Exhibit 10.1


 


Execution Version


 


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of December 11, 2019


 


among


 


OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION),


as Borrower,


 


Bank
of America, N.A., Truist Bank and CoBank, ACB,


as L/C Issuers, and any additional L/C Issuers
party hereto from time to time,


 


THE LENDERS IDENTIFIED HEREIN


 


and


 


NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION,


as Administrative Agent, Swing Line Lender
and L/C Issuer


 


*       *       *       *


 


 


NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION


as Lead Arranger


 


COBANK, ACB,

as Syndication Agent


 


MUFG BANK, LTD.,

as Documentation Agent


 






     


     


    

 


TABLE OF CONTENTS





 




	 	Page
	 	 
	SECTION 1. DEFINITIONS AND ACCOUNTING TERMS	1
	1.1	Definitions	1
	1.2	Other Interpretive Provisions	24
	1.3	Accounting Terms	24
	1.4	Time	25
	1.5	Letter of Credit Amounts	25
	 	 	 
	SECTION 2. THE COMMITMENTS AND CREDIT EXTENSIONS	25
	2.1	Committed Loans	25
	2.2	Borrowings, Conversions and Continuations of Committed Loans	26
	2.3	Letters of Credit	27
	2.4	Swing Line Loans	38
	2.5	Prepayments	41
	2.6	Termination or Reduction of Commitments	42
	2.7	Repayment of Loans	42
	2.8	Interest	42
	2.9	Fees	43
	2.10	Computation of Interest and Fees	44
	2.11	Evidence of Debt	44
	2.12	Payments Generally; Administrative Agent’s Clawback	45
	2.13	Sharing of Payments by Lenders	47
	2.14	Extension of Maturity Date	47
	2.15	Increase in Commitments	49
	2.16	Cash Collateral	50
	2.17	Defaulting Lenders	51
	 	 	 
	SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY	53
	3.1	Taxes	53
	3.2	Illegality	57
	3.3	Alternate Rate of Interest	58
	3.4	Increased Costs	59
	3.5	Compensation for Losses	61
	3.6	Mitigation Obligations; Replacement of Lenders	62
	3.7	Departing Lenders and Reallocation of Commitments	63
	3.8	Survival	64
	 	 	 
	SECTION 4. CONDITIONS PRECEDENT	64
	4.1	Closing Conditions	64
	4.2	Conditions to All Credit Extensions	66






 






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	SECTION 5. REPRESENTATIONS AND WARRANTIES	67
	5.1	Organization and Good Standing	67





	5.2	Due Authorization	67
	5.3	No Conflicts	67
	5.4	Consents	68
	5.5	Enforceable Obligations	68
	5.6	Financial Condition	68
	5.7	No Default	68
	5.8	Litigation	68
	5.9	Taxes	68
	5.10	Compliance with Law	69
	5.11	ERISA	69
	5.12	Use of Proceeds	70
	5.13	Government Regulations	70
	5.14	Solvency	71
	5.15	Disclosure	71
	5.16	Environmental Matters	71
	5.17	Insurance	71
	5.18	Franchises, Licenses, Etc.	72
	5.19	Subsidiaries; Affiliates; Members	72
	5.20	Wholesale Power Contracts	72
	5.21	Anti-Corruption Laws and Sanctions	72
	5.22	Beneficial Ownership Certification	72
	5.23	EEA Financial Institution	72
	 	 	 
	SECTION 6. AFFIRMATIVE COVENANTS	73
	6.1	Information Covenants	73
	6.2	Patronage Capital and Membership Fees	76
	6.3	Notices with Respect to Wholesale Power Contracts	76
	6.4	Preservation of Existence, Franchises and Assets	76
	6.5	Books and Records	76
	6.6	Compliance with Law	76
	6.7	Payment of Taxes	77
	6.8	Insurance	77
	6.9	Use of Proceeds	77
	6.10	Audits/Inspections	77
	6.11	CoBank Equity and Security	78
	6.12	[Reserved.]	79
	6.13	Rate Covenant	79
	 	 	 
	SECTION 7. NEGATIVE COVENANTS	79
	7.1	Nature of Business	79
	7.2	Consolidation and Merger	80
	7.3	Arm’s-Length Transactions	80
	7.4	Fiscal Year; Organizational Documents	80
	7.5	Liens	80
	7.6	[Reserved.]	80
	7.7	Indebtedness	80
	7.8	No Violation of Anti-Corruption Laws or Sanctions	81



 



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	SECTION 8. EVENTS OF DEFAULT	81
	8.1	Events of Default	81
	8.2	Acceleration; Remedies	84
	8.3	Allocation of Payments After Event of Default	85
	 	 	 
	SECTION 9. ADMINISTRATIVE AGENT	86
	9.1	Appointment and Authority	86
	9.2	Rights as a Lender	86
	9.3	Exculpatory Provisions	86
	9.4	Reliance by Administrative Agent	88
	9.5	Delegation of Duties	88
	9.6	Resignation of Administrative Agent	88
	9.7	Non-Reliance on Administrative Agent and Other Lenders	90
	9.8	No Other Duties, Etc.	90
	9.9	Administrative Agent May File Proofs of Claim	90
	9.10	Certain ERISA Matters	91
	 	 	 
	SECTION 10. MISCELLANEOUS	92
	10.1	Notices and Other Communications; Facsimile Copies	92
	10.2	Right of Set-Off; Payments Set Aside	94
	10.3	Successors and Assigns	95
	10.4	No Waiver; Remedies Cumulative	101
	10.5	Payment of Expenses, etc.	101
	10.6	Amendments, Waivers and Consents	103
	10.7 	Counterparts	105
	10.8	Headings	105
	10.9	Interest Rate Limitation	105
	10.10	Survival of Indemnification and Representations and Warranties	105
	10.11	Governing Law	105
	10.12	Waiver of Jury Trial	106
	10.13	Severability	106
	10.14 	Further Assurances	107
	10.15	Entirety	107
	10.16	Binding Effect; Continuing Agreement	107
	10.17	Confidentiality	108
	10.18	USA PATRIOT Act Notice	109
	10.19	No Advisory or Fiduciary Responsibility	109
	10.20	Electronic Execution of Assignments and Certain Other Documents	110
	10.21	Voting Participants	110
	10.22 	[Reserved.]	111
	10.23	Amendment and Restatement	111
	10.24	Acknowledgement Regarding Any Supported QFCs	112



  



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	STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION	37


 


	Schedule 1.1	Commitments and Applicable Percentages
	Schedule 5.8	Litigation
	Schedule 5.19	Subsidiaries, Affiliates and Members
	Schedule 5.20	Gross Member Revenues
	Schedule 10.1	Notices




 


	Exhibit 2.2(a)-1	Form of Committed Loan Notice
	Exhibit 2.2(a)-2	Form of Interest Election Notice
	Exhibit 2.4	Form of Swing Line Loan Notice
	Exhibit 2.11	Form of Note
	Exhibit 3.1(g)-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit 3.1(g)-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit 3.1(g)-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit 3.1(g)-4	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit 6.1(c)	Form of Officer’s Certificate
	Exhibit 10.3(b)	Form of Assignment and Assumption



 






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AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of December 11, 2019, is entered into among OGLETHORPE POWER CORPORATION (AN ELECTRIC
MEMBERSHIP CORPORATION) (the “Borrower”), BANK OF AMERICA, N.A., TRUIST BANK AND COBANK, ACB, each as an
L/C Issuer (as defined herein), any additional L/C Issuers party hereto from time to time, the Lenders (as defined herein) and
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, as Administrative Agent (as defined herein) for the Lenders and
the L/C Issuers, as Swing Line Lender and as an L/C Issuer.


 


 


SECTION
1.


 


DEFINITIONS AND ACCOUNTING TERMS


 


1.1          Definitions.


 


As used herein, the
following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include
in the singular number the plural and in the plural the singular.


 


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


 


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


 


“Administrative
Questionnaire” means an Administrative Questionnaire in 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. For purposes of this definition neither any Member nor
Smarr EMC is an Affiliate.


 


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


 


“Agreement”
means this Amended and Restated Credit Agreement, as amended, extended, supplemented or otherwise modified in writing from time
to time.


 


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


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section
2.17. If the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 8.2 or if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any
subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule
1.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 






     


     


    

 


“Applicable
Rate” means, for Unused Fee, Eurodollar Rate Loans, Letter of Credit Fee and Base Rate Loans, the appropriate applicable
percentages, in each case (subject to the exception indicated below), corresponding to the Unsecured Credit Rating of the Borrower
in effect as of the most recent Calculation Date (defined below) as shown below:


 


	Unsecured Credit Rating
 (S&P/Moody’s/Fitch)	 	Applicable Rate for
 Unused Fee	 	 	Applicable Rate
 for Eurodollar
 Rate Loans and
 Letter of Credit
 Fee	 	 	Applicable
 Rate for Base
 Rate Loans	 
	Level 1 
  
≥A / A2 / A 
	 	 	0.100	%	 	 	1.000	%	 	 	-0-	 
	Level 2 
  
A- / A3 / A- 
	 	 	0.125	%	 	 	1.125	%	 	 	0.125	%
	Level 3 
  
BBB+ / Baal / BBB+ 
	 	 	0.175	%	 	 	1.250	%	 	 	0.250	%
	Level 4 
  
BBB / Baa2 / BBB 
	 	 	0.225	%	 	 	1.500	%	 	 	0.500	%
	Level 5 
  
≤BBB- / Baa3 / BBB- 
	 	 	0.275	%	 	 	1.750	%	 	 	0.750	%



 


The Applicable
Rate shall be determined and adjusted on the date (each a “Calculation Date”) one Business Day after the date
on which the Borrower’s Unsecured Credit Rating is upgraded or downgraded in a manner which requires a change in the then
applicable pricing level set forth above. In the event that there is an Unsecured Credit Rating by only two of the Rating Agencies
and there is a split rating, the highest rating (lowest pricing) will apply unless there is more than one pricing level between
the ratings and then the pricing level one below the highest rating will apply. In the event that there is a rating by each of
the Rating Agencies and there is a split rating, (a) if two of the three ratings are the same, then such rating will apply and
(b) if none of the ratings are the same, the middle rating will apply. If the Borrower does not have an Unsecured Credit Rating
from any of the Rating Agencies then pricing level 5 shall apply. Each Applicable Rate shall be effective from one Calculation
Date until the next Calculation Date. Any adjustment in the Applicable Rate shall be applicable to all existing Eurodollar Rate
Loans as well as any new Eurodollar Rate Loans made. The applicable pricing level for the Applicable Rate, as of the Closing Date,
is pricing level 3.


 






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


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.3), and accepted by the Administrative Agent, in substantially the
form of Exhibit 10.3(b) or any other form approved by the Administrative Agent.


 


“Attorney
Costs” means all reasonable fees and disbursements of any law firm or other external counsel and all disbursements of
internal legal counsel in connection with such services.


 


“Availability
Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments prior to the Maturity Date pursuant to Section 2.6, Section 8.2 or otherwise.


 


“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.


 


“Bank
of America” means Bank of America, N.A. and any successor thereto.


 


“Bankruptcy
Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from
time to time.


 


“Base
Rate” means, for any day with respect to Committed Loans, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Effective Rate for such day plus 0.50% and (c) the Eurodollar Rate for a one-month
interest period for such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. Any change
in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate for a one-month interest
period shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate
or the Eurodollar Rate for a one-month interest period, as the case may be. If the Base Rate is being used as an alternate rate
of interest pursuant to Section 3.3 (for the avoidance of doubt, only until any amendment has become effective pursuant
to Section 3.3(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without
reference to clause (c) above.


 






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


 


“Base
Rate Loan” means a Loan that bears interest based on the Base Rate.


 


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


 


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


 


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


 


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


 


“Bond
Documents” means, with respect to any Bonds, any trust indenture or similar document pursuant to which such Bonds are
issued and any loan agreement, promissory note or similar document that provides security or a source of funding for the debt service
on such Bonds.


 


“Bond
Letter of Credit” means any Letter of Credit that provides credit or liquidity support for Bonds, including each Existing
Letter of Credit.


 


“Bonds”
means any bonds, notes or other evidences of indebtedness issued by or on behalf of the Borrower or any Subsidiary of the Borrower.


 


“Borrower”
means Oglethorpe Power Corporation (An Electric Membership Corporation) and any permitted successor thereto.


 


“Borrower
Materials” has the meaning specified in Section 6.1.


 


“Borrower
Obligations” means, without duplication, all of the obligations of the Borrower to the Lenders, including Lenders when
acting in the capacity of L/C Issuer, and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of
the other Loan Documents.


 


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


 






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“Business
Day” means any day (a) that the office of the Administrative Agent is not closed and (b) other than a Saturday, a Sunday,
a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close
in Atlanta, Georgia or New York, New York; provided that in the case of Eurodollar Rate Loans, such day is also a day on which
dealings between banks are carried on in U.S. dollar deposits in the London interbank market.


 


“Capital
Stock” means (a) in the case of a corporation, all classes of capital stock of such corporation, (b) in the case of a
partnership, partnership interests (whether general or limited), (c) in the case of a limited liability company, membership interests
and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.


 


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


 


“CFC”
means National Rural Utilities Cooperative Finance Corporation and any successor thereto.


 


“CFC
Rate” means, for any day, a rate per annum equal to the rate published by CFC from time to time, by electronic or other
means, for similarly classified lines of credit, but, if not so published, the CFC Rate shall be the rate per annum determined
by CFC for such lines of credit from time to time.


 


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


 






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“Closing
Date” means December 11, 2019.


 


“CoBank”
means CoBank, ACB, a federally chartered instrumentality of the United States.


 


“CoBank
Equities” has the meaning specified in Section 6.11(a).


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.1, (b) purchase
participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any
one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement.


 


“Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.1.


 


“Committed
Loan” has the meaning specified in Section 2.1.


 


“Committed
Loan Notice” means a notice of a Committed Borrowing, pursuant to Section 2.2(a), which, if in writing, shall
be substantially in the form of Exhibit 2.2(a)-1.


 


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


 


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


 


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


 


“Credit
Rating” means, for any Person, the Unsecured Credit Rating or the Secured Credit Rating, as applicable.


 


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


 






    	 	6	 



     


    

 


“Default”
means any event, act or condition which with notice hereunder or lapse of time hereunder, or both, would constitute an Event of
Default.


 


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


 


“Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent (or the Required Lenders if such Lender is the Administrative Agent) and the Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to
the Administrative Agent, any L/C Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the
date when due, (b) has notified the Borrower, the Administrative Agent (or the Required Lenders if such Lender is the Administrative
Agent) or any L/C Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative
Agent (or the Required Lenders if such Lender is the Administrative Agent) or the Borrower, to confirm in writing to the Administrative
Agent (or such Required Lenders) and the Borrower that it will comply with its prospective funding obligations hereunder (provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by
the Administrative Agent (or the Required Lenders if such Lender is the Administrative Agent) and the Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent (or the Required
Lenders if such Lender is the Administrative Agent) that a Lender is a Defaulting Lender under clauses (a) through (d) above shall
be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.17(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer, each Swing Line Lender and
each Lender.


 






    	 	7	 



     


    

 


“Departing
Lender” has the meaning given in Section 3.7.


 


“Dollars”
and “$” means dollars in lawful currency of the United States of America.


 


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


 


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


 


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


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 10.3(b)(iii), (v)
and (vi) (subject to such consents, if any, as may be required under Section 10.3(b)(iii)).


 


“Engagement
Letter” means that certain letter agreement, dated October 4, 2019, among the Administrative Agent, CFC, as the Lead
Arranger, and the Borrower, as amended, modified or supplemented from time to time.


 


“Environmental
Laws” means any current or future legal requirement of any Governmental Authority pertaining to (a) the protection of
health, safety, and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife,
(c) the protection or use of surface water and groundwater or (d) the management, manufacture, possession, presence, use, generation,
transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure
to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater)
and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by
the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq.,
Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966,
as amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation
Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution
Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq.,
National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f)
et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder.


