obligations with respect to financial information relating to
the Borrower by furnishing financial information relating to such other parent guarantor in each case in accordance with the foregoing.


 


Section
5.05.  Notices of Other Material Events. The Borrower will furnish to the Administrative Agent prompt written notice
of the following:


 


(a)    the
filing or commencement of any action, suit, proceeding or investigation by or before any arbitrator or Governmental Authority against
or affecting the Borrower or any of its Subsidiaries, that, if adversely determined, could reasonably be expected to result in
a Material Adverse Effect; and


 


(b)    any
other development that results in a Material Adverse Effect.


 


Each notice delivered
under this Section (i) shall be in writing and (ii) shall be accompanied by a statement of a financial officer or other executive
officer of the Borrower setting forth the details of the event or development requiring such notice. Notwithstanding the foregoing
or anything herein to the contrary, in no event shall the Borrower be required to disclose or provide that portion of any information
(x) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited
by any applicable laws or regulations, (y) that is subject to attorney-client or similar privilege or constitutes attorney work
product or (z) in respect of which the Borrower owes


 




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confidentiality obligations
to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the restrictions
set forth in this sentence).


 


Section
5.06.  Books and Records. Keep books of record and account, in which entries shall be made of financial transactions
and the assets and business of the Borrower and each Subsidiary to the extent necessary for the Borrower to prepare financial statements
in accordance with GAAP on a consolidated basis.


 


Section
5.07.  Maintenance of Properties. Maintain and preserve, and cause each of its material Subsidiaries to maintain
and preserve, all of its material properties that are used or useful in the conduct of the business of the Borrower and its material
Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted.


 


Section
5.08.  Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise
permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable to the Borrower or such Subsidiary
and, if a comparable arm’s-length transaction is known by the Borrower, no less favorable to the Borrower or such Subsidiary
than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate; provided, however,
that the foregoing restriction shall not apply to:


 


(a)    transactions
between or among the Borrower and its Subsidiaries or with GE (or an Affiliate thereof);


 


(b)    transactions
or payments pursuant to any employment arrangements or employee, officer or director benefit plans or arrangements entered into
by the Borrower or any of its Subsidiaries in the ordinary course of business;


 


(c)    to
the extent permitted by law, customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Borrower or any of its Subsidiaries;


 


(d)    transactions
pursuant to any contract or agreement in effect on the date hereof, as the same may be amended, modified or replaced from time
to time, so long as any such contract or agreement as so amended, modified or replaced is, taken as a whole, not materially less
favorable to the Borrower and its Subsidiaries than such contract or agreement as in effect on the date hereof;


 


(e)    any
transaction or series of transactions between the Borrower or any Subsidiary and any of their joint ventures, provided that
such transaction or series of transactions is in the ordinary course of business and consistent with past practices of the Borrower,
and/or its Subsidiaries and their joint ventures;


 


(f)    the
issuance of equity interests of the Borrower to any Person or the repurchase of equity interests of the Borrower from any Person;


 


(g)    transactions
entered into by a Person prior to the time such Person becomes a Subsidiary or is merged or consolidated into the Borrower or a
Subsidiary; provided such transaction is not entered into in contemplation of such event; or


 


(h)    any
transaction between or among the Borrower or any of its Subsidiaries, on the one hand, and any of their Affiliates, on the other
hand, that provides for an exchange of value of less than $20,000,000.


 




     36


     


    

Section
5.09.  Anti-Corruption and Sanctions. The Borrower will not request any Borrowing, and the Borrower shall not use,
and shall require pursuant to its policies and procedures that its Subsidiaries and its or their respective directors, officers,
employees and agents shall not use, the proceeds of any Borrowing (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, except to the extent permitted for a Person required to comply with Sanctions, including pursuant to a license
or permit, or (C) in any manner that would result in the material violation of any Sanctions applicable to the Borrower and its
Subsidiaries.


