Exhibit 10.02


 


STRICTLY CONFIDENTIAL


EXECUTION VERSION




 





 



 


BRIDGE TERM LOAN CREDIT AGREEMENT


 


DATED AS OF FEBRUARY 28, 2022


 


AMONG


 


GXO LOGISTICS, INC.,


as the Borrower,


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,

and


 


BARCLAYS BANK PLC

as Administrative Agent


 


BARCLAYS BANK PLC and CITIBANK, N.A.,


as Joint Lead Arrangers and Joint Bookrunners


 


CITIBANK, N.A.

as Syndication Agent


 


CERTAIN FINANCIAL INSTITUTIONS
TO BE APPOINTED


as Co-Documentation Agents


 





 



 














     


     


    

 


TABLE OF CONTENTS





 



 




Page


 




	Article 1
	Definitions
	 
	Section 1.01   	Certain Defined Terms	1
	Section 1.02   	Exchange Rates, Basket Calculations	32
	Section 1.03   	Reserved	32
	Section 1.04   	Change of Currency	32
	 	 	 
	Article 2 
	The Credits
	 
	Section 2.01   	Description of Facility; Commitment	33
	Section 2.02   	Facility Termination Date	33
	Section 2.03   	[Reserved]	33
	Section 2.04   	[Reserved]	33
	Section 2.05   	Fees; Reductions in Aggregate Commitment	33
	Section 2.06   	Minimum Amount of Each Advance	35
	Section 2.07   	Prepayments	35
	Section 2.08   	Notice of Borrowing	36
	Section 2.09   	[Reserved]	37
	Section 2.10   	Interest Rates	37
	Section 2.11   	Rates Applicable After Default	37
	Section 2.12   	Method of Payment	37
	Section 2.13   	Noteless Agreement; Evidence of Indebtedness	37
	Section 2.14   	Interest Payment Dates; Interest and Fee Basis	38
	Section 2.15   	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans	39
	Section 2.16   	Lending Installations	39
	Section 2.17   	Payments Generally; Administrative Agent’s Clawback	39
	Section 2.18   	Replacement of Lender	40
	Section 2.19   	Sharing of Payments by Lenders	41
	Section 2.20   	Allocation Between Initial Lenders	41
	Section 2.21   	Defaulting Lenders	42
	 	 	 
	Article 3 
	Yield Protection; Taxes
	 
	Section 3.01   	Yield Protection	43
	Section 3.02   	Changes in Capital Adequacy Regulations; Certificates for Reimbursement; Delay in Requests	44
	Section 3.03   	[Reserved]	45
	Section 3.04   	[Reserved]	45
	Section 3.05   	Taxes	45
	Section 3.06   	Mitigation Obligations	50



 






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	Section 3.07   	Replacing Other and Future Benchmarks	50
	Section 3.08   	Survival	52
	 	 	 
	Article 4 
	Conditions Precedent
	 
	Section 4.01   	Effectiveness	53
	Section 4.02   	Borrowings	54
	Section 4.03   	Availability	56
	 	 	 
	Article 5 
	Representations and Warranties
	 
	Section 5.01   	Existence and Standing	57
	Section 5.02   	Authorization and Validity	57
	Section 5.03   	No Conflict; Government Consent	57
	Section 5.04   	Financial Statements	57
	Section 5.05   	Material Adverse Effect	58
	Section 5.06   	Solvency	58
	Section 5.07   	Litigation	58
	Section 5.08   	Disclosure	59
	Section 5.09   	Regulation U	59
	Section 5.10   	Investment Company Act	59
	Section 5.11   	OFAC, FCPA	59
	Section 5.12   	Taxes	59
	Section 5.13   	Affected Financial Institution	59
	 	 	 
	Article 6 
	Covenants
	 
	Section 6.01   	Financial Reporting	60
	Section 6.02   	Use of Proceeds	62
	Section 6.03   	Notice of Default	62
	Section 6.04   	Conduct of Business	62
	Section 6.05   	Compliance with Laws	62
	Section 6.06   	Inspection; Keeping of Books and Records	62
	Section 6.07   	OFAC, FCPA	63
	Section 6.08   	Maintenance of Material Property and Insurance	63
	Section 6.09   	Merger	63
	Section 6.10   	Non-Guarantor Subsidiary Indebtedness	63
	Section 6.11   	Liens	64
	Section 6.12   	Financial Covenant	66
	Section 6.13   	OFAC, FCPA	67
	Section 6.14   	Conduct of Scheme and/or Offer	67



 






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	Article 7
	Defaults
	 
	Section 7.01   	Breach of Representations or Warranties	67
	Section 7.02   	Failure to Make Payments When Due	67
	Section 7.03   	Breach of Covenants	67
	Section 7.04   	Cross Default	67
	Section 7.05   	Voluntary Bankruptcy; Appointment of Receiver; Etc.	68
	Section 7.06   	Involuntary Bankruptcy; Appointment of Receiver; Etc.	68
	Section 7.07   	Judgments	69
	Section 7.08   	Unfunded Liabilities	69
	Section 7.09   	Change of Control	69
	Section 7.10   	Other ERISA Liabilities	69
	Section 7.11   	Invalidity of Loan Documents	69
	 	 	 