 






    	 	8	 



     


    

 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the
rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be
construed also to refer to any successor sections.


 


“ERISA
Affiliate” means an entity, whether or not incorporated, which is under common control with the Borrower or any of its
Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes the Borrower or any of
its Subsidiaries and which is treated as a single employer under Sections 414(b), (c), (m), or (o) of the Code.


 


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


 


“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate (but not based on clause (c) of the
definition of Base Rate).


 


“Event
of Default” has the meaning specified in Section 8.1.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to
an assignment request by the Borrower under Section 3.6(b)) or (ii) such Lender changes its Lending Office, except in each
case to the extent that, pursuant to Section 3.1, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 3.1(g) and (d) any U.S. federal withholding Taxes
imposed under FATCA.


 






    	 	9	 



     


    

 


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of March 23, 2015, by and among the Borrower, Bank of
America, Bank of Montreal and CoBank, ACB, each as an L/C Issuer, any additional L/C Issuers party thereto from time to time, the
Lenders and CFC as Administrative Agent for the Lenders and the L/C Issuers, as Swing Line Lender and as an L/C Issuer.


 


“Existing
Letters of Credit” means (a) the irrevocable transferable direct-pay letter of credit issued by Bank of America on March
30, 2010 in support of the Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 2010A, (b) the irrevocable transferable direct-pay letter of credit issued by Bank of America on March
30, 2010 in support of the Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 2010B and (c) the irrevocable transferable direct-pay letter of credit issued by Truist Bank on December
11, 2019 in support of the Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Scherer Project), Series 2010A, in each case as amended prior to or on the Closing Date.


 


“Farm
Credit Lender” means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act of
1971 and under the regulation of the Farm Credit Administration.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement entered into in
connection with such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such
intergovernmental agreement.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%)
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing
selected by it; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


 






    	 	10	 



     


    

 


“Fee
Letters” means the Engagement Letter and any L/C Issuer Fee Letter.


 


“Financial
Officer” means any one of the chief financial officer, the chief accounting officer, the senior vice president, finance,
vice president, finance and the treasurer of the Borrower.


 


“First
Mortgage Indenture” means, collectively, (a) that certain Indenture, dated as of March 1, 1997, from the Borrower, as
grantor, to U.S. Bank National Association (as successor to SunTrust Bank (formerly SunTrust Bank, Atlanta)), as trustee, and (b)
that certain Security Agreement, dated as of March 1, 1997, from the Borrower, as debtor, to U.S. Bank National Association (as
successor to SunTrust Bank (formerly SunTrust Bank, Atlanta)), as trustee and secured party, either as originally executed or as
the same may from time to time be supplemented, modified, amended, renewed, extended or consolidated, or any alternate mortgage,
deed to secure debt, deed of trust, trust indenture, security agreement or other security instrument entered into by the Borrower
as a substitute or replacement for such indenture and security agreement, which secures equally and ratably the payment of principal
of and interest on the obligations thereunder and creates a lien on substantially all of the real and tangible personal property
of the Borrower in favor of such mortgagee or secured party and/or additional and/or substitute mortgagees or secured parties.


 


“First
Mortgage Indenture Debt” means that certain secured Indebtedness of the Borrower, not to exceed $14,000,000,000, as secured
under the First Mortgage Indenture.


 


“Fitch”
means Fitch, Inc., Fitch Ratings Ltd. or, in each case, any successor or assignee of the business of such company in the business
of rating securities.


 


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


 


“Fronting
Commitment” means, with respect to (i) CFC, as L/C Issuer, $500,000,000, (ii) Bank of America, as L/C Issuer, $100,000,000,
(iii) Truist Bank, as L/C Issuer, $100,000,000, (iv) CoBank, ACB, as L/C Issuer, $150,000,000, and (v) any other L/C Issuer, such
amount as may be agreed upon between such L/C Issuer and the Borrower, in each case, as such amount may be modified from time to
time pursuant to agreement between the Borrower and the applicable L/C Issuer (with notice thereof to the Administrative Agent).


 


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


 






    	 	11	 



     


    

 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.


 


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


 


“Guaranty
Obligations” means, with respect to any Person, without duplication, any obligations (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person
in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase
any such Indebtedness or other obligation or any property constituting security therefor, (b) to advance or provide funds or other
support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance
sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements,
put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to
lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (d)
to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof The amount of
any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding
principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.


 


“Honor
Date” has the meaning set forth in Section 2.3(c).


 


“Impacted
Interest Period” has the meaning specified for such term in the definition herein of “London Interbank Offered
Rate.”


 


“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, (c) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds
of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed,
(d) all Guaranty Obligations of such Person, (e) the principal portion of all obligations of such Person under (i) capital lease
obligations and (ii) Off Balance Sheet Indebtedness, (f) all obligations of such Person to repurchase any securities which repurchase
obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation
potential shares, (g) all net principal obligations of such Person then due and payable in respect of interest rate protection
agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or
commodity price hedging agreements entered into for the purpose of speculation, and (h) the maximum amount of all performance and
standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication,
all drafts drawn thereunder (to the extent unreimbursed), but excluding from this clause (h) any performance and standby letter
of credit or bankers’ acceptance facility that is credit enhancement for any indebtedness or obligation, or any indebtedness
or obligation that is secured by any indebtedness or obligation (including variable rate demand bonds), that is defined as Indebtedness
under any other clause of this definition. The Indebtedness of the Borrower shall not include (i) obligations under power, energy,
transmission or fuel purchase agreements, (ii) obligations under any lease that is classified and accounted for as an operating
lease under GAAP as of the date hereof (including without giving effect to any treatment of leases under Accounting Standards Codification
842 (or any Accounting Standard having a similar result or effect)), and (iii) discounted amounts payable by any Member to the
Borrower under such Member’s Wholesale Power Contract as a result of such Member’s prepayment of amounts to become
due under such Wholesale Power Contract.


 






    	 	12	 



     


    

 


“Indemnified
Liabilities” has the meaning set forth in Section 10.5(b).


 


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


 


“Indemnitee”
has the meaning set forth in Section 10.5(b).


 


“Interest
Election Notice” means a notice of (a) a conversion of Committed Loans from one Type to the other, or (b) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.2(a), which, if in writing, shall be substantially in the form of Exhibit
2.2(a)-2.


 


“Interest
Payment Date” means (a) as to Base Rate Loans (including a Swing Line Loan), the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date, and (b)
as to Eurodollar Rate Loans, the last day of each applicable Interest Period and the Maturity Date, and, in addition, where the
applicable Interest Period for a Eurodollar Rate Loan is greater than three months, then also on the last day of each three-month
period during such Interest Period. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment
Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Rate Loans where the next succeeding
Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the next preceding
day.


 






    	 	13	 



     


    

 


“Interest
Period” means, as to Eurodollar Rate Loans, a period of one, two, three or six months’ duration, as the Borrower
may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Rate
Loans); provided, however, (a) if any Interest Period would end on a day which is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the
next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (b) no Interest Period
shall extend beyond the Maturity Date and (c) with respect to Eurodollar Rate Loans, where an Interest Period begins on a day
for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest
Period shall end on the last Business Day of such calendar month.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded upward to the nearest 1/100 of 1%) determined
by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate
that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period for which the Screen
Rate is available for the Eurodollar Rate Loan that is shorter than the Impacted Interest Period; and (b) the Screen Rate
for the shortest period for which the Screen Rate is available for the Eurodollar Rate Loan that exceeds the Impacted Interest
Period, in each case, at such time.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means the International Standby Practices, International Chamber of Commerce Publication No. 590.


 


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


 


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


 


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


 






    	 	14	 



     


    

 


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


 


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


 


“L/C
Issuer” means any of CFC, Bank of America, Truist Bank and CoBank, ACB, each in its capacity as issuer of Letters of
Credit, and such other Lender as the Borrower, with the consent of the Administrative Agent, may from time to time select as an
L/C Issuer to issue one or more Letters of Credit pursuant to Section 2.3 and that delivers an instrument in form and substance
satisfactory to the Borrower and the Administrative Agent whereby such other Lender agrees to issue Letters of Credit and otherwise
act as a “L/C Issuer” hereunder, each in its capacity as issuer of Letters of Credit hereunder, or any successor issuer
of Letters of Credit hereunder; provided, however, unless otherwise agreed by the Administrative Agent, the number
of L/C Issuers at any time shall not exceed four.


 


“L/C
Issuer Fee Letter” means any letter agreement between an L/C Issuer and the Borrower providing for the payment of a fronting
fee to such L/C Issuer, in each case, as amended, modified or supplemented from time to time.


 


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


 


“Lead
Arranger” means CFC, in its capacity as lead arranger in connection with the facility under this Agreement.


 


“Lender”
means any of the Persons identified as a “Lender” on the signature pages hereto, including the Swing Line Lender, and
any Eligible Assignee which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors
and permitted assigns.


 


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


 


“Letter
of Credit” means any standby letter of credit issued hereunder and each Existing Letter
of Credit.


 






    	 	15	 



     


    

 


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


 


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


 


“Letter
of Credit Fee” has the meaning specified in Section 2.3(h).


 


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


 


“Liquidity
Drawing” means, in respect of any Bonds supported by a Bond Letter of Credit, any drawing under such Bond Letter of Credit
the proceeds of which are used to pay the purchase price of such Bonds tendered for purchase by the Borrower (or any Subsidiary
of the Borrower).


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or
otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale
or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted
and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Section 2 in the form of a Committed Loan or a Swing Line
Loan.


 


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


 


“London
Interbank Offered Rate” means, for any Interest Period with respect to any Eurodollar Rate Loan comprising a Borrowing,
the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or on
any successor or substitute Reuters page or screen that displays such rate, or on the appropriate page or screen of such other
comparable information service that publishes such rate from time to time as selected by the Administrative Agent in its discretion)
as the London interbank eurodollar market offered rate for deposits in Dollars at approximately 11:00 a.m. (London, England time)
two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period (such rate,
the “Screen Rate”); provided, that if the Screen Rate shall be less than zero, such rate shall be deemed to
be zero for the purposes of this Agreement, and provided, further, if the Screen Rate shall not be available at such time for such
Interest Period (an “Impacted Interest Period”), the Eurodollar Rate for such Borrowing shall be the Interpolated
Rate, provided, that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 






    	 	16	 



     


    

 


“Material
Adverse Effect” means (a) an effect on the operations, business, assets, liabilities (actual or contingent) or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, the result of which would be to materially adversely
affect the ability of the Borrower to perform its obligations under this Agreement or (b) a material adverse change in the validity
or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of the Lenders hereunder or thereunder.


 


“Maturity
Date” means the later of (a) December 11, 2024 and (b) if the Maturity Date is extended pursuant to Section 2.14,
such extended Maturity Date as determined pursuant to such Section; provided, however, that, in each case, if such
date is not a Business Day, the Maturity Date shall be the next preceding Business Day.


 


“Members”
means the retail electric power distribution cooperative members of the Borrower from time to time.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating
securities.


 


“Multiemployer
Plan” means a Plan covered by Title IV of ERISA which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3)
of ERISA.


 


“Multiple
Employer Plan” means a Plan covered by Title IV of ERISA, other than a Multiemployer Plan, which the Borrower or any
ERISA Affiliate and at least one employer other than the Borrower or any ERISA Affiliate are contributing sponsors.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
or all affected Lenders in accordance with the terms of Section 10.6 and (b) has been approved by the Required Lenders.


 


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


 


“Notes”
means the promissory notes of the Borrower in favor of each Lender evidencing the Loans and substantially in the form of Exhibit
2.11, as such promissory notes may be amended, modified, supplemented or replaced from time to time.


 


“Notice
of Extension Amendment” means, with respect to any Bond Letter of Credit, a written notice signed by the applicable L/C
Issuer with respect to such Letter of Credit and delivered to the Borrower and the trustee for the applicable Bonds evidencing
the extension of the expiry date of such Letter of Credit.


 


“Off
Balance Sheet Indebtedness” means any obligation of a Person that would be considered indebtedness for tax purposes but
is not set forth on the balance sheet of such Person, including, but not limited to, (a) any synthetic lease, tax retention operating
lease, off balance sheet loan or similar off-balance sheet financing product of such Person, (b) the aggregate amount of uncollected
accounts receivables of such Person subject at such time to a sale of receivables (or similar transaction) and (c) obligations
of any partnership or joint venture that is recourse to such Person.


 






    	 	17	 



     


    

 


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


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6(b)).


 


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


 


“Participant”
has the meaning specified in Section 10.3(d).


 


“Participant
Register” has the meaning specified in Section 10.3(d).


 


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


 


“Patronage
Capital” means the combined Patronage Capital and Membership Fees from the Members, as shown in the applicable column
on the “Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin” of the Borrower.


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.


 


“Pension
Plan” means each Plan which is a Single Employer Plan, a Multiple Employer Plan, or a Multiemployer Plan.


 


“Person”
means any individual, partnership, joint venture, firm, corporation, association, trust, limited liability company or other enterprise
(whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.


 






    	 	18	 



     


    

 


“Plan”
means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an
“employer” within the meaning of Section 3(5) of ERISA.


 


“Platform”
means DebtX, Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Prime
Rate” means the rate of interest per annum published from time to time as the “Prime Rate” by The Wall Street
Journal, or, if The Wall Street Journal ceases publishing a “Prime Rate”, any successor publication selected by the
Administrative Agent in its reasonable discretion; each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective. The “Prime Rate” published by The Wall Street Journal or any
such successor publication is a reference rate and does not necessarily represent the lowest or best rate charged by financial
institutions to their customers. The Lenders may make commercial loans or other loans at rates of interest at, above or below the
“Prime Rate” published by The Wall Street Journal or any such successor publication.


 


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


 


“Public
Lender” has the meaning specified in Section 6.1.


 


“Rates”
has the meaning set forth in Section 6.13.


 


“Rating
Agencies” means all three of S&P, Moody’s and Fitch.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender or (c) any L/C Issuer, as applicable.


 


“Register”
has the meaning specified in Section 10.3(c).


 


“Regulation
D, T, U or X” means Regulation D, T, U or X, respectively, of the Board as from time to time in effect, any amendment
thereto and any successor to all or a portion thereof.


 


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


 


“Removal
Effective Date” has the meaning specified in Section 9.6(b).


 


“Reportable
Event” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements
to the PBGC have not been waived.


 


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


 






    	 	19	 



     


    

 


“Required
Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the
commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.2, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount
of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Resignation
Effective Date” has the meaning set forth in Section 9.6(a).


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, vice president, treasurer, assistant
treasurer or controller of the Borrower and any other officer of the Borrower so designated by any of the foregoing officers in
a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.


 


“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 the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any EU member state, or Her Majesty’s Treasury
of the United Kingdom.


 


“Sanctioned
Country” means, at any time of determination, a country or territory which is the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time of determination, (a) any Person listed in any Sanctions-related list of designated Persons
maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United
Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned
Country, (c) any Person owned or controlled by or acting on behalf of any such Person described in the preceding clause (a) or
(b), or (d) any Person with which any Lender is prohibited under Sanctions relevant to it from dealing or engaging in transactions.
For purposes of the foregoing, control of a Person shall be deemed to include where a Sanctioned Person (i) owns or has power
to vote 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of
the Person or other individuals performing similar functions for the Person, or (ii) has the power to direct or cause the
direction of the management and policies of the Person, whether by ownership of equity interests, contracts or otherwise.


 






    	 	20	 



     


    

 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., or any successor or
assignee of the business of such division in the business of rating securities.


 


“Screen
Rate” has the meaning specified for such term in the definition herein of “London Interbank Offered Rate.”


 


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


 


“Secured
Credit Rating” means, for any Person, the long-term, senior, secured, non-credit enhanced debt ratings assigned to such
Person by S&P, Fitch and Moody’s.


 


“Single
Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple
Employer Plan.