 


Article
VI



NEGATIVE COVENANTS


 


The Borrower hereby agrees
that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, the Borrower shall not:


 


Section
6.01.  Liens. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien
on or with respect to any of its properties whether now owned or hereafter acquired to secure Indebtedness, except:


 


(a)    Liens
on or with respect to any of the properties of the Borrower and any of its Subsidiaries existing on the date hereof;


 


(b)    (A)
Liens on or with respect to property acquired from any Person other than the Borrower or a Subsidiary (including acquisitions through
merger or consolidation or the acquisition of equity interests of any Person owning such property), leased, constructed, improved
or repaired by the Borrower or any of its Subsidiaries (including general intangibles, proceeds and improvements, accessories and
upgrades thereto) and created contemporaneously with, or within 12 months after, such acquisition or lease or the commencement
or completion of construction, improvement or repair to secure or provide for the payment of all or a portion of the purchase price
of such property or the cost of construction or improvement or repair thereof (including any Indebtedness and other obligations
incurred to finance such acquisition, lease, construction, improvement or repair), as the case may be and (B) Liens on property
(including any unimproved portion of partially improved property) of the Borrower or any of its Subsidiaries created within 12
months of completion of construction of a new plant or plants on such property to secure all or part of the cost of such construction
(including any Indebtedness incurred to finance such construction) if, in the opinion of the Borrower, such property or such portion
thereof was prior to such construction substantially unimproved for the use intended by the Borrower; provided, however,
no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved (including any
unimproved portion of a partially improved property) including general intangibles, proceeds and improvements, accessories and
upgrades thereto;


 


(c)    Liens
arising in connection with capitalized leases, provided that no such Lien shall extend to or cover any assets other than
the assets subject to such capitalized leases; and proceeds (including, without limitation, proceeds from associated contracts
and insurances) of, and improvements, accessories and upgrades to, the property leased pursuant thereto;


 


(d)    Any
Lien existing on any property (including general intangibles, proceeds and improvements, accessories and upgrades thereto) prior
to the acquisition (including acquisition through


 




     37


     


    

merger or consolidation
or the acquisition of the equity interests of any Person owning such property) thereof by the Borrower or any of its Subsidiaries
or existing on any property of any Person that becomes a Subsidiary after the date hereof (including Liens on the Equity Interests
of such Person) prior to the time such Person becomes a Subsidiary, provided that such Lien is not created in contemplation
or in connection with such acquisition or such Person becoming a Subsidiary and no such Lien shall be extended to cover property
other than the asset being acquired and other assets of such Person (and any Subsidiary of that Person) that are required to be
pledged pursuant to agreements existing as of the date of such acquisition or such Person becoming a Subsidiary (including general
intangibles, proceeds and improvements, accessories and upgrades thereto);


 


(e)    Liens
securing Indebtedness of a Subsidiary owing to the Borrower or to another Subsidiary of the Borrower;


 


(f)    any
Lien in favor of the United States or any state thereof or any other country or political subdivision thereof, or any Governmental
Authority of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions
of any contract or statute, or any Liens securing industrial development, pollution control or similar revenue bonds;


 


(g)    Liens
arising in connection with the pledge of any equity interests in any joint venture (that is not a Subsidiary) to secure Indebtedness
of such joint venture as to which the lenders in respect thereof will not, pursuant to the terms of the agreements governing such
Indebtedness, have any recourse to the stock or assets of the Borrower or any Subsidiary, other than such pledged equity interests;


 


(h)    Liens
to secure any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings
or replacements), in whole or in part, of any Indebtedness or other obligation secured by any Lien referred to in the foregoing
clauses (a), (b), (c), (d), (e), (f) and (g); provided that (A) the principal amount of the Indebtedness or other obligation
secured thereby is no greater than the outstanding principal amount of such Indebtedness, or, if greater, the existing commitment
amount of such Indebtedness (provided that such commitment amount has not been increased in contemplation of such event),
or other obligation immediately before such extension, renewal, refinancing, refunding or replacement plus any amount necessary
to pay any accrued interest, fees or expenses, premiums and original issue discount related thereto and (B) such Lien shall only
extend to the same type of assets as are already permitted by this Agreement to be subject to a Lien in respect of such Indebtedness
or other obligation; and


 


(i)    Liens
securing other Indebtedness, provided that at the time of the creation, incurrence or assumption of any Indebtedness secured
by such Liens and after giving effect thereto, to the use of proceeds thereof and to any concurrent repayment, redemption, reduction,
discharge, defeasance or cancellation of any other Indebtedness in connection therewith, the principal amount of such Indebtedness
secured by Liens permitted by this clause (i) shall not exceed 15% of Consolidated Net Worth as reflected in the most recent financial
statements delivered pursuant to Section 5.04(a) and (b).