	Article 8
	Acceleration, Waivers, Amendments and Remedies
	 
	Section 8.01   	Acceleration, Etc.	70
	Section 8.02   	Amendments	70
	Section 8.03   	Preservation of Rights	72
	 	 	 
	Article 9 
	General Provisions
	 
	Section 9.01   	Survival of Representations	72
	Section 9.02   	Governmental Regulation	72
	Section 9.03   	Headings	72
	Section 9.04   	Entire Agreement	73
	Section 9.05   	Several Obligations; Benefits of this Agreement	73
	Section 9.06   	Expenses; Indemnification	73
	Section 9.07   	Accounting	76
	Section 9.08   	Severability of Provisions	76
	Section 9.09   	Nonliability of Lenders	76
	Section 9.10   	Confidentiality	76
	Section 9.11   	Nonreliance	77
	Section 9.12   	Disclosure	77
	 	 	 
	Article 10
	The Administrative Agent
	 
	Section 10.01   	Appointment and Authority	77
	Section 10.02   	Rights as a Lender	78
	Section 10.03   	Reliance by Administrative Agent	78
	Section 10.04   	Exculpatory Provisions	78
	Section 10.05   	Delegation of Duties	79
	Section 10.06   	Resignation of Administrative Agent	80



 






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	Section 10.07   	Non-Reliance on Administrative Agent and Other Lenders	81
	Section 10.08   	No Other Duties, Etc.	81
	Section 10.09   	Administrative Agent May File Proofs of Claim	81
	Section 10.10   	ERISA	82
	Section 10.11   	Erroneous Payments	83
	 	 	 
	Article 11
	Setoff
	 
	Section 11.01   	Setoff	85
	 	 	 
	Article 12
	Benefit of Agreement; Assignments; Participations
	 
	Section 12.01   	Successors and Assigns	86
	Section 12.02   	Dissemination of Information	90
	Section 12.03   	Tax Treatment	90
	 	 	 
	Article 13
	Notices
	 
	Section 13.01   	Notices; Effectiveness; Electronic Communication	90
	 	 	 
	Article 14 
	Counterparts; Integration; Effectiveness; Electronic Execution
	 
	Section 14.01   	Counterparts; Effectiveness	92
	Section 14.02   	Electronic Execution	93
	 	 	 
	Article 15
	Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial
	 
	Section 15.01   	Choice of Law	93
	Section 15.02   	Consent to Jurisdiction	94
	Section 15.03   	Waiver of Jury Trial	95
	Section 15.04   	U.S. Patriot Act and Beneficial Ownership Regulation Notice	95
	Section 15.05   	No Advisory or Fiduciary Responsibility	95
	Section 15.06   	Judgment Currency	96
	Section 15.07   	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	96
	 	 	 
	Article 16 
	GUARANTEE
	 
	Section 16.01   	Guarantors	97
	Section 16.02   	Guarantee	97
	Section 16.03   	Guaranty Absolute	98
	Section 16.04   	Waivers	98
	Section 16.05   	Continuing Guaranty	99
	Section 16.06   	Release of Guarantors	99


 









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	EXHIBITS	 	 
	 	 	 
	Exhibit A	–	Form of Compliance Certificate
	Exhibit B	–	Form of Assignment and Assumption
	Exhibit C	–	Form of Prepayment Notice
	Exhibit D	–	Form of Promissory Note
	Exhibit E	–	Form of Borrowing Notice
	Exhibit F	–	[Reserved]
	Exhibit G	–	Form of Officer’s Certificate
	Exhibit H-1	–	Form of U.S. Tax Compliance Certificate
	Exhibit H-2	–	Form of U.S. Tax Compliance Certificate
	Exhibit H-3	–	Form of U.S. Tax Compliance Certificate
	Exhibit H-4	–	Form of U.S. Tax Compliance Certificate
	 	 	 
	SCHEDULES	 	 
	 	 	 
	Pricing Schedule
	Commitment Schedule
	 	 	 
	Schedule 6.10	–	Existing Specified Indebtedness for Borrowed Money
	Schedule 13.01	–	Certain Addresses for Notices


 









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BRIDGE TERM LOAN CREDIT AGREEMENT


 


This Bridge Term Loan Credit
Agreement, dated as of February 28, 2022, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the
Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this
Agreement or an assignment pursuant to Section 12.01), and Barclays Bank PLC, as Administrative Agent.


 


On the Closing Date, the Borrower
will acquire not less than a majority of the outstanding shares of Clipper Logistics plc, a public limited company incorporated in England
and Wales with registration number 03042024 (“Catalonia” and such acquisition, the “Catalonia Acquisition”),
which may be effected by means of a Scheme (as defined herein) under which the Catalonia Shares (as defined herein) will be transferred
and the Borrower will, directly or indirectly, become the holder of such transferred Catalonia Shares or pursuant to a public offer by,
or made on behalf of, the Borrower in accordance with the Takeover Code (as defined herein) and the provisions of the Companies Act of
2006 for the Borrower to acquire, directly or indirectly, all of the Catalonia Shares by way of an Offer. To consummate the Catalonia
Acquisition, the Borrower intends to, among other things, enter into the Credit Facility.