 


“Solvent”
means, with respect to the Borrower as of a particular date, that on such date (a) the Borrower is able to pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) the Borrower does
not intend to, and does not believe that it will, incur debts or liabilities beyond the Borrower’s ability to pay as such
debts and liabilities mature in their ordinary course, (c) the Borrower is not engaged in a business or a transaction, and is not
about to engage in a business or a transaction, for which the Borrower’s assets would constitute unreasonably small capital
after giving due consideration to the prevailing practice in the industry in which the Borrower is engaged or is to engage and
(d) the fair value of the assets of the Borrower, including the Wholesale Power Contracts, taken as a whole on a going-concern
basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of the Borrower.
In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed as the amount
which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected
to become an actual or matured liability.


 


“Special
Leases” means any transaction or series of transactions the overall effect of which is the transfer (by sale, head lease
or otherwise) of ownership for federal income tax purposes of any asset by the Borrower or any of its Subsidiaries to any other
Person or Persons (the “lessor”) while use of such asset is retained by or reconveyed to the Borrower or any of its
Subsidiaries under a lease, sublease or other arrangement (the “sublease”) for a substantial period of time and where
(a) the Borrower or any of its Subsidiaries shall have set aside financial assets expected to be sufficient to pay or provide for
the payment of all or substantially all of the Borrower’s and its Subsidiaries scheduled payment obligations under the sublease,
(b) the Borrower or any of its Subsidiaries shall have an option to purchase the lessor’s interest in the asset during or
at the end of the sublease term, and (c) the Borrower or any of its Subsidiaries shall have set aside financial assets expected
to be sufficient to pay or provide for the payment of all or substantially all of the option price. It is intended that the term
“Special Leases” shall include the entire transaction and any and all documents and instruments entered into by the
Borrower or any Subsidiary in connection therewith and any obligations thereunder.


 






    	 	21	 



     


    

 


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


 


“Subsidiary”
means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation (irrespective of whether or not, at the time, any class or
classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time
owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture, limited liability
company or other entity in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any
time.


 


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.4.


 


“Swing
Line Lender” means CFC in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing
Line Loan” has the meaning specified in Section 2.4(a).


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.4(b), which, if in writing, shall
be substantially in the form of Exhibit 2.4.


 


“Swing
Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments. The Swing Line
Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


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


 






    	 	22	 



     


    

 


“Termination
Date” means, with respect to any Letter of Credit, the expiry date of such Letter of Credit or any earlier date on which
such Letter of Credit shall terminate in accordance with its terms.


 


“Termination
Event” means (a) with respect to any Single Employer Plan, the occurrence of a Reportable Event or the substantial cessation
of operations (within the meaning of Section 4062(e) of ERISA), (b) the withdrawal of the Borrower or any ERISA Affiliate from
a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2)
of ERISA), or the termination of a Multiple Employer Plan, (c) the distribution of a notice of intent to terminate or the actual
termination of a Pension Plan pursuant to Section 4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings for the termination
of, or the appointment of a trustee to administer, or the actual termination of, a Pension Plan by the PBGC under Section 4042
of ERISA, or (e) the complete or partial withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan.


 


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


 


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


 


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


 


“U.S.
Tax Compliance Certificate” has the meaning specified in Section 3.1(g)(ii)(B)(3).


 


“Unreimbursed
Amount” has the meaning specified in Section 2.3(c)(i).


 


“Unsecured
Credit Rating” means, for any Person, the long-term, senior, unsecured, non-credit enhanced debt ratings or issuer default
ratings assigned to such Person by S&P, Fitch and Moody’s.


 


“Unused
Fee” has the meaning specified in Section 2.9(a).


 


“Wholesale
Power Contracts” means those certain contracts and agreements (together with all amendments and supplements thereto)
between the Borrower and each of the Members providing for the sale of electric power and energy by the Borrower to such Member.


 


“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.


 






    	 	23	 



     


    

 



 


1.2         
Other Interpretive Provisions.


 


With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


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


 


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


 


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


 


1.3         
Accounting Terms.


 


Except as otherwise
expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis. All calculations made for the purposes of determining compliance with this Agreement shall (except
as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual
or quarterly financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first financial statements
pursuant to Section 6.1, consistent with the financial statements described in Section 4.1(d)); provided,
however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such
financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or
the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations
shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which
no such objection shall have been made. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall
be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities
shall be disregarded.


 






    	 	 24	 



     


    

 


1.4         
Time.


 


All references to time
herein shall be references to Eastern Standard Time or Eastern Daylight time, as the case may be, unless specified otherwise.


 


1.5         
Letter of Credit Amounts.


 


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


 


SECTION
2.



THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.1         
Committed Loans.


 


Subject to the terms
and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”)
to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at
any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to
any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow under this Section 2.1, prepay under Section 2.5 and reborrow
under this Section 2.1. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


 






    	 	 25	 



     


    

 


2.2         
Borrowings, Conversions and Continuations of Committed Loans.


 


(a)              
Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar
Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans
to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice
by the Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Committed Loan Notice, in the case of such request for a Committed Borrowing, or a written Interest Election Notice, in
the case of such request for a conversion or continuation, in each case, appropriately completed and signed by a Responsible Officer
of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000
or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.3(c) and 2.4(c), each Borrowing
of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing (which
shall be a Business Day), (ii) the principal amount of Committed Loans to be borrowed, (iii) the Type of Committed Loans to be
borrowed and (iv) if applicable, the duration of the Interest Period with respect thereto. Each Interest Election Notice (whether
telephonic or written) shall specify (i) the requested date of the conversion or continuation (which shall be a Business Day),
(ii) the principal amount of Committed Loans to be converted or continued, (iii) the Type of Committed Loans to which existing
Committed Loans are to be converted and (iv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower
fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting
a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Committed Loan Notice or Interest Election Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month.


 


(b)              
Following receipt of a Committed Loan Notice or an Interest Election Notice, as applicable, the Administrative Agent shall
promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice
of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender
shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section
4.1), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the books of CFC with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing
is given by the Borrower, there are L/C Borrowings outstanding that are then due and payable, then the proceeds of such Borrowing,
first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to
the Borrower as provided above.


 






    	 	 26	 



     


    

 


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


 


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


 


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


 


2.3         
Letters of Credit.


 


(a)              
The Letter of Credit Commitment.


 


(i)           
Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the
Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, or any of its Subsidiaries
as provided in Section 2.3(k), and to amend or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate
in Letters of Credit issued for the account of the Borrower, or any of its Subsidiaries as provided in Section 2.3(k), and
any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Committed Loans
of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Stated Amount of
all Letters of Credit issued by each L/C Issuer shall not exceed such L/C Issuer’s Fronting Commitment. Each request by the
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C
Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit
that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued
pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.


 






    	 	 27	 



     


    

 


(ii)          
An L/C Issuer shall not issue any Letter of Credit if the expiry date of the requested Letter of Credit would occur after
the Letter of Credit Expiration Date, unless all the Lenders (and such L/C Issuer) have approved such expiry date.


 


(iii)         
An L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


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


 


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


 


(C)            
except as otherwise agreed
by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;


 


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


 






    	 	 28	 



     


    

 


(E)             
any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such
L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(F)             
the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
provided, however, a Bond Letter of Credit may provide that (1) after any drawing thereunder to pay interest on Bonds,
the stated amount of such Bond Letter of Credit shall be automatically reinstated in the amount of such drawing after a specified
period of time unless, prior to the expiration of such period, the beneficiary of such Bond Letter of Credit has received notice
from such L/C Issuer that it has not been reimbursed for such drawing; and (2) after any Liquidity Drawing thereunder, the stated
amount of such Bond Letter of Credit shall be automatically reinstated in an amount equal to the principal amount of any Bonds
previously purchased with the proceeds of such Liquidity Drawing that have been remarketed to investors where the proceeds of such
remarketing have been received by applicable L/C Issuer and applied to the repayment of the Unreimbursed Amount, Committed Loans
or Liquidity Advances related to such Liquidity Drawing.


 


(iv)        
An L/C Issuer shall not amend any Letter of Credit, including any extension or renewal thereof, if such L/C Issuer would
not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.


 


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


 


(vi)        
An L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section
9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it
or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Section 9 included such L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuers.


 






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(b)              
Procedures for Issuance and Amendment of Letters of Credit.


 


(i)            
Each Letter of Credit shall be issued or amended, as the case may be, including, without limitation, extended or renewed,
upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of
Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application
must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least thirty days, in the case of
a Bond Letter of Credit, and two Business Days, in the case of any other Letter of Credit (or such later date and time in each
case as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion), prior to the
proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer:
(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary
in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) in the case of a Bond Letter of Credit, the Bond
Documents; and (I) such other information as such L/C Issuer may require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer
and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment,
including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.


 


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


 






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(iii)          If
the Borrower so requests in any Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period
to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower
shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit
has been issued by an L/C Issuer, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit
the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided,
however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not
be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under
the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.3(a) or otherwise), or (B) it has received
notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice
Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied,
and in each case directing such L/C Issuer not to permit such extension.


 


(iv)         
Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect
thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent
a true and complete copy of such Letter of Credit or amendment. In the case of any extension of a Bond Letter of Credit, the applicable
L/C Issuer shall, upon satisfaction of the conditions applicable thereto, deliver to the trustee for the applicable Bonds a Notice
of Extension Amendment to the Bond Letter of Credit designating the new expiry date and thereafter all references in any Bond Documents
to the expiry date or stated expiration date of such Bond Letter of Credit shall be deemed to be references to the date designated
as such in the most recent Notice of Extension Amendment delivered to such trustee.


 


(v)         
Notwithstanding the foregoing, upon execution and delivery of this Agreement the Existing Letters of Credit shall become
Letters of Credit for all purposes of this Agreement without the execution and delivery of a Letter of Credit Application with
respect thereto or other documents or any other action being taken.


 






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(c)              
Drawings and Reimbursements; Funding of Participations.


 


(i)           
Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable
L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Except in the case of a Liquidity Drawing, on the date
of payment by such L/C Issuer in respect of such drawing (each such date, an “Honor Date”), the Borrower shall
reimburse such L/C Issuer, in the manner specified in the last sentence of this paragraph, in an amount equal to the amount of
such drawing. If the Borrower fails to so reimburse such L/C Issuer by 11:00 a.m. on the Honor Date, such L/C Issuer shall promptly
notify the Administrative Agent and the Borrower of such failure (such a notification being herein called a “Failure to
Reimburse Notice”) and thereafter the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount
of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Lender’s Applicable Percentage
thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section
2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments
and the conditions set forth in Section 4.2 (other than the delivery of a Committed Loan Notice). Reimbursement of
such L/C Issuer pursuant to the second sentence of this paragraph shall (a) if transmitted by the Borrower prior to the Borrower’s
receipt of a Failure to Reimburse Notice, be made directly to such L/C Issuer at its Lending Office and (b) if transmitted by the
Borrower after the Borrower’s receipt of a Failure to Reimburse Notice, be made to such L/C Issuer through the Administrative
Agent. If reimbursement of such L/C Issuer is received by such L/C Issuer at its Lending Office prior to the time such L/C Issuer
honors the drawing to which such reimbursement relates, such L/C Issuer shall hold such amounts for application to such reimbursement
obligation only after the related drawing is honored by it.


 


In the case
of a Liquidity Drawing, if the Borrower has not reimbursed the applicable L/C Issuer through the Administrative Agent by 3:00 p.m.
on the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the Unreimbursed Amount and the
amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed
Borrowing of Base Rate Loans to be disbursed in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion
of the Aggregate Commitments and the conditions set forth in Section 4.2 (other than the delivery of a Committed Loan
Notice).


 






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Any notice
given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.


 


(ii)           
Each Lender shall upon any notice pursuant to Section 2.3(c)(i) make funds available (and the Administrative Agent
may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s
Office in an amount equal to the Lender’s Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.3(c)(iii),
each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount.
The Administrative Agent shall promptly remit the funds so received to such L/C Issuer.


 


(iii)           
With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans on the
Honor Date because the conditions set forth in Section 4.2 cannot be satisfied or for any other reason, including without
limitation the failure to satisfy the required notice period set forth in Section 2.2, the Borrower shall be deemed to have incurred
from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate until such time as such
L/C Borrowing is refinanced with a Committed Borrowing of Base Rate Loans; provided, however, that, unless an Event
of Default shall have occurred and be continuing, an L/C Borrowing in respect of a Liquidity Drawing (a) shall be due and payable
in full on the Termination Date and (b) shall bear interest at the Base Rate plus the Applicable Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.3(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.3.


 


(iv)          Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.3(c) to reimburse the applicable
L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of
such amount shall be solely for the account of such L/C Issuer.


 


(v)          
Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Committed Loans pursuant to this Section 2.3(c) is subject to the conditions
set forth in Section 4.2 (other than the delivery of a Committed Loan Notice). No such making of an L/C Advance shall relieve
or otherwise impair the obligation of the Borrower to reimburse such L/C Issuer for the amount of any payment made by such L/C
Issuer under any Letter of Credit, together with interest as provided herein.


 






    	 	 33	 



     


    

 


(vi)         
If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in
Section 2.3(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period
from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate
per annum equal to the greater of the Prime Rate and a rate determined by such L/C Issuer in accordance with banking industry rules
on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing,
as the case may be. A certificate of such L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to
any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 


(d)              
Repayment of Participations.


 


(i)           
At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.3(c), if the Administrative Agent receives for the account
of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower
or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.


 


(ii)          
If any payment received by an L/C Issuer, or the Administrative Agent for the account of an L/C Issuer, pursuant to Section
2.3(c)(i) is required to be returned under any of the circumstances described in Section 10.2(b) (including pursuant
to any settlement entered into by an L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account
of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Prime Rate from time to time
in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(f)               
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the
applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i)
any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders,
as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee
of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.3(e);
provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against
an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which (a) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have been caused by such L/C Issuer’s willful misconduct or gross negligence or (b) the
Borrower proves were caused by such L/C Issuer’s willful failure to pay under any Letter of Credit issued by such L/C Issuer
after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions
of such Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the
contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.


 


(g)              
Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter
of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply
to each Letter of Credit.


 






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(h)              
Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance
with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) equal to the Applicable Rate
times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit
Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting
Lender has not provided Cash Collateral satisfactory to each applicable L/C Issuer pursuant to this Section 2.3 shall be
payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their
respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iii), with the balance
of such fee, if any, payable to each applicable L/C Issuer for its own account. For purposes of computing the daily amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5.
Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiry date and thereafter on
demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the
daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained
herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at
the Default Rate.


 


(i)                
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each
L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the applicable
L/C Issuer Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit and due and payable quarterly
in arrears (no longer than 30 days following billing). For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5. In addition, the
Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such
customary fees and standard costs and charges are due and payable in arrears (no longer than 30 days following billing) and are
nonrefundable.


 


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


 


(k)              
Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable
L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business
derives substantial benefits from the businesses of such Subsidiaries.


 






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2.4         
Swing Line Loans.


 


(a)              
The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.4, may in its sole discretion make loans (each such loan, a
“Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such
Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii)
the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of
the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower
shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.4, prepay under Section
2.5 and reborrow under this Section 2.4. For so long as CFC is the Swing Line Lender, each Swing Line Loan shall bear
interest at the CFC Rate; otherwise, each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender
a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Swing Line Loan.


 


(b)              
Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the
Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing
Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount
to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each
such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by
the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing
Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender
has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to
2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan
as a result of the limitations set forth in the first proviso to the first sentence of Section 2.4(a), or (B) that
one or more of the applicable conditions specified in Section 4 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books
of the Swing Line Lender in immediately available funds.


 






    	 	 38	 



     


    

 


(c)              
Refinancing of Swing Line Loans.


 


(i)            
The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal
to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.2. The Swing
Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice
to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such
Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply
Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative
Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section
2.4(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower
in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.


 


(ii)            
If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.4(c)(i),
the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s
payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.4(c)(i) shall be deemed
payment in respect of such participation.