 


Section
6.02.  Indebtedness. Permit any of its Subsidiaries (other than any of its Subsidiaries that guarantee the Loans
on terms reasonably satisfactory to the Administrative Agent) to, incur or permit to exist any Indebtedness, except


 


(a)    Indebtedness
owing to the Borrower or to a Subsidiary of the Borrower;


 


(b)    Indebtedness
of a Subsidiary of the Borrower that was outstanding prior to the time such Person becomes a Subsidiary, provided that such
Indebtedness is not incurred in contemplation or in connection with such Person becoming a Subsidiary;


 




     38


     


    

(c)    Indebtedness
issued, assumed or guaranteed in connection with, or with a view to, compliance by a Subsidiary of the Borrower with the requirements
of any program adopted by any Governmental Authority and applicable to such Subsidiary and providing financial or tax benefits
to such Subsidiary which are not available directly to the Borrower;


 


(d)    Indebtedness
not to exceed $100,000,000 at any time outstanding that is issued, assumed or guaranteed (i) prior to, at the time of, or within
12 months after the acquisition of any assets or property for the purpose of financing all or any part of the purchase price thereof,
and (ii) for which recourse for the repayment thereof is limited to such assets or property and any alteration, repair, improvement
and accessions thereto;


 


(e)    Indebtedness
that is not to exceed $100,000,000 at any time outstanding issued, assumed or guaranteed (i) prior to, at the time of, or within
12 months after the completion of the construction and commencement of commercial operation, alteration, repair or improvement
of any assets or property for the purpose of financing all or any part of the cost thereof, and (ii) for which recourse for the
repayment thereof is limited to such assets or property and any alteration, repair, improvement and accessions thereto;


 


(f)    any
extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements),
in whole or in part, of any Indebtedness referred to in the foregoing clauses (a), (b), (c), (d) and (e); provided that
the principal amount of the Indebtedness or other obligation secured thereby is no greater than the outstanding principal amount
of such Indebtedness, or, if greater, the existing commitment amount of such Indebtedness (provided that such commitment
amount has not been increased in contemplation of such event) immediately before such extension, renewal, refinancing, refunding
or replacement plus any amount necessary to pay any accrued interest, fees or expenses, premiums and original issue discount related
thereto; and


 


(g)    other
Indebtedness, provided that at the time of the incurrence or assumption of any Indebtedness and after giving effect thereto,
to the use of proceeds thereof and to any concurrent repayment, redemption, reduction, discharge, defeasance or cancellation of
any other Indebtedness in connection therewith, the principal amount of such Indebtedness permitted by this clause (h) shall not
exceed 15% of Consolidated Net Worth as reflected in the most recent financial statements delivered pursuant to Section 5.04(a)
and (b).


 


Section
6.03.  Merger, Consolidation; Asset Sales. The Borrower shall not merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions), all or substantially
all of its assets (whether now owned or hereafter acquired) to, any Person; provided, however, that this Section
6.03 shall not prohibit any such merger, consolidation, conveyance, transfer, lease or dispositions if (i) at the time of,
and immediately after giving effect to, such merger, consolidation, conveyance, transfer, lease or disposition, no Default or Event
of Default exists or would result therefrom, and (ii) either (A) the Borrower is the surviving corporation in such merger or consolidation
or the transferee of such conveyance, transfer, lease or disposition or (B) if the Borrower is not the surviving corporation or
the transferee, (I) the survivor or the transferee shall be an entity organized and existing under the laws of the United States
or a state thereof and, as the successor in such consolidation or merger or the transferee of such conveyance, transfer, lease
or disposition, shall have assumed all obligations and other liabilities of the Borrower hereunder and (II) the Administrative
Agent and the Lenders shall have received all reasonably requested information under Sections 4.01(f) or 5.04(f)
for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including
the Act and the Beneficial Ownership Regulation, as if such provisions applied to such successor, mutatis mutandis; provided
that the foregoing shall not apply to mergers or


 




     39


     


    

consolidations among the Borrower and/or its
Subsidiaries or conveyances, transfers, leases or other dispositions among the Borrower and/or its Subsidiaries.