 


The Borrower has requested
that the Lenders and the Administrative Agent enter into this Agreement to provide a 364-day term loan credit facility to the Borrower
for the purposes set forth herein, and the Lenders and the Administrative Agent are willing to do so on the terms and conditions set forth
herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article
1

Definitions


 


Section 1.01      Certain Defined Terms. As used in this Agreement:


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition by the Borrower or any of its Subsidiaries of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person (other than a Person that is a Subsidiary), or otherwise causing
any Person to become a Subsidiary of the Borrower, (c) a merger or consolidation or any other combination by the Borrower or any of
its Subsidiaries with another Person (other than a Person that is a Subsidiary) provided that the Borrower (or a Person that
succeeds to the Borrower pursuant to Section 6.09 in connection with such transaction or series of related transactions) or a
Subsidiary of the Borrower (or a Person that becomes a Subsidiary of the Borrower as a result of such transaction) is the surviving
entity; provided that any Person that is a Subsidiary at the time of execution of the definitive agreement related to any such
transaction or series of related transactions (or, in the case of a tender offer or similar transaction, at the time of filing of
the definitive offer document) shall constitute a Subsidiary for purposes of this definition even if in connection with such
transaction or series of related transactions, such Person becomes a direct or indirect holding company of the Borrower or (d) the
acquisition of real property by the Borrower or any of its Subsidiaries that is expected to be used in whole or in part in the
normal operations of the Borrower or its Subsidiaries.


 






     


     


    

 


“Acquisition Debt”
means any Indebtedness for Borrowed Money of the Borrower or any of its Subsidiaries that has been issued for the purpose of financing,
in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose
of refinancing or replacing all or a portion of any pre-existing Indebtedness for Borrowed Money of the Borrower, any of its Subsidiaries
or the Person(s) or assets to be acquired); provided that (a)(i) the release of the proceeds thereof to the Borrower and its Subsidiaries
is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held pursuant to an escrow
or similar arrangement and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive
offer document) for such Material Acquisition is terminated prior to the consummation of such Material Acquisition or if such Material
Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed
Money, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and its Subsidiaries in respect
of such Indebtedness for Borrowed Money or (b)(i) such Indebtedness for Borrowed Money contains a “special mandatory redemption”
provision (or other similar provision) or otherwise permits such Indebtedness for Borrowed Money to be redeemed or prepaid if such Material
Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed Money,
and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such
Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material
Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed
Money, such Indebtedness for Borrowed Money is so redeemed or prepaid within ninety (90) days of such termination or such specified date,
as the case may be.


 


“Administrative Agent”
means Barclays Bank PLC in its capacity as contractual representative of the Lenders pursuant to ‎Article 10, and not in
its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to ‎Article 10.


 


“Administrative Agent’s
Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.01, or such
other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


 


“Advance”
means a Borrowing.


 


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


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A
Person shall be deemed to control another Person if the controlling Person is the “beneficial owner” (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934) of ten percent (10%) or more of any class of voting securities (or other
voting interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of voting securities, by contract or otherwise.


 






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“Agent”
means any of the Administrative Agent, the Arrangers, the Syndication Agent or the Co-Documentation Agents as appropriate, and “Agents”
means, collectively, the Administrative Agent, the Arrangers, the Syndication Agent and the Co-Documentation Agents.


 


“Agent Parties”
is defined in ‎Section 13.01(c).


 


“Aggregate Commitment”
means, at any time, the aggregate amount of the Commitments of all of the Lenders at such time, as may be adjusted from time to time pursuant
to the terms hereof. The Aggregate Commitment as of the Effective Date is Seven Hundred Forty-Five Million and 00/100 Pounds Sterling
(£745,000,000).


 


“Agreement”
means this Bridge Term Loan Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from
time to time.


 


“Agreement Accounting
Principles” means GAAP, applied in a manner consistent with that used in preparing the financial statements of the Borrower
referred to in ‎‎Section 5.04; provided, however, that notwithstanding anything contained in ‎Section
9.07 to the contrary, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof
to eliminate the effect of any change in GAAP occurring after the Effective Date (or any change in GAAP that occurred on or prior to the
Effective Date but was not reflected in the financial statements included in the Borrower’s Form 10-K) or in the application thereof
on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


“Agreement Currency”
is defined in Section 15.06.


 


“Anti-Corruption
Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time
to time concerning or relating to bribery, money laundering or corruption, including the United States Foreign Corrupt Practices Act of
1977, as amended.


 


“Applicable Margin”
means the percentage rate per annum which is applicable at such time with respect to Advances as set forth under the heading “Applicable
Margin” in the Pricing Schedule.


 


“Applicable Time”
means, with respect to any borrowings and payments in Pounds Sterling, 10:30 a.m. (New York City time).


 






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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.


 


“Arrangers”
means Barclays Bank PLC and Citibank, N.A., in their capacity as Joint Lead Arrangers.


 


“Article”
means an Article of this Agreement unless another document is specifically referenced.