 


(iii)           
If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.4(c) by the time specified in Section
2.4(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Prime Rate and a rate determined
by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing
or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant
Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.


 






    	 	 39	 



     


    

 


(iv)            
Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant
to this Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A)
any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Committed Loans pursuant to this Section 2.4(c) is subject to the conditions set forth in Section 4.2. No
such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein.


 


(d)              
Repayment of Participations.


 


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


 


(ii)             
If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by the Swing Line Lender under any of the circumstances described in Section 10.2(b) (including pursuant
to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its
Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the Prime Rate. The Administrative Agent will make such demand upon
the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.


 


(e)              
Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower
for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this
Section 2.4 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the Swing Line Lender.


 






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


 


2.5         
Prepayments.


 


(a)              
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed
Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the
date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed
Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent
will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Subject
to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective
Applicable Percentages.


 


(b)              
The Borrower shall prepay any Unreimbursed Amount relating to any Liquidity Drawing under a Bond Letter of Credit (and any
L/C Borrowings and, if an Event of Default shall have occurred and be continuing, Committed Loans the proceeds of which were applied
to the refinancing of such Unreimbursed Amount) on the earlier of (i) the date of the remarketing to investors of the Bonds purchased
with the proceeds of such Liquidity Drawing, the amount of such prepayment to be equal to the principal amount of the Bonds so
remarketed, and (ii) the date on which such Bond Letter of Credit is replaced with another liquidity or credit facility pursuant
to the applicable Bond Documents, the amount of such prepayment to be equal to the full amount of such Unreimbursed Amount, L/C
Borrowings or Committed Loans, as the case may be.


 


(c)              
The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time
to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice
must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein.


 






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(d)              
If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall
immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.5(d)
unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments
then in effect.


 


2.6         
Termination or Reduction of Commitments.


 


The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $25,000,000
or any whole multiple of $5,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments
if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate
Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount
of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to
its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid
on the effective date of such termination.


 


2.7         
Repayment of Loans.


 


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


 


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


 


2.8         
Interest.


 


(a)              
Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall
bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to (A) with
respect to any portion of any Swing Line Loan that has not been acquired by the Lenders as a participation pursuant to Section
2.4(c), the CFC Rate if CFC is the Swing Line Lender at such time or, if CFC is not the Swing Line Lender at such time, the
Base Rate plus the Applicable Rate, and (B) with respect to any portion of any Swing Line Loan that has been acquired by
the Lenders as a participation pursuant to Section 2.4(c), the Base Rate plus the Applicable Rate.


 






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(b)             
(i)              If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)             
If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.


 


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


 


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


 


2.9          
Fees.


 


In addition to certain
fees described in subsections (h) and (i) of Section 2.3:


 


(a)              
Unused Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with
its Applicable Percentage a commitment fee (the “Unused Fee”) equal to the Applicable Rate times the
actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii)
the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. The Unused Fee shall accrue
at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV
is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Unused
Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable
Rate was in effect.


 






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(b)              
Other Fees. The Borrower shall pay to the Lead Arranger and the Administrative Agent for their own respective accounts
or the accounts of the Lenders, as the case may be, fees in the amounts and at the times specified in the Fee Letters. Such fees
shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10        
Computation of Interest and Fees.


 


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


 


2.11        
Evidence of Debt.


 


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


 


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


 






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2.12        Payments Generally; Administrative Agent’s Clawback.


 


(a)           General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on
the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(b)           Funding by Lenders; Presumption by Administrative Agent.


 


(i)               Funding
by Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed
Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the
date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share
of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.2 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such
share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Prime Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case
of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall
pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included
in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against
a Lender that shall have failed to make such payment to the Administrative Agent.


 






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


 


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


 


(c)           Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available
to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Section 4
are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in
like funds as received from such Lender) to such Lender, without interest.


 


(d)           Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.5(c) are several and not joint. The
failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.5(c)
on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or
to make its payment under Section 10.5(c).


 


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


 






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2.13        Sharing of Payments by Lenders.


 


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


 


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


 


(ii)              the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations
in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary
thereof (as to which the provisions of this Section shall apply).


 


This Section 2.13
shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower.


 


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


 


2.14       
Extension of Maturity Date.


 


(a)           Requests for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders)
not earlier than the first anniversary of the Closing Date, request that, effective on a specified date (the “Extension
Date”), each Lender agree to an extension of the Maturity Date then in effect (the “Existing Maturity Date”)
to a specified new date (the “New Maturity Date”) that shall be at least one year after the Existing Maturity
Date.


 






    	 	47	 



     


    

 


(b)           Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, by the date (the “Notice
Date”) that is 35 days after the date of such request, shall, by notice to the Administrative Agent, advise the Administrative
Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Maturity Date (a
“Non Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination,
and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non Extending
Lender). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.


 


(c)           Notification by Administrative Agent. The Administrative Agent shall notify the Borrower of each Lender’s determination
under this Section promptly following the Notice Date.


 


(d)           Payment to Non Extending Lender; Additional Commitment Lenders. The Commitment of each Non Extending Lender automatically
will terminate on the Existing Maturity Date as in effect immediately prior to the applicable extension and the Borrower shall
pay all Committed Loans and other Borrower Obligations owing to such Non Extending Lender on the Existing Maturity Date to the
extent not paid by an Additional Commitment Lender pursuant to an Assignment and Assumption as hereinafter set forth. The Borrower
shall have the right to replace each Non Extending Lender with, and add as “Lenders” under this Agreement in place
thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section
3.6; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant
to which such Additional Commitment Lender shall, effective as of the Extension Date, undertake a Commitment (and, if any such
Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder
on such date).


 


(e)           Minimum Extension Requirement. If (and only if) (i) the total of the Commitments of the Lenders that have agreed
so to extend their Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional
Commitment Lenders shall be more than 75% of the aggregate amount of the Commitments previously in effect and (ii) the aggregate
Commitments shall be at least equal to the Outstanding Amount of Committed Loans, Swing Line Loans and L/C Obligations on and after
the Existing Maturity Date, then, effective as of the Extension Date, the Maturity Date shall be extended to the New Maturity Date
(except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and
each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.


 


(f)            Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Borrower shall deliver
to the Administrative Agent a certificate of the Borrower dated as of the Extension Date (in sufficient copies for each Extending
Lender and each Additional Commitment Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the
resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving
effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are
true and correct on and as of the Extension Date, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section
2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.6 shall be deemed to refer
to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default
exists. In addition, on the Extension Date, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any
additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable
with any revised Applicable Percentages of the respective Lenders effective as of such date.


 






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(g)           Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.6 to the
contrary.


 


2.15        Increase in Commitments.


 


Prior to the Maturity
Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted
by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time during the term of
this Agreement and subject to the terms and conditions set forth below, to increase the aggregate amount of the Aggregate Commitments;
provided that (a) no Default or Event of Default shall exist at the time of the request or the proposed increase in the
Aggregate Commitments, (b) any such increase must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000
above such amount, (c) the sum of any increases to the Commitment during the term of this Agreement shall not exceed FIVE HUNDRED
MILLION DOLLARS ($500,000,000), (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e)
the Borrower shall execute and deliver such Note(s) as are necessary to reflect the increase in the respective Commitments, (f)
Schedule 1.1 shall be amended to reflect the revised Commitments and revised Applicable Percentages of the Lenders and (g)
if any Loans are outstanding at the time of an increase in the Aggregate Commitments, the Borrower will prepay (provided that any
such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but
shall be subject to Section 3.5) one or more existing Loans in an amount necessary such that after giving effect to the
increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the revised Aggregate Commitments)
of outstanding Loans.


 


Any such increase in
the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided
that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate
then such increase shall be allocated pro rata among such Lenders (based on the amount that each such Lender was willing to increase
its Commitment) and/or (y) a new Commitment for one or more institutions that is not an existing Lender so long as such institution
(A) conforms to the definition of Eligible Assignee, (B) is approved by the Administrative Agent (such approval not to be unreasonably
withheld or delayed), (C) receives a Commitment of at least $5,000,000 and (D) becomes a Lender under this Agreement by execution
and delivery of an appropriate joinder agreement or of counterparts to this Agreement in a manner acceptable to the Borrower and
the Administrative Agent.


 






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This Section shall
supersede any provisions in Section 2.13 or 10.6 to the contrary.


 


2.16        Cash Collateral.


 


(a)           Certain Credit Support Events. Upon the request of the Administrative Agent or an L/C Issuer (i) if an L/C Issuer
has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or
(ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall,
in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist
a Defaulting Lender, immediately upon the request of the Administrative Agent, the affected L/C Issuer or the Swing Line Lender,
the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after
giving effect to Section 2.17(a)(iii) and any Cash Collateral provided by the Defaulting Lender).


 


(b)           Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit)
shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower, and to the extent
provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit
of the Administrative Agent, the L/C Issuers and the Lenders (including the Swing Line Lender), and agrees to maintain, a first
priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be
applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash
Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting
Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency.


 


(c)           Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section 2.16 or Section 2.3, 2.4, 2.5, 2.17 or 8.2 in respect of Letters
of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans,
obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may be provided for herein.


 


(d)           Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations
shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 10.3(b)(vii))) or (ii) the Administrative Agent’s good faith determination that there exists
excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not
be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16
may be otherwise applied in accordance with Section 8.3), and (y) the Person providing Cash Collateral and each applicable
L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support
future anticipated Fronting Exposure or other obligations.


 






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2.17        Defaulting Lenders.


 


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


 


(i)               Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 10.6.


 


(ii)              Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.2), shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by that Defaulting Lender to the L/C Issuers or Swing Line Lender hereunder; third, if so determined by the
Administrative Agent or requested by the L/C Issuers or the Swing Line Lender, to be held as Cash Collateral for future funding
obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released
in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of
any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, any L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if
(x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender
has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth
in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed
to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed
to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall
be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            
Certain Fees. The Defaulting Lender (x) shall be entitled to receive any commitment fee pursuant to Section 2.9(a)
for any period during which that Lender is a Defaulting Lender only to the extent allocable to the sum of (1) the Outstanding Amount
of the Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit and Swing Line
Loans for which it has provided Cash Collateral pursuant to Section 2.3, Section 2.4, Section 2.16 or Section
2.17(a)(ii), as applicable (and the Borrower shall (A) be required to pay to each of the L/C Issuers and the Swing Line Lender,
as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required
to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and
(y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.3(h).


 


(iv)             Reallocation
of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for
purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit or Swing Line Loans pursuant to Sections 2.3 and 2.4, the “Applicable
Percentage” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting
Lender; provided, that (i) each such reallocation shall be given effect only if, at the date the applicable Lender
becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive
difference, if any, of (1) the Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of
the Committed Loans of that Lender.


 


(b)           Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuers agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify
the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein
(which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that
portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a
pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


 






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SECTION
3.



TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.1          
Taxes.


 


(a)          
Defined Terms. For purposes of this Section 3.1, the term “Lender” includes any L/C Issuer and the term
“Laws” includes FATCA.


 


(b)          
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Law (as
determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from
any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding
and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable
Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(c)          
Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance
with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)          
Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error.


 






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(e)          
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so),
(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.3(d) relating to
the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable
or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this paragraph (e).


 


(f)            Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority
pursuant to this Section 3.1, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(g)           Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 3.1(g)(ii)(A), (ii)(B) and (ii)(D) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 






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(ii) Without
limiting the generality of the foregoing,


 


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


 


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


 


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


 


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


 


(3) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit 3.1(g)-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or


 


(4) to the
extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN, W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.1(g)-2 or Exhibit 3.1(g)-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.1(g)-4 on behalf of each
such direct and indirect partner;


 






    	 	55	 



     


    

 


(C) any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed
copies of any other form prescribed by applicable Laws 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 Laws to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 


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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(h)          
Treatment of Certain Refunds. 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 3.1 (including by the payment of additional
amounts pursuant to this Section 3.1), 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 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and 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 paragraph (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) 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 (h), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (h) 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.


 


(i)           
Survival. Each party’s obligations under this Section 3.1 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all obligations under any Loan Document.


 


3.2         
Illegality.


 


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


 






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3.3         
Alternate Rate of Interest.


 


(a)          
If prior to the commencement of the Interest Period for any Eurodollar Rate Loan:


 


(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; 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 of making or maintaining their respective Loans included in such Borrowing for such
Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone, facsimile or electronic communication 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 Notice that requests the conversion of any Borrowing to, or the continuation of any Borrowing
as, a Eurodollar Rate Loan shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, a Base
Rate Loan and (ii) if any Committed Loan Notice requests a Eurodollar Rate Loan, such Borrowing shall be made as a Base Rate Loan.


 


(b)           Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without limiting Section
3.3(a), if the Administrative Agent has made the determination (which determination shall be conclusive absent manifest error)
or, solely with respect to clause (z) below, the Borrower notifies the Administrative Agent, that (x) the circumstances set
forth in clause (a) of this Section or in Section 3.2 have arisen (including because the Screen Rate is not available or published
on a current basis) and such circumstances are unlikely to be temporary, (y) the circumstances set forth in clause (a) of this
Section or in Section 3.2 have not arisen, but the supervisor for the administrator of the Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen
Rate shall no longer be used for determining interest rates for loans or (z) a rate other than the Screen Rate has become a widely
recognized benchmark rate for broadly syndicated revolving corporate loans denominated in dollars, then reasonably promptly the
Administrative Agent and the Borrower shall endeavor to establish a replacement benchmark rate for the Screen Rate that gives due
consideration to (i) the then prevailing market convention for determining a rate of interest for syndicated revolving corporate
loans denominated in dollars at such time and (ii) the economic consequences or value shift relating to the implementation of such
replacement benchmark rate, and the Administrative Agent and the Borrower may enter into an amendment to this Agreement to reflect
such replacement benchmark rate and such other related administrative changes to this Agreement as may be applicable and consistent
with broadly syndicated revolving corporate loans denominated in dollars (or, if the Administrative Agent determines that adoption
of any portion of such market practice is not administratively feasible or that no market practice for the administration of such
replacement rate yet exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary
in connection with the administration of this Agreement). Notwithstanding anything to the contrary contained herein, if such replacement
benchmark rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Such amendment
shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative
Agent shall not have received, within five (5) Business Days of the date a copy of such amendment is provided to the Lenders, a
written notice from the Required Lenders stating that the Required Lenders object to such amendment. For the avoidance of doubt,
the parties hereto agree that unless and until a replacement rate is determined and an amendment to this Agreement is entered into
to effect the provisions of this clause, if the circumstances under subclauses (x) and (y) of this clause exist, the provisions
of Sections 3.3(a) and 3.2, as applicable, shall apply. The Administrative Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, any such replacement benchmark rate, including without limitation, whether
the composition or characteristics of any such replacement benchmark 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.


 






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3.4          Increased Costs.


 


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


 


(i)                impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve
requirement reflected in the Eurodollar Rate) or any L/C Issuer;


 


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


 


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


 






    	 	59	 



     


    

 


and the result of any of the
foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining
any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such
other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate
in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other
Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other
Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts
as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction
suffered; provided that neither such Lender, L/C Issuer or other Recipient shall be permitted to demand compensation for any increased
cost pursuant to this Section if it shall not at the time be the general policy or practice of such Lender, L/C Issuer or other
Recipient to demand such compensation in similar circumstances under comparable provisions of other credit agreements.


 


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


 


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


 






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


 


3.5          Compensation for Losses.


 


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


 


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


 


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


 


(c)           any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of
a request by the Borrower pursuant to Section 3.6.


 


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


 


For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.


 






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3.6          Mitigation Obligations; Replacement of Lenders.


 


(a)           Designation of a Different Lending Office. If any Lender delivers a notice pursuant to Section 3.2, any Lender
requests compensation under Section 3.4 or the Borrower is required to pay any Indemnified Taxes or additional amounts
to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section
3.1, then such Lender or such L/C Issuer, as applicable, shall (at the request of the Borrower) use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.1 or 3.4, as the case may be, in the future, or eliminate
the need for the notice pursuant to Section 3.2, as applicable, and (ii) in each case, would not subject such Lender
or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender or such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender or any L/C Issuer in connection with any such designation or assignment.