 


Article
VII



EVENTS OF DEFAULT 


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)    the
Borrower shall fail to pay when due any principal of any Loan made to it;


 


(b)    the
Borrower shall fail to pay (i) any interest on any Loan or (ii) any fee payable under Section 2.09, and, in the case of
clauses (i) or (ii), such failure shall not be cured within five days after receipt by the Borrower of notice of such failure from
the Administrative Agent;


 


(c)    if
a default shall occur in respect of any other Indebtedness of or with recourse to the Borrower in an aggregate principal amount
of $150,000,000 or more and such default causes acceleration thereof;


 


(d)    bankruptcy,
reorganization, insolvency, receivership, or similar proceedings are instituted by or against the Borrower, and, if instituted
against the Borrower, are not vacated within 60 days;


 


(e)    the
Borrower makes a general assignment for the benefit of creditors;


 


(f)    the
Borrower is unable to pay its debts generally as they become due and admits expressly such inability in writing;


 


(g)    any
representation or warranty made in writing or deemed made by or on behalf of the Borrower in or in connection with this Agreement,
or in any report, certificate, financial statement or other document furnished in connection with this Agreement, shall prove to
have been incorrect in any material respect when made or deemed made;


 


(h)    the
Borrower shall fail to observe or perform (x) any covenant, condition or agreement in Section 5.02(i) (solely with respect
to the legal existence of the Borrower), Section 5.04(d) or Article 6 or (y) any other covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a) or (b) of this Article), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or the Required Lenders to the Borrower;


 


(i)    any
final, non-appealable judgment or order by a court of competent jurisdiction for the payment of money in excess of $250,000,000
over and above the amount of insurance coverage available from a financially sound insurer that has not denied coverage shall be
rendered against the Borrower or any material Subsidiary of the Borrower and not discharged within 30 days after such order or
judgment becomes final (or 60 days in the case of any foreign order or judgment);


 


(j)    the
Borrower or any of its ERISA Affiliates shall both (i) incur liability in that could reasonably be expected to result in a Material
Adverse Effect as a result of one or more of the following: (A) the occurrence of any ERISA Event; (B) the partial or complete
withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan; or (C) the insolvency or termination of a Multiemployer
Plan and (ii) fail to pay such liability within thirty days of such incurrence; or


 




     40


     


    

(k)    a
Change of Control shall occur;


 


then, and in every such event (other than
an event with respect to the Borrower described in clause (d) or (e) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, and (ii) declare 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 accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause
(d) or (e) of this Article, the Commitments shall automatically terminate and the principal of the Loans of the Borrower then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.


 


Article
VIII



THE ADMINISTRATIVE AGENT 


 


Each of the Lenders hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions
and powers as are reasonably incidental thereto.


 


The bank serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not
the Administrative Agent hereunder.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein. 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, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required
to exercise in writing by the Required Lenders, 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request
of the Required Lenders or all the Lenders, as the case may be, or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii)
the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this


 




     41


     


    

Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be
made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult its legal
counsel, 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 perform any and all its duties and exercise its rights and powers 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 its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.


 


Subject to the appointment
and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the written
consent of the Borrower (so long as no Event of Default exists), to appoint a successor. If no successor shall have been so appointed
by the Required Lenders with any requisite consent of the Borrower and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York that has a combined
capital and surplus of at least $500,000,000, or an Affiliate of any such bank. 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. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as Administrative Agent.


 


Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall 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 related agreement or any document furnished hereunder or thereunder.


 


Anything herein to the
contrary notwithstanding, the Lead Arrangers, the Syndication Agents and the Documentation Agents shall not, in such capacities,
have any powers, duties or responsibilities under this Agreement.


 




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Article
IX



MISCELLANEOUS


 


Section
9.01.  Notices. Except in the case of notices and other communications expressly permitted to be given by telephone,
all notices and other communications provided for herein shall be in writing (including by electronic transmission) and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or email with PDF attachment
(unless any party has previously notified the other parties hereto that it does not wish to receive notices by email), as follows:


 


(a)    if
to the Borrower, to it at Baker Hughes, a GE company, LLC, 17021 Aldine Westfield Road, Houston, Texas, 77073, Attention of Chief
Legal Officer;


 


(b)    if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 500 Stanton Christiana Road, Ops 2, Floor 03,
Newark, DE 19713, Attention of Heather Robaszkiewicz, email: heather.robaszkiewicz@jpmorgan.com & 12012443628@tls.ldsprod.com,
with copies to JPMorgan Chase Bank, N.A., 712 Main Street, Houston TX 77002, Attention of Gene R. Riego de Dios, email: gene.r.riegodedios@jpmorgan.com;
and


 


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


 


Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt.