 


“Asset Sale”
means the sale or other disposition of assets by the Borrower or any of its Subsidiaries outside the ordinary course of business (excluding
(A) for the avoidance of doubt, the issuance of equity interests of the Borrower, (B) asset sales or other dispositions between or among
the Borrower and/or its Subsidiaries, (C) sales or other dispositions of receivables in connection with factoring transactions, (D) asset
sales or other dispositions in connection with any securitizations or any supply chain financing arrangements, (E) sales or dispositions
of real estate and related assets (including fixtures appurtenant thereto), (F) asset sales and other dispositions, the Net Cash Proceeds
of which do not exceed $50,000,000 in any single transaction or related series of transactions and (G) other asset sales and other dispositions,
the Net Cash Proceeds of which do not exceed $250,000,000 in the aggregate).


 


“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 12.01), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other
form approved by the Administrative Agent.


 


“Authorized Officer”
means any of the President, the Chairman, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, any
Vice President, the Treasurer, the Assistant Treasurer, the Controller or the Secretary of the Borrower and, solely for purposes of notices
given pursuant to ‎Article 2, any other officer or employee of the Borrower so designated by any of the foregoing officers
in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between
the Borrower and the Administrative Agent, in each case acting in accordance with the terms of the signing authority granted in the Secretary
or Assistant Secretary’s certificate delivered to the Administrative Agent pursuant to Section 4.01(f) (including any supplements
thereto delivered to the Administrative Agent from time to time by way of an officers’ certificate jointly executed by two Authorized
Officers).


 


“Availability Period”
means the period (x) from and including the Closing Date to but excluding (y) the earlier of (A) the Longstop Time and (B) the Facility
Termination Date.


 






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“Available Tenor”
means, as of any date of determination and with respect to any then-current Benchmark , as applicable, (x) if any then-current Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is excluded pursuant to
Section 3.07(c)(iv).


 


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


 


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


 


“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 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”.


 


“Benchmark”
means, initially SONIA; provided that if a Benchmark Transition Event has occurred with respect to SONIA or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such
prior benchmark rate pursuant to Section 3.07(c)(i).


 


“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of (1) the alternate benchmark rate that has been selected by the Administrative
Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism
for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining
a benchmark rate as a replacement to the then-current Benchmark for Pounds Sterling-denominated syndicated credit facilities and (2) the
related Benchmark Replacement Adjustment; provided that if the Benchmark Replacement would be less than the Floor, the Benchmark
Replacement shall be deemed to be the Floor for all purposes of this Agreement.


 






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“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a
positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a)
any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for Pounds Sterling-denominated syndicated credit facilities at
such time.


 


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


 


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


 


(b)       in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published
component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or
such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative;
provided that such non-representativeness, non-compliance will be determined by reference to the most recent statement or publication
referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on
such date.


 


For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


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


 


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


 






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


 


(c)       a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.


 


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


 


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


 


“Borrower”
is defined in the preamble hereto.


 


“Borrowing”
means a borrowing hereunder consisting of the aggregate amount of Loans made by the Lenders on any Borrowing Date.


 


“Borrower Materials”
is defined in ‎Section 6.01.


 


“Borrowing Date”
means any day (which shall be a SONIA Business Day) during the Availability Period on which an Advance is made pursuant to Section
2.01(a).


 


“Borrowing Notice”
is defined in ‎Section 2.08.


 


“Business Day”
any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain
closed.


 


“Capitalized
Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of
such Person prepared in accordance with Agreement Accounting Principles; provided that notwithstanding anything contained in the
definition of Agreement Accounting Principles to the contrary, unless the Borrower otherwise elects by delivery of a notice to the
Administrative Agent, all leases of any Person that are or would be characterized as operating leases in accordance with GAAP as in
effect in the United States on January 31, 2018 (whether or not such operating leases were in effect on such date) shall continue to
be accounted for as operating leases (and not as Capitalized Leases) for purposes of this Agreement regardless of any change in GAAP
following the date that would otherwise require such obligations to be recharacterized as Capitalized Leases.


 






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“Capitalized Lease
Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as
a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles; provided that notwithstanding
anything contained in the definition of Agreement Accounting Principles to the contrary, unless the Borrower otherwise elects by delivery
of a notice delivered to the Administrative Agent, all obligations under any leases of any Person that are or would be characterized as
operating lease obligations in accordance with GAAP as in effect in the United States on January 31, 2018 (whether or not such operating
lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized
Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such
obligations to be recharacterized as Capitalized Lease Obligations.


 


“Catalonia”
is defined in the preamble hereto.


 


“Catalonia Acquisition”
is defined in the preamble hereto.


 


“Catalonia Acquisition
Documents” means (i) if the Catalonia Acquisition is to be effected by means of a Scheme, the Scheme Documents; or (ii) if the
Catalonia Acquisition is to be effected by means of an Offer, the Offer Documents.


 


“Catalonia Shares”
means the existing unconditionally allotted or issued and fully paid ordinary shares in the capital of Catalonia and any further ordinary
shares which are unconditionally allotted or issued before the Closing Date.


 


“Central Bank Rate”
means, the greater of (a)(i) the Bank of England’s “Bank Rate” as published by the Bank of England from time to time,
plus (ii) the applicable Central Bank Rate Adjustment and (b) the Floor.