 


(b)           Replacement of Lenders. If any Lender requests compensation under Section 3.4, or if the Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 3.1 and, in each case, such Lender has declined or is unable to designate a different Lending
Office in accordance with Section 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.3),
all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or Section 3.4)
and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that:


 


(i)               the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.3;


 


(ii)              such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);


 


(iii)             in the case of any such assignment resulting from a claim for compensation under Section 3.4 or payments required
to be made pursuant to Section 3.1, such assignment will result in a reduction in such compensation or payments thereafter;


 


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


 






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


 


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


 


3.7          Departing Lenders and Reallocation of Commitments.


 


The Lenders have agreed
among themselves to reallocate their respective Commitments as of the date hereof.  In addition, each of Bank of Montreal
and Wells Fargo Bank, National Association (each a “Departing Lender” and collectively, the “Departing
Lenders”) desires to assign all of its rights and obligations as a Lender under this Agreement to certain of the other
Lenders and to no longer be a party to this Agreement.  Each of the Administrative Agent, the Lenders and the Borrower hereby
consents to (i) the reallocation of the Commitments as set forth in this Section 3.7, and (ii) each Departing
Lender’s assignment of its rights, interests, liabilities and obligations under this Agreement to certain of the other Lenders. 
On the Closing Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender shall
terminate and the Commitment of each Lender shall be as set forth on Schedule 1.1 attached hereto.  Each Lender
hereby consents to the Commitments set forth on Schedule 1.1 attached hereto.  The reallocation of the aggregate
Commitments among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities
and obligations under this Agreement to certain of the other Lenders, shall be deemed to have been consummated pursuant to the
terms of the assignment and assumption attached hereto as Exhibit 10.3(b) as if the applicable Lenders, including each
Departing Lender, had executed such assignment and assumption with respect to such reallocation; provided that in connection
with such reallocation, each Departing Lender shall receive on the Closing Date payment of an amount equal to the outstanding principal
of its Loans and participations in Letters of Credit and Swing Line Loans, accrued interest thereon, accrued fees and all other
amounts payable to it under this Agreement and the other Loan Documents.  Outstanding principal shall be payable to each Departing
Lender solely by the Lenders who have increased their Commitments as a result of the reallocation of the Commitments.  Accrued
interest and fees shall be payable to each Departing Lender by the Borrower.  The Administrative Agent hereby waives the $3,500
assignment fee set forth in Section 10.03(b)(iv) with respect to the assignments and reallocations contemplated by
this Section 3.7.  To the extent requested by any Lender, including each Departing Lender, and in accordance with
Section 2.2, the Borrower shall pay to such Lender any amounts required to be paid by the Borrower under Section 2.2
in the event the payment of any principal of any Eurodollar Rate Loan or the conversion of any Eurodollar Rate Loan other than
on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 3.7. 
Upon receipt by each Departing Lender of all amounts due to it hereunder, each Departing Lender shall cancel and return to the
Borrower any promissory note or notes executed by the Borrower to such Departing Lender in connection with its Commitment.


 






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3.8          Survival.


 


All of the Borrower’s
obligations under this Section 3 shall survive termination of the Aggregate Commitments, repayment of all other Obligations
hereunder, and resignation of the Administrative Agent.


 


SECTION
4.



CONDITIONS PRECEDENT


 


4.1          Closing Conditions.


 


The obligation of the
Lenders and the L/C Issuers to enter into this Agreement is subject to satisfaction (or waiver) of the following conditions:


 


(a)           Executed Loan Documents. Receipt by the Administrative Agent of duly executed copies of (i) this Agreement, (ii)
the Notes and (iii) all other Loan Documents, each in form and substance acceptable to the Lenders and the Administrative Agent.


 


(b)           Corporate Documents. Receipt by the Administrative Agent of the following:


 


(i)               Charter Documents. Copies of the articles of incorporation or other charter documents of the Borrower certified to
be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation
and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date.


 


(ii)              Bylaws. A copy of the bylaws of the Borrower certified by a secretary or assistant secretary of the Borrower to be
true and correct as of the Closing Date.


 


(iii)             Resolutions. Copies of resolutions of the Board of Directors of the Borrower approving and adopting the Loan Documents
to which it is a party and the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof,
certified by a secretary or assistant secretary of the Borrower to be true and correct and in force and effect as of the Closing
Date.


 


(iv)             Good Standing. Certificates of good standing, existence or its equivalent with respect to the Borrower certified
as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of its incorporation and each
other jurisdiction in which the failure to so qualify and be in good standing would have a Material Adverse Effect.


 


(v)              Incumbency. An incumbency certificate of the Borrower certified by a secretary or assistant secretary of the Borrower
to be true and correct as of the Closing Date.


 






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(c)           Opinion of Counsel. Receipt by the Administrative Agent of an opinion, or opinions, from legal counsel to the Borrower
addressed to the Administrative Agent on behalf of the Lenders and dated as of the Closing Date, in each case satisfactory in form
and substance to the Administrative Agent.


 


(d)           Financial Statements. Receipt by the Lenders of the consolidated audited financial statements of the Borrower and
its Subsidiaries dated as of December 31, 2016, December 31, 2017 and December 31, 2018, and the unaudited financial statements
for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, including balance sheets, income and cash flow statements
and, in the case of annual statements, a statement of the current combined amount of patronage capital and membership fees, in
each case audited (except for the quarterly financial statements) by independent public accountants of recognized standing reasonably
acceptable to the Administrative Agent and prepared in accordance with GAAP.


 


(e)           Fees and Expenses. Payment by the Borrower of all fees and expenses owed by it to the Lenders and the Administrative
Agent, including, without limitation, payment to the Administrative Agent of the fees set forth in the Fee Letters.


 


(f)            Litigation. Except as set forth on Schedule 5.8, or in the Borrower’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018 or Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, June 30,
2019 or September 30, 2019, each filed with the Securities and Exchange Commission, there shall not exist any action, suit, investigation
or legal, equitable, arbitration or administrative proceeding, nor shall any action, suit, investigation, or legal, equitable,
arbitration or administrative proceeding be pending or threatened before any arbitrator or Governmental Authority against the Borrower,
any of its Subsidiaries, any of its properties or any transaction contemplated by the Loan Documents the outcome of which could
be reasonably expected to have a Material Adverse Effect.


 


(g)           Material Adverse Effect. No event or condition shall have occurred since December 31, 2018 that has had or would
be reasonably expected to have a Material Adverse Effect.


 


(h)           Officer’s Certificates. The Administrative Agent shall have received a certificate or certificates executed
by a Financial Officer of the Borrower as of the Closing Date stating that (i) the Borrower is in compliance with all existing
material financial obligations, (ii) the condition set forth in clause (f) has been satisfied, (iii) the financial statements
and information delivered to the Administrative Agent on or before the Closing Date were prepared in good faith and in accordance
with GAAP and (iv) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated
herein and therein to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained
herein and in the other Loan Documents are true and correct in all material respects on and as of the date made, (C) the Borrower
is in compliance with the financial covenant set forth in Section 6.2, (D) the Borrower is Solvent and (E) since December
31, 2018, there has been no sale, transfer or other disposition by the Borrower of any material part of the business or property
of the Borrower.


 






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(i)            Existing Letters of Credit. The Borrower’s obligation to reimburse Bank of America and Truist Bank for drawings
under the Existing Letters of Credit shall be evidenced by this Agreement.


 


(j)            KYC Information. Receipt by the Administrative Agent of all documentation and information required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without
limitation, the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf
of the Lenders prior to the Closing Date.


 


(k)           Beneficial Ownership Certification. At least two (2) Business Days prior to the Closing Date, the Borrower shall
have delivered, to each Lender that so requests at least five (5) Business Days before the Closing Date, a Beneficial Ownership
Certification from the Borrower.


 


(l)            Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested
by any Lender.


 


Without limiting the
generality of the provisions of Section 10.3, for purposes of determining compliance with the conditions specified in this
Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 


4.2          Conditions to All Credit Extensions.


 


In addition to the
conditions precedent stated elsewhere herein, which conditions precedent set forth in Section 4.1 shall have been satisfied
or waived on the Closing Date, the obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other
than an Interest Election Notice) is subject to the following conditions:


 


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


 


(b)           Representations and Warranties. The representations and warranties made by the Borrower (other than the representations
and warranties set forth in Sections 5.8, 5.15 and 5.16) are true and correct in all material respects at
and as if made as of such date, except to the extent that such representations and warranties relate to an earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date.


 


(c)           No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto.


 






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Each Request for Credit
Extension (other than an Interest Election Notice) submitted by the Borrower shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.2(b) and (c) have been satisfied on and as of the date of the applicable
Credit Extension.


 


SECTION
5.



REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby
represents and warrants to each Lender that:


 


5.1          Organization
and Good Standing.


 


The Borrower (a) is
a corporation duly organized, validly existing and in good standing under the Georgia Electric Membership Corporation Act, (b)
is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure
to so qualify would have or would reasonably be expected to have a Material Adverse Effect and (c) has the requisite corporate
power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.


 


5.2          Due
Authorization.


 


The Borrower (a) has
the requisite corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents and to
incur the obligations herein and therein provided for and (b) has been authorized by all necessary corporate action, to execute,
deliver and perform this Agreement and the other Loan Documents. No action on the part of any Member is required in connection
with the execution and delivery by the Borrower of the Loan Documents or the performance of its obligations thereunder.


 


5.3          No
Conflicts.


 


Neither the execution
and delivery of the Loan Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance
with the terms and provisions thereof by the Borrower will (a) violate or conflict with any provision of its organizational documents
or bylaws, (b) violate, contravene or conflict with any law (including without limitation, the Public Utility Holding Company Act
of 2005, as amended), regulation (including without limitation, Regulation U, Regulation X or any regulation promulgated by the
Federal Energy Regulatory Commission), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene
or conflict with contractual provisions of, or cause an event of default under, any of the Wholesale Power Contracts, the First
Mortgage Indenture, or any other material indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument
to which it is a party or by which it or its properties may be bound, or (d) result in or require the creation of any Lien upon
or with respect to its properties (other than Liens created by this Agreement), except to the extent such violation, contravention
or conflict referred to in the preceding clause (b) or (c), or the creation of any such Lien referred to in the preceding clause
(d), individually or in the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect.


 






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5.4         
Consents.


 


No consent, approval,
authorization or order of, or filing, registration or qualification with, any court or Governmental Authority, Member or third
party is required in connection with the execution, delivery or performance of this Agreement or any of the other Loan Documents.


 


5.5         
Enforceable Obligations.


 


This Agreement and
the other Loan Documents have been duly executed and delivered and constitute legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy or insolvency
laws or similar laws affecting creditors’ rights generally or by general equitable principles.


 


5.6         
Financial Condition.


 


The financial statements
delivered to the Lenders pursuant to Section 4.1(d) and pursuant to Sections 6.1(a) and 6.1(b): (i) have been
prepared in accordance with GAAP (subject to the provisions of Section 1.3 and subject, with respect to any quarterly financial
statements, to such changes resulting from audit and normal year-end adjustments and the absence of footnotes) and (ii) present
fairly in all material respects the financial condition, results of operations, patronage capital, membership fees and cash flows
of the Borrower and its Subsidiaries as of such date and for such periods.


 


5.7         
No Default.


 


No Default or Event
of Default presently exists and is continuing.


 


5.8         
Litigation.


 


Except as set forth
on Schedule 5.8, or in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 or Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2019, June 30, 2019 or September 30, 2019, each filed with the Securities
and Exchange Commission, there are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings,
pending or, to the knowledge of the Borrower, threatened against the Borrower, any of its Subsidiaries or any of its properties
that are reasonably likely to have a Material Adverse Effect.


 


5.9         
Taxes.


 


The Borrower has filed,
or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid all amounts of taxes shown
thereon to be due (including interest and penalties) and has paid all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except in each case for (i) such
taxes, fees, assessments and other governmental charges which are not yet delinquent or that are being contested in good faith
and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP, or (ii) where the
failure to so file or pay would not have or would not reasonably be expected to have a Material Adverse Effect.


 






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5.10       
Compliance with Law.


 


The Borrower is in
compliance with all laws, rules, regulations, orders and decrees applicable to it or to its properties, except where the failure
to be in compliance would not have or would not reasonably be expected to have a Material Adverse Effect.


 


5.11       
ERISA.


 


Except as would not
result or be reasonably expected to result in a Material Adverse Effect:


 


(a)              During
the five-year period prior to the date on which this representation is made or deemed made: (i) no Termination Event has occurred,
and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination
Event is reasonably expected to occur, with respect to any Plan; (ii) no “unpaid required minimum contribution” or
“accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle
B of Title I of ERISA) whether or not waived, exists with respect to any Pension Plan; (iii) each Plan (other than a Multiemployer
Plan), and, to the best knowledge of the Borrower, each Multiemployer Plan, has been maintained, operated, and funded in compliance
with its own terms and in compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and
(iv) no Lien in favor of the PBGC or a Plan has arisen or is reasonably expected to arise on account of any Plan.


 


(b)              No
liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect
to any Single Employer Plan.


 


(c)              The
actuarial present value of all “benefit liabilities” under Section 4001(a)(16) of ERISA under each Single Employer
Plan (determined in accordance with the assumptions used for funding such Single Employer Plan pursuant to Section 412 of the
Code for the applicable plan year), whether or not vested, did not, as of the last annual valuation date prior to the date on
which this representation is made or deemed made, exceed the fair market value of the assets of such Plan allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid contributions), except as disclosed in the Borrower’s financial
statements.


 


(d)              Neither
the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur,
any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate
has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA),
is insolvent (within the meaning of Section 4245 of ERISA), is in endangered or critical status under Section 305 of ERISA, or
has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower,
reasonably expected to be in reorganization, insolvent, or terminated.


 






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(e)              No
non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary
responsibility has occurred with respect to a Plan which has subjected or is reasonably likely to subject the Borrower or any
Subsidiary of the Borrower to any liability under Sections 406, 407, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code,
or under any agreement or other instrument pursuant to which the Borrower or any Subsidiary of the Borrower has agreed or is required
to indemnify any person against any such liability.


 


(f)               The
present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and
the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to
be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA),
net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section
6.1 in accordance with FASB 106.


 


(g)              Each
Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the
Code apply has been administered in compliance in all material respects with such sections.


 


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


 


5.12       
Use of Proceeds.


 


The proceeds of the
Loans hereunder will be used solely for the purposes specified in Section 6.9. None of such proceeds will be used for the
acquisition of another Person unless the board of directors (or other comparable governing body) or stockholders, as appropriate,
of such Person has approved such acquisition.


 


5.13       
Government Regulations.


 


(a)              No
proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock”
within the meaning of Regulation U, or for the purpose of purchasing or carrying or trading in any securities. If requested by
any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No Indebtedness being reduced
or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock
within the meaning of Regulation U or any “margin security” within the meaning of Regulation T. “Margin stock”
within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Borrower and
its Subsidiaries. None of the transactions contemplated by the Loan Documents (including, without limitation, the direct or indirect
use of the proceeds of the Loans) will violate or result in a violation of (i) the Securities Act of 1933, as amended, (ii) the
Securities Exchange Act of 1934, as amended, or (iii) regulations issued pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 






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(b)              Neither
the Borrower nor any of its Subsidiaries is subject to (i) rate or debt incurrence regulation under the Federal Power Act, as
amended, or (ii) regulation under the Investment Company Act of 1940, as amended. In addition, neither the Borrower nor any of
its Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act
of 1940, as amended, and is not controlled by an “investment company.”


 


5.14       
Solvency.


 


The Borrower is and,
after the consummation of the transactions contemplated by this Agreement and the other Loan Documents, will be Solvent.