 


Section
9.02.  Waivers; Amendments. Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase
the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, or (iv) change any of the provisions of this Section, Section 2.14(c),
or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, 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 hereunder without the prior written consent of the Administrative Agent. 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, 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 if the same is not objected to in writing
by the Required Lenders within five Business Days of receipt of notice thereof.


 




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Section
9.03.  Expenses; Indemnity.


 


(a)    The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their
respective Affiliates (limited, in the case of legal fees, to the reasonable fees, charges and disbursements of a single counsel
for the Lead Arrangers and the Administrative Agent) in connection with the preparation and administration of this Agreement and
any amendments, modifications or waivers of the provisions hereof and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative
Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement.


 


(b)    The
Borrower shall indemnify the Lead Arrangers, the Syndication Agents, the Documentation Agents, the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of 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 the performance by the parties hereto
of their respective obligations hereunder, (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee, in each
case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. It is understood and agreed that,
to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with
a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To
the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by
the Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approvals
of the Borrower (not to be unreasonably withheld or delayed) and the relevant Indemnitee (not to be unreasonably withheld or delayed).


 


Section
9.04.  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, except that 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). 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, the Lead Arrangers, the Syndication Agents, the Documentation
Agents and, to the extent expressly contemplated hereby, the Related Parties of each of the Lead Arrangers, the Syndication Agents,
the Documentation Agents, the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 


(b)    Any
Lender other than any Conduit Lender may assign to one or more assignees (other than a natural person or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural person) all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(i) each of the Administrative Agent and, except in the case of an assignment to a Lender or an Affiliate of a Lender or during
the continuation of any Event of Default arising under Sections 8(a), (b),


 




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(d), (e)
or (f), the Borrower must give its prior written consent to such assignment (such consents not to be unreasonably withheld)
(it being understood that it shall be reasonable for the Borrower to withhold consent if the assignee has (x) short-term debt ratings
below P-1 from Moody’s or has ratings at such level but is on credit watch with negative implications or (y) long-term debt
ratings below BBB from S&P and below Baa2 from Moody’s or has ratings at such levels but is on credit watch with negative
implications from each of S&P and Moody’s), (ii) except in the case of an assignment to a Lender or an Affiliate of a
Lender or an assignment of an entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance 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 consents, (iii) each partial assignment of a Lender’s rights and obligations shall be made
as an assignment of a proportionate part of all the assigning Lender’s rights and obligations, (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500 payable by the assignor or the assignee, (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire and (vi) the assignee, if applicable, shall, prior to the first date on which interest or
fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent the documentation described in
Section 2.13(e); provided, further that any consent of the Borrower otherwise required under this paragraph
shall not be required if an Event of Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph
(d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but
shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.16, and 9.03). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph
(e) of this Section. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder
without the consent of the Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant
to its designation agreement and without regard to the limitations set forth in the first sentence of this Section 9.04(b).


 


(c)    The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in
The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the Loans 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 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 any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(d)    Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section,
the Administrative Agent shall accept such Assignment and Acceptance and record the information


 




     45


     


    

contained therein in
the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph.


 


(e)    Any
Lender other than any Conduit Lender may, without the consent of the Borrower or the Administrative Agent, sell participations
to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights
and obligations under this Agreement (including all or a portion of its Commitments 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 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 first proviso to Section 9.02 that affects
such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.12, 2.13 and 2.16 to the same extent and subject to the same conditions as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section at the time of the participation.
Each Lender that sells a participation, acting solely for tax purposes as a non-fiduciary agent of the Borrower, shall maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant in the Loans or other obligations under this Agreement (the “Participant Register”); provided
that, except as set forth in the penultimate sentence of this Section 9.04(e), 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 Loans or its other obligations hereunder) to any Person except to the extent that such
disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such
Lender, each Loan Party and the Administrative Agent shall treat such person whose name is recorded in the Participant Register
pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the
contrary. In consideration of this Section 9.04(e), the Participant Register shall be available for inspection by the Borrower
upon reasonable request and prior notice, provided that the Borrower in good faith determines it is necessary or appropriate
to access the Participant Register in order to establish that the Loans and other obligations are in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The Borrower shall keep any information obtained from the Participant Register
confidential, except to the extent that a taxing authority requires disclosure for the sole purpose of establishing that the Loans
and other obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.