 


“Central Bank Rate
Adjustment” means, for any day, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the
average of Daily Simple SONIA Rate for the five most recent SONIA Business Days preceding such day for which SONIA was available (excluding,
from such averaging, the highest and the lowest Daily Simple SONIA Rate applicable during such period of five SONIA Business Days) minus
(ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last SONIA Business Day in such period. For purposes of this
definition, the Central Bank Rate shall be determined without giving effect to clause (a)(ii) of the definition thereof.


 


“Certain Funds Covenant”
means the covenants contained in Section 6.14.


 






    8


     


    

 


“Certain Funds Default”
means a Default described in Section 7.01 (but only to the extent arising from a Certain Funds Representation); Section 7.02
(but only with respect to a Default in the payment of principal or interest) if such Default shall remain unremedied for five (5) Business
Days after the occurrence thereof; Section 7.03 (but only to the extent arising from a Certain Funds Covenant) if such Default
is continuing on the Closing Date or on any subsequent Borrowing Date; Section 7.05 (but solely as it relates to the Borrower),
Section 7.06 (but solely as it relates to the Borrower) or Section 7.11(ii).


 


“Certain Funds Period”
means the period from (and including) the date of this Agreement to (and including) 11:59 p.m. (New York time) on the earliest of:


 


(a) if the first Rule 2.7
Announcement has not been released by then, the date that is ten (10) Business Days after the date of this Agreement;


 


(b) where the Catalonia Acquisition
proceeds by way of a Scheme, the earliest of: (i) the date on which the Scheme lapses or is withdrawn with the consent of the Takeover
Panel or by order of the Court (unless, within five (5) Business Days following such date, the Borrower has notified the Joint Lead Arrangers
that it intends to launch an Offer and the Rule 2.7 Announcement for the Offer has been released) (ii) the date on which Catalonia has
become a direct or indirect wholly owned subsidiary of the Borrower and all of the consideration payable under the Catalonia Acquisition
in respect of the Catalonia Shares or proposals made or to be made under Rule 15 of the Takeover Code in connection with the Catalonia
Acquisition, has in each case been paid in full; and (iii) the Longstop Time; and


 


(c) where the Catalonia Acquisition
is to be consummated pursuant to an Offer, the earliest of (i) the date on which the Offer lapses, terminates or is withdrawn, in each
case, with the consent of the Takeover Panel or a court order (unless, within five (5) Business Days following such date, the Borrower
has notified the Joint Lead Arrangers that it intends to launch a Scheme and the Rule 2.7 Announcement for the Scheme has been released),
(ii) the date on which Catalonia has become a direct or indirect wholly owned subsidiary of the Borrower and all of the consideration
payable under the Offer in respect of the Catalonia Shares or proposals made or to be made under Rule 15 of the Takeover Code in connection
with the Catalonia Acquisition, has in each case been paid in full; and (iii) the Longstop Time,


 


provided that
a switch from a Scheme to an Offer or from an Offer to a Scheme (or, for the avoidance of doubt, any amendments to the terms and conditions
of a Scheme or an Offer) shall not constitute a lapse, termination or withdrawal for the purpose of this definition.


 


“Certain Funds Representation”
means the representations and warranties contained in Section 5.01(a), Section 5.02, Section 5.03(a)(ii), Section
5.09 and Section 5.10.


 






    9


     


    

 


“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
or application thereof by any Governmental Authority or (c) the making or issuance of any request, 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 promulgated
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
regulatory authorities, in each case pursuant to Basel III, shall in the case of clauses (x) and (y) be deemed to be a “Change
in Law”, regardless of the date enacted, adopted, issued, promulgated or implemented.


 


“Change of Control”
means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50.0%
of the then-outstanding shares of capital stock or equivalent interests of the Borrower the holders of which are ordinarily, in the absence
of contingencies, entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted
basis, even though the right to so vote has been suspended by the happening of such a contingency (the “Voting Stock”).
Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (x) the Borrower becomes a direct or
indirect wholly owned Subsidiary of another Person and (y) the shares of the Voting Stock of the Borrower outstanding immediately prior
to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of such Person immediately after
giving effect to such transaction.


 


“Closing Date”
means the date on which all of the conditions specified in Section 4.02 shall first be satisfied (or waived).


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


“Commitment”
means, for each Lender, the obligation of such Lender to make Loans to the Borrower pursuant to Section 2.01(a) in an aggregate
principal amount not to exceed the amount set forth on the Commitment Schedule (which schedule shall set forth each Lender’s Commitment
as of the Effective Date) or in an Assignment and Assumption executed pursuant to ‎Section
12.01, as it may be modified as a result of any assignment that has become effective pursuant to ‎Section
12.01 or as otherwise modified from time to time pursuant to the terms hereof.


 


“Commitment Schedule”
means the Schedule attached hereto and identified as such, identifying each Lender’s Commitment as of the Effective Date.


 


“Communication”
is defined in Section 14.02.


 






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“Companies Act of
2006” means the Companies Act 2006 of the United Kingdom (as amended).