 


5.15       
Disclosure.


 


Neither this Agreement
nor any financial statements delivered to the Lenders nor any other document, certificate or statement furnished to the Lenders
by or on behalf of the Borrower in connection with the transactions contemplated hereby, as of the date of delivery, taken as a
whole with all other documents, certificates or statements made or furnished to the Lenders, contained any untrue statement of
a material fact or omitted to state a material fact necessary in order to make the statements contained therein or herein, taken
as a whole, not misleading; provided that, with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


5.16       
Environmental Matters.


 


Except as would not
result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower (the “Properties”)
and all operations at the Properties are in compliance with all applicable Environmental Laws, (b) there is no violation of any
Environmental Law with respect to the Properties or the businesses operated by the Borrower (the “Businesses”),
and (c) there are no conditions relating to the Businesses or the Properties that would reasonably be expected to give rise to
a liability under any applicable Environmental Laws.


 


5.17       
Insurance.


 


The Borrower maintains
insurance for the benefit of the Borrower with responsible and reputable insurance companies in such amounts, covering such risks
and liabilities and with such deductibles or self-insurance retentions as is usually carried by companies engaged in similar business
and owning similar properties in the same general areas in which the Borrower operates.


 






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5.18       
Franchises, Licenses, Etc.


 


The Borrower possesses
all franchises, certificates, licenses, permits and other authorizations necessary for the operation of its businesses, except
such as the failure to possess would not result or be reasonably expected to result in a Material Adverse Effect.


 


5.19       
Subsidiaries; Affiliates; Members.


 


As of the Closing Date,
Schedule 5.19 is a complete list of all Subsidiaries, Affiliates and Members of the Borrower.


 


5.20       
Wholesale Power Contracts.


 


As of the Closing Date:


 


(a)              The
Borrower has no knowledge of any material default under any Wholesale Power Contract, and each Wholesale Power Contract is in
full force and effect.


 


(b)              No
Member has provided the Borrower with any (i) “Notice of Intent to Withdraw” pursuant to Section 17 of such Member’s
Wholesale Power Contract or (ii) written notice of its intent to assign any of its rights and obligations under its Wholesale
Power Contract.


 


(c)              Set
forth on Schedule 5.20 is each Member’s percentage share of the gross member revenues of the Borrower for the fiscal
year ended December 31, 2018.


 


5.21       
Anti-Corruption Laws and Sanctions.


 


The Borrower, its Subsidiaries
and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance
with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of
their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No Borrowing, Letter of Credit, or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption
Laws or applicable Sanctions.


 


5.22       
Beneficial Ownership Certification.


 


As of the Closing Date,
the information included in any Beneficial Ownership Certification delivered by the Borrower to a Lender pursuant to Section
4.01(h) is true and correct in all respects.


 


5.23       
EEA Financial Institution.


 


The Borrower is not
an EEA Financial Institution.


 






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SECTION
6.



 


AFFIRMATIVE COVENANTS


 


The Borrower hereby
covenants and agrees that so long as any Lender shall have any Commitment hereunder, any Loan or Borrower Obligation hereunder
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:


 


6.1          Information
Covenants.


 


The Borrower will furnish,
or cause to be furnished, to the Administrative Agent:


 


(a)              Annual
Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of the Borrower,
a consolidated balance sheet and income statement of the Borrower and its Subsidiaries, as of the end of such fiscal year, together
with consolidated statements of retained earnings and cash flows for such fiscal year and a statement of the combined amount of
patronage capital and membership fees, setting forth in comparative form figures for the preceding fiscal year, all such financial
information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized
national standing reasonably acceptable to the Administrative Agent and whose opinion shall be furnished to the Administrative
Agent, shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with
which such accountants concur) and shall not be limited by any qualification or exception as to the scope of the audit or subject
to any “going concern” qualification or like qualification or exception. The delivery by the Borrower to the Administrative
Agent within the time period required above of an annual report for the Borrower on Form 10-K for such fiscal year as filed with
the SEC (and including the opinion required above) shall satisfy the requirements of this Section 6.1(a).


 


(b)              Quarterly
Financial Statements. As soon as available, and in any event within 60 days after the close of each fiscal quarter of the
Borrower (other than the fourth fiscal quarter) a consolidated balance sheet and income statement of the Borrower and its Subsidiaries,
as of the end of such fiscal quarter, together with a related consolidated statement of cash flows for such fiscal quarter in
each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial
information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied
by a certificate of a Financial Officer of the Borrower to the effect that such quarterly financial statements fairly present
in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP, subject to changes
resulting from audit and normal year-end audit adjustments. The delivery by the Borrower to the Administrative Agent within the
time period required above of a quarterly report for the Borrower on Form 10-Q for such fiscal quarter as filed with the SEC (and
including the certification required above) shall satisfy the requirements of this Section 6.1(b).


 






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(c)              Officer’s
Certificate. (i) At the time of delivery of the financial statements provided for in Sections 6.1(a) and 6.1(b)
above, a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit 6.1(c), (A) certifying
compliance with Section 6.2 as of the end of such fiscal period and (B) stating that no Default or Event of Default exists,
or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes
to take with respect thereto and (ii) at the time of delivery of the financial statements provided for in Section 6.1(a)
above, an updated Schedule 5.20 as of the last day of the previous fiscal year.


 


(d)              Reports.
Upon the Administrative Agent’s request, copies of any filings and registrations with, and reports to or from, any Governmental
Authority, including, without limitation, the Securities and Exchange Commission or any successor agency and any utility regulatory
body.


 


(e)              Notices.
Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent immediately (and
in no event more than ten Business Days after obtaining such knowledge) of (i) the occurrence of a Default or Event of Default,
specifying the nature and existence thereof and what action the Borrower proposes to take with respect thereto, and (ii) the occurrence
of any of the following with respect to the Borrower: (A) the pendency or commencement of any litigation, arbitration or governmental
proceeding against the Borrower, or (B) the institution of any proceedings against the Borrower with respect to, or the receipt
of notice by the Borrower of potential liability or responsibility for, violation or alleged violation of any federal, state or
local law, rule or regulation (including, without limitation, any Environmental Law), in each case under this clause (ii) that
would have or would be reasonably expected to have a Material Adverse Effect.


 


(f)               ERISA.
Upon the Borrower or any ERISA Affiliate obtaining knowledge thereof, the Borrower will give written notice to the Administrative
Agent and each of the Lenders promptly (and in any event within five Business Days) of: (i) any event or condition, including,
but not limited to, any Reportable Event, that constitutes, or would be reasonably expected to lead to, a Termination Event; (ii)
any communication from the PBGC stating its intention to terminate any Pension Plan or to have a trustee appointed to administer
any Pension Plan together with a statement of the amount of liability, if any, incurred or expected to be incurred by the Borrower
or any Subsidiary in connection therewith; (iii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in
ERISA or otherwise of any withdrawal liability assessed against the Borrower or any ERISA Affiliate, or of a determination that
any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA) or is in endangered or
critical status under Section 305 of ERISA; (iv) the failure to make full payment on or before the due date (including extensions)
thereof of all amounts which the Borrower or any of its Subsidiaries or ERISA Affiliates is required to contribute to each Pension
Plan and each Plan that is subject to Section 412 of the Code pursuant to its terms and as required to meet the minimum funding
standard set forth in ERISA and the Code with respect thereto that would have or would be reasonably expected to have a Material
Adverse Effect; or (v) any change in the funding status of any Plan that would have or would be reasonably expected to have a
Material Adverse Effect; together, with a description of any such event or condition or a copy of any such notice and a statement
by an officer of the Borrower briefly setting forth the details regarding such event, condition, or notice, and the action, if
any, which has been or is being taken or is proposed to be taken with respect thereto. Promptly upon request, the Borrower shall
furnish the Administrative Agent and each of the Lenders with such additional information concerning any Plan as may be reasonably
requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and
attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and
the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA).


 






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(g)              [Reserved.]


 


(h)              Ratings Changes. The Borrower shall promptly deliver to the Administrative Agent information regarding any change
in the Borrower’s Credit Ratings.


 


(i)               Other
Information. With reasonable promptness upon any such request, such other information regarding the business, properties or
financial condition of the Borrower as the Administrative Agent or any Lender may reasonably request, including information and
documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know
your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Joint Arrangers will make available to the Lenders materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do
not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities
of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed
to have authorized the Administrative Agent, the Joint Arrangers and the Lenders to treat such Borrower Materials as either publicly
available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or
its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative
Agent and the Joint Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Investor.”


 






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6.2         
Patronage Capital and Membership Fees.


 


The Borrower shall,
as of the end of any fiscal quarter of the Borrower, maintain Patronage Capital of at least $750,000,000.


 


6.3         
Notices with Respect to Wholesale Power Contracts.


 


The Borrower shall
promptly notify the Administrative Agent, after becoming aware thereof, of (a) any material modification to any of the Wholesale
Power Contracts, (b) any material default in the performance of any Member’s payment obligations under any Wholesale Power
Contact that has continued unremedied for five or more Business Days, (c) its receipt of a “Notice of Intent to Withdraw”
by any Member pursuant to Section 17 of such Member’s Wholesale Power Contract, (d) its receipt of any written notice from
a Member of such Member’s intent to assign any of its rights and obligations under its Wholesale Power Contract, (e) the
filing by a Member of any official judicial or regulatory filing seeking as a remedy the declaration of the unenforceability of
any material provision of or the material modification of its Wholesale Power Contract, (f) any release or termination of a Member’s
payment obligations under a Wholesale Power Contract, or (g) the filing by a Member of any official judicial or regulatory filing
claiming the bankruptcy or insolvency of such Member.


 


6.4         
Preservation of Existence, Franchises and Assets.


 


The Borrower (a) will
do all things necessary to preserve and keep in full force and effect its existence, (b) will do all things necessary to preserve
and keep in full force and effect its franchises and authority, and (c) shall maintain its properties, real and personal, in good
condition, and shall not waste or otherwise permit such properties to deteriorate, reasonable wear and tear excepted, except in
each case in clauses (b) and (c) where the failure to do so would not have or would not reasonably be expected to have a Material
Adverse Effect.


 


6.5         
Books and Records.


 


Subject to Section
1.3, the Borrower will keep complete and accurate books and records of its transactions in accordance with good accounting
practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).


 


6.6         
Compliance with Law.


 


The Borrower will comply
with, and obtain all permits and licenses required by, all laws (including, without limitation, all Environmental Laws and ERISA
laws), rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it
and its property, if the failure to comply would have or would be reasonably expected to have a Material Adverse Effect.


 






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6.7         
Payment of Taxes.


 


The Borrower will pay,
settle or discharge all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or
upon any of its properties, before they shall become delinquent; provided, however, that the Borrower shall not be
required to pay, settle or discharge any such tax, assessment, charge or levy (i) which is being contested in good faith by appropriate
proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make
any such payment, settlement or discharge would give rise to an immediate right to foreclose or collect on a Lien securing such
amounts or (ii) to the extent the failure to make any such payment, settlement or discharge, either singly or in the aggregate,
would not have or would not reasonably be expected to have a Material Adverse Effect.


 


6.8         
Insurance.


 


The Borrower will at
all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty
insurance and business interruption insurance) with responsible and reputable insurance companies in such amounts, covering such
risks and liabilities and with such deductibles or self-insurance retentions as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Borrower operates.


 


6.9         
Use of Proceeds.


 


The proceeds of the
Loans shall be used for general corporate purposes, including, without limitation, (i) to refinance the indebtedness under certain
of the Borrower’s other existing credit agreements, (ii) to pay, at maturity, commercial paper issued by the Borrower, (iii)
to issue Letters of Credit, including Letters of Credit to support liquidity or credit requirements under tax-exempt variable rate
demand bond financings or in connection with posting collateral to third parties under construction, equipment procurement, hedging
and other arrangements, and (iv) working capital purposes. In the case of any Bond Letters of Credit, the Borrower’s reimbursement
obligations in respect thereof shall remain unsecured, without the use of purchased bonds, pledged bonds, bank bonds or similar
structures (and the Administrative Agent, Lenders and L/C Issuers, at the request of the Borrower, will expressly waive any right
to pledged bonds, bank bonds or similar structures), and the Lenders and the L/C Issuers shall not have any rights or remedies
under the related Bond Documents for Events of Default hereunder or thereunder (and the Lenders agree not to deliver any notice
of any such Events of Default, other than a failure of the Borrower to reimburse an L/C Issuer for any drawing under the related
Bond Letter of Credit). To the extent that, notwithstanding this Section 6.9, a L/C Issuer is treated as an owner or pledgee of
bonds pursuant to the related Bond Documents, such L/C Issuer disclaims any such right of ownership or pledge and, notwithstanding
anything to the contrary contained in this Agreement, none of the Administrative Agent, any Lender or any L/C Issuer shall sell,
hypothecate or otherwise dispose of any such bond, except to the Borrower.


 


6.10       
Audits/Inspections.


 


To the extent permitted
by Law and, with respect to the Borrower’s co-owned facilities, subject to any applicable limitations in the Borrower’s
corresponding co-ownership arrangements, upon reasonable prior notice and during normal business hours and, unless a Default under
this Agreement has occurred and is continuing, at the expense of the Administrative Agent, the Borrower will permit representatives
appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys, and appraisers
to visit and inspect the Borrower’s property, including its books and records, its accounts receivable and inventory, the
Borrower’s facilities and its other business assets, and to make photocopies or photographs thereof and to write down and
record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate
and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and
representatives of the Borrower.


 






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6.11       
CoBank Equity and Security.


 


(a)              
So long as CoBank (or its affiliate) is a Lender hereunder, the Borrower will acquire equity in CoBank in such amounts and
at such times as CoBank may require in accordance with CoBank’s Bylaws and Capital Plan (as each may be amended from time
to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the
Loans made by CoBank (or its affiliate) may not exceed the maximum amount permitted by the Bylaws and the Capital Plan at the time
this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report,
and if more recent, CoBank’s latest quarterly report, (ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s
Bylaws and Capital Plan, which describe the nature of all of the Borrower’s cash patronage, stock and other equities in CoBank
acquired in connection with its patronage loan from CoBank (or its affiliate) (the “CoBank Equities”) as well
as capitalization requirements, and agrees to be bound by the terms thereof.


 


(b)              
Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall
govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other
distributions made on account thereof or on account of Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility
for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if any,
in the event of a sale of a participation interest. CoBank reserves the right to assign or sell participations in all or any part
of its (or its affiliate’s) Commitments or outstanding Loans hereunder on a non-patronage basis.


 


(c)              
Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended
from time to time) on all CoBank Equities that the Borrower may now own or hereafter acquire, which statutory lien shall be for
CoBank’s (or its affiliate’s) sole and exclusive benefit. The CoBank Equities shall not constitute security for the
Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the CoBank Equities or on patronage
accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall be for CoBank’s
(or its affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the CoBank
Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, CoBank
may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts
owed to CoBank or its affiliate under this Agreement, whether or not such amounts are currently due and payable. The Borrower acknowledges
that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. CoBank shall
have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower, or at
any other time, either for application to the Obligations or otherwise.


 






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6.12       
[Reserved.]


 


6.13       
Rate Covenant.


 


Subject to any necessary
regulatory approval or determination of RUS, if required, the Borrower shall establish and collect rates, rents, charges, fees
and other compensation (the “Rates”) for the use or the sale of output, capacity or service of the System that,
together with other revenues available to the Borrower, are reasonably expected to yield Margins for Interest for each fiscal year
of the Borrower equal to at least 1.10 times Interest Charges for such period. Promptly upon any material change in the circumstances
which were contemplated at such time Rates were most recently reviewed, but not less frequently than once every twelve (12) months,
the Borrower shall review the Rates so established and shall promptly establish or revise such Rates, as necessary to comply with
the foregoing requirements; provided, however, that if (i) upon any such review of Rates based on a material change in circumstances,
the Borrower determines that Rates are required to be established or revised in order for the Borrower to comply with this Section
6.13 and (ii) there are less than six (6) calendar months remaining in the current fiscal year, it will be sufficient for purposes
of complying with this Section 6.13 if the Borrower establishes or revises its Rates for the next fiscal year so as to reasonably
expect to meet the covenant for such next fiscal year, subject in the case of the foregoing Margins for Interest requirement to
any necessary regulatory approval or determination, including, as and to the extent required, that of RUS. The Borrower will not
furnish or supply or cause to be furnished or supplied any use, output, capacity or service of the System with respect to which
a charge is regularly or customarily made, free of charge to any Person, and the Borrower will use commercially reasonable efforts
to enforce the payment of any and all accounts owing to the Borrower with respect to the use, output, capacity or service of the
System. Capitalized terms used in this Section 6.13 without definition shall have the meanings provided in the First Mortgage
Indenture (as in effect as of the date hereof).