 


(f)    A
Participant shall not be entitled to receive any greater payment under Section 2.12, or 2.13 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits
of Section 2.13 unless the Borrower is notified of the Participation sold to such Participant and such Participant complies
with Section 2.13 as though it were a Lender.


 


(g)    Any
Lender other than any Conduit 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 such pledge or assignment to a Federal Reserve Bank or any other
central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security
interest; provided that (i) no such pledge or assignment of a security interest shall release a


 




     46


     


    

Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party hereto, and (ii) no such pledge or assignment
may be made by any Lender to a natural person.


 


(h)    The
Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join
any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.


 


(i)    The
Loans (including the notes evidencing such Loans) are registered obligations, and the right, title, and interest of the Lenders
and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register. A note shall
only evidence the Lender’s or an assignee’s right, title and interest in and to the related Loan, and in no event is
any such note to be considered a bearer instrument or obligation not in “registered form” within the meaning of Section
163(f) of the Code. This Section 9.04 shall be construed so that the Loans are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any successor
provisions of the Code or such regulations). For purposes of Treasury Regulation Section 5f.103-1(c) only, the Administrative Agent
shall act as the Borrower’s agent for purposes of maintaining such notations of transfer in the Register and each applicable
Lender shall act as the Borrower’s agent for purposes of maintaining notations in the Participant Register. Nothing in this
Section 9.04 is intended to alter the U.S. federal income tax withholding and reporting obligations that would exist between
any Administrative Agent and any Lender or between any Lender and any Participant in the absence of this Section 9.04 pursuant
to Section 2.13(i) or as otherwise required by Law.


 


Section
9.05.  Counterparts; Integration; Effectiveness. 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. This Agreement and any separate letter agreements with respect to fees payable to the Lead Arrangers
and the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof 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. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email with PDF
attachment shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section
9.06.  Governing Law; Jurisdiction.


 


(a)    This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)    Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement,


 




     47


     


    

or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. 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.


 


Section
9.07.  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
9.08.  Confidentiality. Each of the Administrative Agent 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 regulatory authority or any credit insurance provider, (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, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations hereunder, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided
that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain
the confidentiality of such Information as such Person would accord to its own confidential information.


 


Section
9.09.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


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


 


Section
9.11.  No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for
purposes of this paragraph, the “Lenders”), may have economic


 




     48


     


    

interests that conflict with those of the
Borrower, their stockholders and/or their affiliates. The Borrower agrees that nothing in this Agreement and any related documents
or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between
any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other. The Borrower acknowledges and
agrees that (i) the transactions contemplated by this Agreement and any related documents (including the exercise of rights and
remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the
Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory
or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated
hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any
Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or
any other obligation to the Borrower except the obligations expressly set forth in this Agreement and any related documents and
(y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders,
creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors
to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions
and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any
nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading
thereto.


 


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


 


Notwithstanding anything
to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEA Financial Institution arising under this Agreement may be subject to the write-down
and conversion powers of an EEA 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 an EEA 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 EEA 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


 


(iii)    the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


Section
9.13.  Acknowledgement Regarding Supported QFCs.


 


To the extent that this
Agreement provides support, through a guarantee or otherwise, for swap agreements or any other agreement or instrument that is
a QFC (such support, “QFC Credit 


 




     49


     


    

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 this Agreement 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
this Agreement 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 this Agreement 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.


 




     50


     


    

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


 


	 	BAKER HUGHES, A GE COMPANY, LLC	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	CITIBANK, N.A., as a Lender	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	BARCLAYS BANK PLC, as a Lender	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	
        HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

         
	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	
        BANK OF AMERICA, N.A., as a Lender

         
	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	MORGAN STANLEY BANK, N.A., as a Lender	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


 


 



    
[CREDIT AGREEMENT SIGNATURE PAGE]
 



     


    

	 	
        ___________________,
        as a Lender


 





         
	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


 





	 	
        For lenders that require a second signature:

         
	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


 




 


 






    
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