 


“Conforming Changes”
means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “SONIA Business Day,” the addition of a new concept of “interest
period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
the addition of conversion or continuation and notices related thereto, the applicability and length of lookback periods and other technical,
administrative or operational matters) that the Administrative Agent decides, after consultation with the Borrower, in its reasonable
discretion may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its
reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent
determines in its reasonable discretion that no market practice for the administration of any such rate exists, in such other manner of
administration as the Administrative Agent decides in its reasonable discretion is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


“Consolidated Assets”
means, at any date of determination, the total amount, as shown on or reflected in the most recent consolidated balance sheet of the Borrower
and its subsidiaries as at the end of the Borrower’s fiscal quarter ending prior to such date, of all assets of the Borrower and
its consolidated subsidiaries on a consolidated basis in accordance with Agreement Accounting Principles (giving pro forma effect to any
acquisition or disposition of Property of the Borrower or any of its subsidiaries involving the payment or receipt of consideration by
the Borrower or any of its subsidiaries in excess of $400,000,000 that has occurred since the end of such fiscal quarter as if such acquisition
or disposition had occurred on the last day of such fiscal quarter).


 


“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
period plus


 


(a)          the
following (without duplication) to the extent deducted in calculating such Consolidated Net Income for such period:


 


(i)       Consolidated
Interest Charges for such period;


 


(ii)       the
provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, including,
without limitation, any franchise taxes or other taxes based on income, profits or capital and all other taxes that are included in the
provision for income tax line item on the consolidated income statement of the Borrower and its Subsidiaries for such period;


 






    11


     


    

 


(iii)       depreciation
and amortization expense (excluding, for avoidance of doubt, amortization of deferred commissions, capitalized costs to acquire revenue
contracts or substantially equivalent items) for such period;


 


(iv)       any
increases in deferred or unearned revenue or substantially equivalent items for such period (net of any increases in deferred costs (which
deferred costs, for avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially
equivalent items) for such period);


 


(v)       all
non-cash expenses, losses or charges for such period (other than any such non-cash expenses, losses or charges that represent an accrual
or reserve for future cash expenses, losses or charges or that relate to the write-down of current assets), including, without limitation,
non-cash stock based employee compensation expenses for such period and non-cash expenses, losses or charges for such period in connection
with (A) “goodwill impairment losses” under FASB Statement 142, (B) unrealized losses resulting from mark-to-market accounting
in respect of Rate Management Transactions and (C) unrealized losses on equity investments;


 


(vi)       in
connection with any Acquisition (including the Catalonia Acquisition but excluding any Acquisition of the type set forth in clause (d)
of the definition thereof) or non-ordinary course disposition of Property, all non-recurring restructuring costs, facilities relocation
costs, acquisition integration costs and fees, including cash severance payments, and non-recurring fees and expenses, in each case paid
during such period in connection with such Acquisition or non-ordinary course disposition of Property and within twelve (12) months of
the completion of such Acquisition or non-ordinary course disposition of Property, as applicable; provided that the amount added
back to Consolidated Net Income pursuant to this clause (vi) in respect of any such costs, fees, payments and expenses paid in
cash in connection with all such Acquisitions and non-ordinary course dispositions shall not exceed 15% of Consolidated EBITDA (calculated
before giving effect to this clause (vi) in the aggregate for any period of four fiscal quarters of the Borrower);


 


(vii)       any
extraordinary, unusual or non-recurring expenses, charges or losses;


 


(viii)       transaction,
integration and restructuring fees, costs and expenses incurred in connection with the Spinoff; provided that the amounts added
back pursuant to this clause (viii) in respect of any such restructuring fees, costs and expenses incurred from and after January 1, 2021
may not exceed, with respect to any period of four consecutive fiscal quarters, $25,000,000 (it being understood and agreed no such limitation
shall apply to any such fees, costs and expenses incurred prior to January 1, 2021);


 






    12


     


    

 


minus


 


(b)          the
following (without duplication) to the extent included in calculating such Consolidated Net Income:


 


(i)       any
extraordinary gains (less all fees and expenses related thereto);


 


(ii)       any
decreases in deferred or unearned revenue or substantially equivalent items for such period (net of any decreases in deferred costs (which
deferred costs, for avoidance of doubt, do not include deferred commissions, capitalized costs to acquire revenue contracts or substantially
equivalent items) for such period); and


 


(iii)       all
non-cash income or gains for such period including, without limitation, unrealized gains resulting from mark-to-market accounting in respect
of Rate Management Transactions and unrealized gains on equity investments.


 


In addition, in the event that
the Borrower or any of its subsidiaries, during the relevant period, consummated an acquisition (including the Catalonia Acquisition)
or disposition of Property involving the payment or receipt of consideration by the Borrower or any of its subsidiaries in excess of $400,000,000,
Consolidated EBITDA will be determined giving pro forma effect to such acquisition or disposition as if such acquisition or disposition
and any related incurrence or repayment of Indebtedness had occurred on the first day of the relevant period, but shall not take into
account any cost savings projected to be realized as a result of such acquisition or disposition.


 


“Consolidated Interest
Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of, without duplication,
(a) all interest, premium payments, amortization of debt discount, fees, charges and related expenses in connection with Indebtedness
(including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest
in accordance with GAAP plus (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated
as interest in accordance with GAAP.