 


SECTION
7.



 


NEGATIVE COVENANTS


 


The Borrower hereby
covenants and agrees that so long as any Lender has any Commitment hereunder, any Loan or other Borrower Obligation shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:


 


7.1         
Nature of Business.


 


The Borrower will not
engage, to any material extent, in any business other than the business of providing, directly or indirectly, electric power and
energy and related services to or on behalf of the Members.


 






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7.2         
Consolidation and Merger.


 


The Borrower will not
(a) enter into any transaction of merger, or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged
or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving corporation.


 


7.3         
Arm’s-Length Transactions.


 


Except in connection
with any Special Leases, the Borrower will not enter into any transaction or series of transactions, whether or not in the ordinary
course of business, with any officer, director or Affiliate other than on terms and conditions substantially as favorable as would
be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director or Affiliate; provided,
however, that this Section 7.3 shall not be applicable to transactions with any Affiliate if such transactions are made
on a cost basis.


 


7.4         
Fiscal Year; Organizational Documents.


 


The Borrower will not
(a) change its fiscal year or (b) change its form of organization from a corporation organized under the Georgia Electric Membership
Corporation Act.


 


7.5         
Liens.


 


The Borrower will not,
nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Lien with respect to any
of its property or assets of any kind (whether real or personal, tangible or intangible, and whether now owned or after acquired)
securing Indebtedness, except for the following: (a) Liens securing Borrower Obligations, (b) Liens securing Special Leases, (c)
Liens securing other Indebtedness (including without limitation the First Mortgage Indenture Debt) in an aggregate amount not to
exceed $14,000,000,000 at any time outstanding, (d) Liens with respect to any interest, debt or equity of the Borrower in CoBank
or CFC purchased or otherwise acquired by the Borrower in connection with membership in any such entity or any borrowing from any
such entity, and (e) Liens on cash, securities or accounts receivable under such obligations or obligations with the same counterparty
to the extent provided by the Borrower as collateral for any obligation of the Borrower under any letter of credit issued on behalf
of the Borrower or other similar obligation, commitment or liability of the Borrower arising in connection with the Borrower’s
business and properties.


 


7.6         
[Reserved.]


 


7.7         
Indebtedness.


 


The Borrower will not,
nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness other than (a)
Indebtedness consisting of Special Leases, (b) Indebtedness secured by Liens permitted under Section 7.5(c), in an aggregate
amount at any time outstanding not to exceed $14,000,000,000, (c) the Loans and the L/C Obligations, (d) unsecured Indebtedness,
ranking pari passu with the Loans and the L/C Obligations, in an aggregate amount at any time outstanding not to exceed $4,000,000,000
(it being agreed that Indebtedness secured solely by a Lien permitted under Section 7.5(d) or 7.5(e) shall be deemed unsecured
Indebtedness ranking pari passu with the Loans and the L/C Obligations), and (e) unsecured Indebtedness subordinated to the Loans
and the L/C Obligations on terms reasonably satisfactory to the Required Lenders and the L/C Issuers.


 






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7.8         
No Violation of Anti-Corruption Laws or Sanctions.


 


The Borrower will not
request any Borrowing or Letter of Credit, or use or permit any of its Subsidiaries or its or their respective directors, officers,
employees and agents to use any Letter of Credit or the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an
offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in
violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any
Sanctions applicable to any party hereto.


 


SECTION
8.



 


EVENTS OF DEFAULT


 


8.1         
Events of Default.


 


An Event of Default
shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):


 


(a)              
Payment. The Borrower (i) shall default in the payment when due of any principal of any of the Loans or any L/C Obligations
or (ii) shall default in the payment when due of any interest on the Loans or any L/C Obligations or of any fees or other amounts
owing hereunder or under any Fee Letter, under any of the other Loan Documents or in connection herewith or therewith, and such
default under this clause (ii) shall continue unremedied for a period of five or more days.


 


(b)              Representations. Any representation, warranty or statement made or deemed to be made by the Borrower herein, in any
of the other Loan Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto
shall prove untrue in any material respect on the date as of which it was deemed to have been made.


 


(c)              
Covenants. The Borrower shall:


 


(i)               default
in the due performance or observance of any term, covenant or agreement contained in Section 6.2, 6.4 or 7.1
through 7.8 inclusive; or


 


(ii)              default
in the due performance or observance by it of any term, covenant or agreement contained in Section 6.1 or 6.3, and
such default shall continue unremedied for a period of five Business Days after the earlier of the Borrower becoming aware of
such default or notice thereof given by the Administrative Agent; or


 






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(iii)             default
in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a),
(b), (c)(i), or (c)(ii) of this Section 8.1) contained in this Agreement or any other Loan Document and such default shall
continue unremedied for a period of more than 30 days after the earlier of the Borrower becoming aware of such default or notice
thereof given by the Administrative Agent.


 


(d)              
Loan Documents. The Borrower shall default in the due performance or observance of any term, covenant or agreement
in any of the other Loan Documents and such default shall continue unremedied for a period of more than 30 days after the earlier
of the Borrower becoming aware of such default or notice thereof given by the Administrative Agent or any Loan Document shall fail
to be in full force and effect or the Borrower shall so assert or any Loan Document shall fail to give the Administrative Agent
and/or the Lenders the rights, powers and privileges purported to be created thereby.


 


(e)              
Bankruptcy, etc. The occurrence of any of the following with respect to the Borrower (i) a court or governmental
agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Borrower or for any substantial part of its property or order
the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect is commenced against the Borrower and such petition remains unstayed and in effect for a
period of 60 days; or (iii) the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent
to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
of the Borrower or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) the
Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by any
Person in furtherance of any of the aforesaid purposes.


 


(f)               
Other Indebtedness. With respect to any Indebtedness of the Borrower in excess of $25,000,000 (other than Indebtedness
outstanding under this Agreement), the Borrower shall (i) default in any payment (beyond the applicable grace period with respect
thereto, if any) with respect to such Indebtedness, the effect of which default is to cause any such Indebtedness to become due
and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof,
(ii) default in any payment in excess of $100,000 (beyond the applicable grace period with respect thereto, if any) with respect
to such Indebtedness, the effect of which default is to permit the holder or holders of such Indebtedness (or trustee or agent
on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness
to become due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof, or (iii) default in the observance or performance of any covenant or agreement relating to such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, the effect of which default results in any
such Indebtedness becoming due and payable, or required to be prepaid other than by a regularly scheduled required prepayment,
prior to the stated maturity thereof.


 






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(g)              
Judgments. One or more judgments, orders, or decrees shall be entered against the Borrower involving a liability
of $25,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged
coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the
first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable,
with the status of a judicial lien or (ii) 60 days; provided that if such judgment, order or decree provides for periodic payments
over time then the Borrower shall have a grace period of 30 days with respect to each such periodic payment.


 


(h)              
ERISA. The occurrence of any of the following events or conditions if the same, individually or in the aggregate,
would be reasonably expected to result in a liability to the Borrower of an amount greater than or equal to $25,000,000: (A) any
“unfunded required minimum contribution” or “accumulated funding deficiency” (as defined or otherwise set
forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA ) whether or not waived, shall exist with respect
to any Pension Plan, or any lien shall arise on the assets of the Borrower or any ERISA Affiliate in favor of the PBGC or a Plan;
(B) a Termination Event shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Lender,
likely to result in the termination of such Plan for purposes of Title IV of ERISA; (C) a Termination Event shall occur with respect
to a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Lender, likely to result in (i) the
termination of such Plan for purposes of Title IV of ERISA, or (ii) the Borrower or any ERISA Affiliate incurring any liability
in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the
meaning of Section 4245 of ERISA) of such Plan; or (D) any non-exempt prohibited transaction (within the meaning of Section 406
of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which would be reasonably expected to subject
the Borrower or any of its Subsidiaries to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of
the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries has agreed or is
required to indemnify any person against any such liability.


 






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(i)                
Wholesale Power Contracts. One or more Members, the aggregate of which, pursuant to Schedule 5.20 (as updated
pursuant to Section 6.1(c)), constitute twenty percent (20%) or more of the Borrower’s gross member revenues, at any
time shall (A) be in default in the performance of any payment obligations under its or their Wholesale Power Contracts where the
aggregate principal amount of such default or defaults exceeds $25,000,000 and such default or defaults have continued for thirty-five
(35) days beyond the due date with respect thereto, (B) have contested the validity or enforceability of its or their Wholesale
Power Contracts by filing any official judicial or regulatory filing seeking as a remedy the declaration of the unenforceability
or the material modification of its or their Wholesale Power Contracts, and such judicial or regulatory body shall have issued
a final and non-appealable order (i) declaring all or a material provision of such Wholesale Power Contract unenforceable, or (ii)
modifying such Wholesale Power Contract in any material manner, or (C) have its or their payment obligations under the Wholesale
Power Contracts released or terminated (other than in connection with a simultaneous assumption of such obligations by another
Member or other assignee; provided that in the case of a non-Member assignee, such assignee must have either (x) a Credit Rating
equal to or better than the Credit Rating of the assigning Member as published by S&P, Moody’s or Fitch or (y) if the
assigning Member has no such published Credit Rating, a Credit Rating equal to or better than the Borrower’s Credit Rating
as published by S&P, Moody’s or Fitch).


 


8.2         
Acceleration; Remedies.


 


Upon the occurrence
of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by the Required Lenders
(or the Lenders as may be required hereunder) the Administrative Agent may, with the consent of the Required Lenders, and shall,
upon the request and direction of the Required Lenders, by written notice to the Borrower take any of the following actions without
prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise
specifically provided for herein:


 


(i)               Termination
of Commitments. Declare the Commitments and any obligations of the L/C Issuers to make L/C Credit Extensions terminated whereupon
the Commitments and obligations shall be immediately terminated.


 


(ii)             Acceleration
of Loans. Declare the unpaid amount of all Borrower Obligations to be due whereupon the same shall be immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.


 


(iii)             Enforcement
of Rights. Enforce any and all rights and interests created and existing under the Loan Documents, including, without limitation,
all rights of set-off.


 


(iv)             Letters
of Credit. Require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount
thereof).


 


(v)              Mandatory
Tender. In the case of a failure of the Borrower to make timely reimbursement of a drawing under a Bond Letter of Credit to
pay principal of or interest on Bonds, give notice to the trustee under the applicable Bond Documents of such failure and directing
such trustee to effect a mandatory tender or the acceleration of such Bonds as may be permitted under such Bond Documents.


 






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Notwithstanding the
foregoing, if an Event of Default specified in Section 8.1(e) shall occur, then the Commitments and any obligations of the
L/C Issuers to make L/C Credit Extensions shall automatically terminate and all Loans, all accrued interest in respect thereof,
all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders and the Administrative Agent hereunder shall
immediately become due and payable and the obligations of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without the giving of any notice or other action by the Administrative Agent or the
Lenders.


 


Notwithstanding the
fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within
the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.


 


8.3         
Allocation of Payments After Event of Default.


 


Notwithstanding any
other provisions of this Agreement, after the exercise of any remedies by the Administrative Agent or the Lenders pursuant to Section
8.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts
under the Loan Documents shall automatically become due and payable in accordance with the terms of such Section) and the L/C Obligations
have automatically been required to be Cash Collateralized, all amounts collected or received by the Administrative Agent or any
Lender on account of amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows:


 


FIRST, to
the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable Attorney Costs) of the
Administrative Agent or any of the Lenders, including Lenders when acting in the capacity of L/C Issuer, in connection with enforcing
the rights of the Lenders under the Loan Documents, pro rata as set forth below;


 


SECOND, to
payment of any fees (other than Letter of Credit Fees) owed to the Administrative Agent, any L/C Issuer, or any Lender, pro rata
as set forth below;


 


THIRD, to
the payment of all accrued interest and Letter of Credit Fees payable to the Lenders hereunder, pro rata as set forth below;


 


FOURTH, to
(a) the payment of the outstanding principal amount of the Loans and L/C Borrowings and (b) Cash Collateralize that portion of
L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, as set forth below;


 


FIFTH, to
all other obligations which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses “FIRST”
through “FOURTH” above; and


 


SIXTH, to
the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.


 






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In carrying out the foregoing, (a) amounts
received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category
and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding
Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.


 


Subject to Section
2.3(c) and Section 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be
applied to the other Obligations, if any, in the order set forth above.


 


SECTION
9.



 


ADMINISTRATIVE AGENT


 


9.1         
Appointment and Authority.


 


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


 


9.2         
Rights as a Lender.


 


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


 


9.3         
Exculpatory Provisions.


 


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


 






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


 


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


 


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


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 10.6 and 8.2) or (ii) in the absence of
its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent in writing by the Borrower, a Lender or an L/C Issuer.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.


 






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9.4         
Reliance by Administrative Agent.


 


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


 


9.5         
Delegation of Duties.


 


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


 


9.6         
Resignation of Administrative Agent.


 


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


 


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


 






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(c)              
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that
in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent,
all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the L/C Issuers directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative
Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The
fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal
hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 shall continue in effect
for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative
Agent.


 


(d)              
Any resignation by or removal of CFC as Administrative Agent pursuant to this Section shall also constitute its resignation
as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
(a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring L/C
Issuer and Swing Line Lender, (b) such retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to such retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 






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9.7         
Non-Reliance on Administrative Agent and Other Lenders.


 


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


 


9.8         
No Other Duties, Etc.


 


Anything herein to
the contrary notwithstanding, none of the Lead Arranger, the Syndication Agent or the Documentation Agent listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.


 


9.9         
Administrative Agent May File Proofs of Claim.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled
and empowered (but not obligated), by intervention in such proceeding or otherwise:


 


(a)              to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.3(h) and
(i), 2.9 and 10.5) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.9 and 10.5.


 


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


 






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9.10      
Certain ERISA Matters.


 


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


 


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


 


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


 


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


 


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


 






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(b)              
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for
the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative
Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related hereto or thereto).


 


SECTION
10.



 


MISCELLANEOUS


 


10.1       
Notices and Other Communications; Facsimile Copies.


 


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


 


(i)               if
to the Borrower, the Administrative Agent, CFC as an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 10.1; and


 


(ii)              if
to any other Lender or L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified in
its Administrative Questionnaire.


 


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


 


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


 






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


 


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


 


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


 






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


 


10.2        Right
of Set-Off; Payments Set Aside.


 


(a)           Right of Set-Off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by
way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in
Section 8.2, the Administrative Agent, each Lender and each L/C Issuer is authorized at any time and from time to time,
without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off
and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by
the Administrative Agent, such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located)
or such L/C Issuer to or for the credit or the account of the Borrower against the Borrower Obligations irrespective of whether
the Administrative Agent, the L/C Issuers or the Lenders shall have made any demand hereunder and although such Borrower Obligations,
or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower
hereby agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 10.3(d)
may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.


 






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


 


10.3        Successors
and Assigns.


 


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


 


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


 






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(i)            Minimum
Amounts.


 


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


 


(B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof
unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments
to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee
and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount
has been met.


 


(ii)           Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not prohibit
any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment (and the related Loans thereunder)
on a non-pro rata basis;


 


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


 


(A)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;


 






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


 


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


 


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


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute a Defaulting Lender or a Subsidiary thereof.


 


(vi)          No
Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural Person).


 


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


 






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Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1,
3.4, 3.5 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment;
provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


 


(c)           Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in
the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.
The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


(d)           Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participation in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative
Agent, the L/C Issuers and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under
Section 10.5(c) with respect to any payments made by such Lender to its Participant(s).


 






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Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in Sections 10.6(a) through 10.6(h) that directly affects such Participant. The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 (subject
to the requirements and limitations therein, including the requirements under Section 3.1(g) (it being understood that the
documentation required under Section 3.1(g) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under paragraph (b) of this
Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1 or 3.4, with respect to
any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate
with the Borrower to effectuate the provisions of Section 3.6(b) with respect to any Participant. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.2 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan,
Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


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


 






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(f)            Fund
Lenders. Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest
in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed,
or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such
trustee actually becomes a Lender in compliance with the other provisions of this Section 10.3, (i) no such pledge shall
release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to
exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with
respect to the pledged interest through foreclosure or otherwise.


 


(g)           Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any
time CFC or another Lender serving as an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above,
(i) CFC or such other Lender, as the case may be, may, upon thirty days’ notice to the Borrower and the Lenders, resign
as one of the L/C Issuers and/or (ii) CFC may, upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In
the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower
to appoint any such successor shall affect the resignation of CFC or the other Lender as L/C Issuer or of CFC as Swing Line Lender,
as the case may be. If CFC or another Lender resigns as L/C Issuer, it shall remain primarily obligated under, and shall retain
all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to, all its Letters of Credit outstanding
as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.3(c)). If CFC resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right
to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section 2.4(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as
the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to CFC or another Lender resigning as
an L/C Issuer to effectively assume the obligations of CFC or such other Lender, as the case may be, with respect to such Letters
of Credit; provided, however, that in the case of any Bond Letter of Credit, such substitution shall comply with the Bond Documents
applicable thereto and with Section 2.3(b).


 






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10.4        No
Waiver; Remedies Cumulative.


 


No failure or delay
on the part of the Administrative Agent, any L/C Issuer or any Lender in exercising any right, power or privilege hereunder or
under any other Loan Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan
Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.
The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent
or any Lender would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other
or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent
or the Lenders to any other or further action in any circumstances without notice or demand.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection
with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section
8.2 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuers or the Swing Line Lender from
exercising the rights and remedies that inure to its benefit (solely in their/its capacity as L/C Issuers or Swing Line Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 10.2 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the
other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.


 


10.5        Payment
of Expenses, etc.


 


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


 






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(b)           Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)
and each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by the Borrower or any Subsidiary of the Borrower arising out of, in connection with, or as a result of (i)
the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Loan or the use or proposed use of the proceeds
therefrom, (iv) any actual or alleged presence or release of hazardous materials on or from any property currently or formerly
owned or operated by the Borrower, any Subsidiary of the Borrower, or any liability resulting from any actual or alleged violation
of Environmental Laws related in any way to the Borrower, any Subsidiary of the Borrower, or (v) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an
Indemnitee for breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained
a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.


 


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


 






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(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.


 


(e)           Payments.
All amounts due under this Section shall be payable within ten Business Days after demand therefor.


 


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


 


10.6        Amendments,
Waivers and Consents.


 


Neither this Agreement,
nor any other Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless
such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrower;
provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected
thereby:


 


(a)           extend
the Maturity Date, or postpone or extend the time for any payment or prepayment of principal;


 


(b)           reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default
increase in interest rates) thereon or fees or other amounts payable hereunder;


 


(c)           reduce or waive the principal amount of any Loan or L/C Borrowing;


 


(d)           increase or extend the Commitment of a Lender (it being understood and agreed that a waiver of any Default or Event of Default
or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);


 






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(e)           release the Borrower from its obligations under the Loan Documents;


 


(f)            amend, modify or waive any provision of this Section 10.6 or Sections 2.12(a), 2.13, 2.14, 8.1(a), 10.2,
10.3 or 10.5;


 


(g)           reduce any percentage specified in, or otherwise modify, the definition of Required Lenders;


 


(h)           consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the
Loan Documents;


 


(i)            unless also signed by the L/C Issuers, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by them;


 


(j)            unless also signed by the Swing Line Lender, affect the rights or duties of the Swing Line Lender under this Agreement;
or


 


(k)           unless also signed by the Administrative Agent, affect the rights or duties of the Administrative Agent under this Agreement
or any other Loan Document.


 


No provision of Section
9 may be amended or modified without the consent of the Administrative Agent.


 


Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected
with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender
may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected
Lenders shall require the consent of such Defaulting Lender.


 


Notwithstanding the
fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to
vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions
of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders
may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.


 






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10.7        Counterparts.


 


This Agreement may
be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument.


 


10.8        Headings.


 


The headings of the
sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.


 


10.9        Interest Rate Limitation.


 


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


 


10.10     
Survival of Indemnification and Representations and Warranties.


 


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


 


10.11     
Governing Law.


 


(a)           GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF GEORGIA.


 



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(b)           SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF GEORGIA SITTING IN FULTON COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE NORTHERN DISTRICT OF GEORGIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH GEORGIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


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


 


(d)           SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.1. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.


 


10.12     
Waiver of Jury Trial.


 


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


 


10.13     
Severability.


 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 10.13, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the L/C Issuers and/or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to
the extent not so limited.


 






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10.14     
Further Assurances.


 


The Borrower agrees,
upon the request of the Administrative Agent, to promptly take such actions, as reasonably requested, as are necessary to carry
out the intent of this Agreement and the other Loan Documents.


 


10.15     
Entirety.


 


This Agreement together
with the other Loan Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents
or the transactions contemplated herein and therein.


 


10.16     
Binding Effect; Continuing Agreement.


 


(a)           This
Agreement shall become effective at such time as all of the conditions set forth in Section 4.1 have been satisfied or
waived by the Lenders and it shall have been executed by the Borrower, the Administrative Agent and the Lenders, and thereafter
this Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their
respective successors and assigns.


 


(b)           This Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, interest, fees
and other Borrower Obligations have been paid in full and all Commitments have been terminated. Upon termination, the Borrower
shall have no further obligations (other than the indemnification provisions that survive) under the Loan Documents; provided that
should any payment, in whole or in part, of the Borrower Obligations be rescinded or otherwise required to be restored or returned
by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise,
then the Loan Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and
expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Borrower
Obligations.


 






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10.17     
Confidentiality.


 


Each of the Administrative
Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential);
(b) to the extent requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties
(including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process (provided, in the event of any disclosure pursuant
to this clause (c), the Administrative Agent, the L/C Issuers or the Lenders, as applicable, shall promptly notify the Borrower
of its disclosure of such Information); (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as
those of this Section 10.17, 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 Related Parties) to
any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations,
this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower
or its Subsidiaries or the Indebtedness under this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (h) with the consent of the Borrower; (i)
any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment
portfolio in connection with ratings issued with respect to such Lender or its Affiliates; or (j) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section 10.17, or (y) becomes available
to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors and similar service providers to the lending industry.


 


For the purposes of
this Section 10.17, “Information” means all information received from the Borrower or any of its Subsidiaries
relating to the Borrower or its Subsidiary or any of their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section 10.17 shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.


 






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


 


10.18     
USA PATRIOT Act Notice.


 


Each Lender, each L/C
Issuer and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, restated,
modified or otherwise supplemented from time to time, the “Patriot Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender, such L/C Issuer or the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent, any Lender or L/C Issuer, provide
all documentation and other information that the Administrative Agent, such Lender or such L/C Issuer requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act.


 


10.19     
No Advisory or Fiduciary Responsibility.


 


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


 






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10.20     
Electronic Execution of Assignments and Certain Other Documents.


 


The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or
other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records
in electronic form, which shall be of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, Georgia’s Uniform Electronic Transactions Act or any
other similar state laws based on the Uniform Electronic Transactions Act.


 


10.21     
Voting Participants.


 


Notwithstanding anything
in Section 10.3 to the contrary, any Farm Credit Lender that (i) has purchased a participation in the minimum aggregate
amount of $5,000,000 on or after the Closing Date, (ii) is, by written notice to the Borrower and the Administrative Agent (“Voting
Participant Notification”), designated by the selling Lender (including any existing Voting Participant) as being entitled
to be accorded the rights of a Voting Participant hereunder and (iii) receives the prior written consent of the Borrower and the
Administrative Agent to become a Voting Participant (such consent to be required only to the extent and under the circumstances
it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section
10.3 (any Farm Credit Lender so designated and consented to being called a “Voting Participant”), shall
be entitled to vote for so long as such Farm Credit Lender owns such participation and notwithstanding any subparticipation by
such Farm Credit Lender (and the voting rights of the selling Lender (including any existing Voting Participant) shall be correspondingly
reduced), on a dollar for dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide
or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall,
with respect to any Voting Participant, (x) state the full name, as well as all contact information required of an assignee in
an Assignment and Assumption and (y) state the dollar amount of the participation purchased in its Commitment or any or all of
its Loans. The selling Lender (including any existing Voting Participant) and the purchasing Voting Participant shall notify the
Administrative Agent and the Borrower within 3 Business Days’ of any termination of, or reduction or increase in the amount
of, such participation. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained
in notices delivered pursuant to this paragraph. The voting rights hereunder are solely for the benefit of the Voting Participant
and shall not inure to any assignee or participant of the Voting Participant that is not a Farm Credit Lender.


 






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10.22     
[Reserved.]


 


10.23     
Amendment and Restatement.


 


(a)           Amendment
and Restatement; No Novation. On the Closing Date, subject to the satisfaction of the conditions set forth in Section 4.1,
(a) the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and (i) all references to the
Existing Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall
be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection)
of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to
the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement
herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit
Agreement as amended and restated hereby, (b) the Schedules attached hereto hereby replace in their entirety the corresponding
Schedules attached to the Existing Credit Agreement prior to the Closing Date (including, without limitation, Schedule 1.1
hereto which sets forth the Commitments and Applicable Percentages) and (c) the Exhibits attached hereto hereby replace in
their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Closing Date. This Agreement
is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Credit
Agreement (including the Borrower Obligations) or to evidence payment of all or any portion of such obligations and liabilities.


 


(b)           Effect
on Existing Credit Agreement and on the Obligations. On and after the Closing Date, (i) the Existing Credit Agreement shall
be of no further force and effect except as amended and restated hereby and except to evidence (A) the incurrence by the Borrower
of the “Borrower Obligations” under and as defined therein (whether or not such “Borrower Obligations”
are contingent as of the Closing Date), (B) the representations and warranties made by the Borrower prior to the Closing Date
and (C) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Closing
Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement)
and (ii) the terms and conditions of this Agreement and the Lenders’ rights and remedies under the Loan Documents, shall
apply to all Borrower Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder.


 


(c)           No
Implied Waivers. Except as expressly provided in any Loan Document, this Agreement (i) shall not cure any breach of the Existing
Credit Agreement or any “Default” or “Event of Default” thereunder existing prior to the Closing Date
and (ii) is limited as written and is not a consent to any other modification of any term or condition of any Loan Document, each
of which shall remain in full force and effect.


 






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10.24     
Acknowledgement Regarding Any Supported QFCs.


 


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


 


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


 


(b)           As
used in this Section 10.24, the following terms have the following meanings:


 


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


 


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


 


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


 


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


 


[Remainder of Page Intentionally Left Blank]


 






    112


     


    

 





Each of the parties
hereto has caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) 
	 	 	 
	 	 	 
	 	By:	/s/ Elizabeth B. Higgins
	 	Name:	Elizabeth B. Higgins
	 	Title:	Executive Vice President and Chief Financial Officer



 






    	 	S-1	 



     


    

 


	 	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 	as Administrative Agent
	 	 	 
	 	 	 
	 	By:	/s/ J. Andrew Don
	 	Name:	J. Andrew Don
	 	Title:	Senior Vice President and Chief Financial Officer



 






    	 	S-2	 



     


    

 


	 	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 	as an L/C Issuer, the Swing Line Lender and a Lender
	 	 	 
	 	 	 
	 	By:	/s/ J. Andrew Don
	 	Name:	J. Andrew Don
	 	Title:	Senior Vice President and Chief Financial Officer



 






    	 	S-3	 



     


    

 


	 	Bank of America, N.A., as an L/C Issuer and a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Keith T. Erazmus
	 	Name:	Keith T. Erazmus
	 	Title:	Senior Vice President



 






    	 	S-4	 



     


    

 


	 	Truist Bank, as an L/C Issuer and a Lender
	 	 
	 	 
	 	By:	/s/ Ketak Sampat
	 	Name:	Ketak Sampat
	 	Title:	Senior Vice President



 






    	 	S-5	 



     


    

 


	 	CoBank, ACB, as an L/C Issuer and a Lender
	 	 
	 	 
	 	By:	/s/ Mike Rehmer
	 	Name:	Mike Rehmer
	 	Title:	Vice President



 






    	 	S-6	 



     


    

 


	 	MUFG BANK, LTD., as a Lender
	 	 
	 	 
	 	By:	/s/ Robert MacFarlane
	 	Name:	Robert MacFarlane
	 	Title:	Director



 






    	 	S-7	 



     


    

 


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



 






    	 	S-8	 



     


    

 


	 	ROYAL BANK OF CANADA, as a Lender
	 	 
	 	 
	 	By:	/s/ John E. Wells
	 	Name:	John E. Wells
	 	Title:	Authorized Signatory



 






    	 	S-9	 



     


    

 


	 	REGIONS BANK, as a Lender
	 	 
	 	 
	 	By:	/s/ Jerry Wells
	 	Name:	Jerry Wells
	 	Title:	Director



 






    	 	S-10	 



     


    

 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	By:	/s/ William Merritt
	 	Name:	William Merritt
	 	Title:	Director II



 






    	 	S-11	 



     


    

 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	 
	 	By:	/s/ Ryan Durkin
	 	Name:	Ryan Durkin
	 	Title:	Authorized Signatory



 






    	 	S-12	 



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	By:	/s/ James O’Shaughnessy
	 	Name:	James O’Shaughnessy
	 	Title:	Vice President



 






    	 	S-13	 



     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	By:	/s/ Heather Talbott
	 	Name:	Heather Talbott
	 	Title:	Executive Director



 






    	 	S-14	 



     


    

 


	 	BANK OF MONTREAL, as a Departing Lender
	 	 
	 	 
	 	By:	/s/ Jessica Markkula
	 	Name:	Jessica Markkula
	 	Title:	Director



 






    	 	S-15	 



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Departing Lender
	 	 
	 	 
	 	By:	/s/ Patrick Hennessey
	 	Name:	Patrick Hennessey
	 	Title:	Senior Vice President


 






    	 	S-16	 



     


    

 





SCHEDULE 1.1


 


COMMITMENTS AND APPLICABLE PERCENTAGES


 


	Lender	 	Commitment	 	 	Applicable Percentage	 
	National Rural Utilities Cooperative Finance Corporation	 	$	235,000,000	 	 	 	19.4215	%
	CoBank, ACB	 	$	150,000,000	 	 	 	12.3967	%
	MUFG Bank, Ltd.	 	$	125,000,000	 	 	 	10.3306	%
	Mizuho Bank, Ltd.	 	$	100,000,000	 	 	 	8.2645	%
	Bank of America, N.A.	 	$	100,000,000	 	 	 	8.2645	%
	Royal Bank of Canada	 	$	100,000,000	 	 	 	8.2645	%
	Regions Bank	 	$	100,000,000	 	 	 	8.2645	%
	Truist Bank	 	$	100,000,000	 	 	 	8.2645	%
	Fifth Third Bank, National Association	 	$	50,000,000	 	 	 	4.1322	%
	Goldman Sachs Bank USA	 	$	50,000,000	 	 	 	4.1322	%
	U.S. Bank National Association	 	$	50,000,000	 	 	 	4.1322	%
	JPMorgan Chase Bank, National Association	 	$	50,000,000	 	 	 	4.1322	%
	Total:	 	$	1,210,000,000.00	 	 	 	100.0000	%