 


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a) Indebtedness for Borrowed Money of the Borrower and its Subsidiaries
on a consolidated basis as of such date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.


 


“Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries calculated on a consolidated basis, net income for that
period, as determined in accordance with Agreement Accounting Principles.


 


“Contingent
Obligation” means, for any Person, any agreement, undertaking or arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon,
the obligation or liability of any other Person that constitute Indebtedness (other than Indebtedness of the type described in
clause (v) of the definition of such term), or agrees to maintain the net worth or working capital or other financial condition of
any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with
respect to the liabilities of the partnership.


 






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“Controlled Group”
means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated)
under common control or treated as a single employer with the Borrower or any of its Subsidiaries, in each case, under Section 414 of
the Code.


 


“Co-Documentation
Agents” means each entity appointed as a Co-Documentation Agent by the Borrower, each in its capacity as a documentation agent
for the Lenders, and not in its individual capacity as a Lender; provided that there shall be no more than two (2) Co-Documentation
Agents.


 


“Court”
means the High Court of Justice of England and Wales.


 


“Court Meeting”
means, if the Catalonia Acquisition proceeds by way of a Scheme, the meeting(s) of the holders of the Catalonia Shares or any adjournment
thereof to be convened by an order of the Court and, if thought fit, approve the Scheme (with or without amendment), together with any
meeting held as a result of an adjournment or reconvention by the Court thereof.


 


“Court Orders”
shall mean, if the Catalonia Acquisition proceeds by way of a Scheme, the order(s) of the Court sanctioning the Scheme.


 


“Credit Facility”
means the credit facility established pursuant to Article 2.


 


“Daily Simple
SONIA Rate” means, for any day (a “SONIA Rate Day”), a rate per annum equal to the greater of (A) SONIA
for the day (such day “i”) that is five SONIA Business Days prior to (1) if such SONIA Rate Day is a SONIA Business Day,
such SONIA Rate Day or (2) if such SONIA Rate Day is not a SONIA Business Day, the SONIA Business Day immediately preceding such
SONIA Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website, and
(B) the Floor. If by 5:00 pm (local time for SONIA) on the second SONIA Business Day immediately following any day “i”,
SONIA in respect of such day “i” has not been published on the SONIA Administrator’s Website and a Benchmark
Replacement Date with respect to the Daily Simple SONIA Rate has not occurred, then SONIA for such day “i” will be SONIA
as published in respect of the first preceding SONIA Business Day for which SONIA was published on the SONIA Administrator’s
Website; provided that SONIA determined pursuant to this sentence shall be utilized for purposes of calculation of the Daily
Simple SONIA Rate for no more than three (3) consecutive SONIA Rate Days. Any change in the Daily Simple SONIA Rate due to a change
in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower.


 






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“Debt Issuance”
means incurrence of indebtedness for borrowed money by the Borrower or any Subsidiary (excluding (i) Indebtedness owed to the Borrower
or any Subsidiary, (ii) borrowings under the Existing Credit Agreement (including pursuant to any incremental facilities thereunder) or
any revolving facility entered into to refinance or replace the Existing Credit Agreement, (iii) any borrowings for working capital purposes
or under any letter of credit or overdraft facilities, (iv) issuances of commercial paper and refinancings thereof, (v) Indebtedness incurred
in connection with the refinancing of any existing Indebtedness; provided that the maturity date for such refinanced Indebtedness is within
six (6) months of the date of the incurrence of such refinancing Indebtedness; (vi) purchase money or equipment indebtedness or other
capital expenditure financings incurred in the ordinary course of business, (vii) Indebtedness incurred pursuant to any supply chain financing
arrangements, (viii) Indebtedness incurred under the Qualifying Term Loan Facility, (ix) Indebtedness incurred pursuant to any short-term
debt programs and (x) other Indebtedness, the Net Cash Proceeds of which do not to exceed $250,000,000 in the aggregate.


 


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


 


“Default”
means an event described in ‎Article 7.


 


“Defaulting
Lender” means, subject to Section 2.21(d), any Lender that (a) has failed to (i) perform any of its funding
obligations hereunder, including in respect of its Loans, on the date and at the time any Advances were required to be funded
hereunder (such Lender, a “Non-Funding Lender”) or (ii) pay to the Administrative Agent or any Lender any other
amount required to be paid by it hereunder within three (3) Business Days of the date when due, (b) has notified the Borrower or the
Administrative Agent in writing that it does not intend to comply with its funding obligations or has made a public statement to
that effect with respect to its funding obligations hereunder, or generally under other agreements in which it commits to extend
credit, unless such notification 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 cannot be satisfied (which
conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public
statement), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower to
confirm in a manner satisfactory to the Administrative Agent or the Borrower, as applicable, that it will comply with its funding
obligations, which request was made because of a reasonable concern by the Administrative Agent or the Borrower that such Lender may
not be able to comply with its 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 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 a
receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any
action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; 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 unless such ownership or equity results in or provides
such Lender with immunity from the jurisdiction of courts within the United States or any other nation or from the enforcement of
judgments or writs of attachment on its assets or permits such Lender (or such Governmental Authority or instrumentality) to reject,
repudiate, disavow or disaffirm any contracts or agreements made by such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status,
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.21(d)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall
be delivered by the Administrative Agent to the Borrower and each Lender promptly following such determination.


 






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


 


“Disposition”
means any sale, transfer or other disposition, or series of related sales, transfers, or dispositions (including pursuant to any merger,
amalgamation or consolidation or by means of a “plan of division” under the Delaware Limited Liability Company Act or any
comparable transaction under any similar law), of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as
a whole.


 


“Disqualified Stock”
means any capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Stated Maturity
Date.


 


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


 


“Domestic Subsidiary”
means any Subsidiary of the Borrower that is not a Foreign Subsidiary, a Subsidiary of a Foreign Subsidiary or a Foreign Subsidiary Holding
Company.


 


“Duration Fee”
is defined in ‎Section 2.05.


 


“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.


 






    16


     


    

 


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


 


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


 


“Effective Date”
means the date on which all of the conditions specified in Section 4.01 shall first be satisfied (or waived).


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under ‎Section
12.01(b)(v), ‎(vi) and ‎(vii)
(subject to such consents, if any, as may be required under ‎Section
12.01(b)(iii)) and any Person that is a lender under the Existing Credit Agreement on the date hereof.


 


“Engagement Letter”
means that certain Engagement Letter, dated as of the date hereof, among the Borrower, Barclays Capital Inc. and Citigroup Global Markets
Inc.


 


“Environmental Laws”
means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating
to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of
pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (d) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or
the clean-up or other remediation thereof.


 


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


 


“Equity
Issuance” means the issuance of any Equity Interests by the Borrower (excluding (i) issuances pursuant to employee stock
plans, other benefit or employee incentive arrangements, retirement plans or issued as compensation to officers and/or non-employee
directors, (ii) issuances of directors’ qualifying shares and/or other nominal amounts required to be held by persons other
than Subsidiaries of the Borrower under applicable law, (iii) issuances to any Subsidiary of the Borrower, (iv) issuances as
consideration for the Catalonia Acquisition or any other Acquisition or (v) other issuances, the Net Cash Proceeds of which do not
exceed $500,000,000).


 






    17


     


    

 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires)
the rules or regulations promulgated thereunder.


 


“Erroneous Payment”
is defined in Section 10.11(a).


 


“Erroneous Payment
Return Deficiency” is defined in Section 10.11(d).


 


“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.


 


“Exchange Rate”
for a currency means the rate determined by the Administrative Agent for the purchase of such currency with another currency, as published
on the applicable Reuters screen page (or such other source as may be agreed upon by the Administrative Agent and the Borrower) at or
about 11:00 a.m. (New York time) on the date two Business Days prior to the date as of which the foreign exchange computation is made.
In the event that such rate does not appear on the applicable Reuters screen page (or such other source as may be agreed upon by the Administrative
Agent and the Borrower), the “Exchange Rate” with respect to the purchase of such currency with another currency shall
be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative
Agent and the Borrower, or, in the absence of such agreement, such “Exchange Rate” shall instead be the rate determined
by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person
of such currency with another currency through its principal foreign exchange trading office in respect of such currency at approximately
11:00 a.m. (local time) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided
that if at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable
method as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded
Taxes” means any of the following Taxes imposed on, with respect to, or required to be withheld or deducted from a payment
to, the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits or
similar Taxes, in each case, imposed by the jurisdiction (or any political subdivision thereof) (i) under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending
Installation is located, or (ii) that are Other Connection Taxes, (b) any backup withholding Tax that is required by the Code to be
withheld from amounts payable to a Lender that has failed to comply with ‎Section
3.05(e)(ii), (c) in the case of a Lender, any U.S. federal withholding Tax that is required to be imposed on amounts payable to
such Lender (other than an assignee pursuant to a request by the Borrower under ‎Section
2.18) pursuant to the laws in force at the time such Lender becomes a party hereto (or designates a new Lending Installation),
except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending
Installation (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section
3.05(a)(i) or (ii), (d) any withholding Tax that is attributable to such Lender’s failure to comply with ‎Section
3.05(e) and (e) any U.S. withholding Taxes imposed under FATCA.


 






    18


     


    

 


“Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically referenced.


 


“Existing Credit
Agreement” means the Borrower’s existing Credit Agreement, dated as of June 23, 2021, among the Borrower, Citibank, N.A.,
as administrative agent, and the lenders and other parties from time to time party thereto.


 


“Facility Termination
Date” means the earliest of (a) 364 days following the Closing Date, provided that if such date is not a Business Day,
such date shall be the immediately preceding Business Day (this clause (a), the “Stated Maturity Date”) and (b) the
date of termination in whole of the Aggregate Commitment and repayment in full or acceleration of the Loans pursuant to ‎Section
2.05(e), Section 2.07(a) and/or ‎Section 8.01
hereof.


 


“FATCA”
means Sections 1471-1474 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) and any current or future regulations promulgated thereunder or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreements, treaty or convention
entered into in connection with the implementation of the foregoing and any laws, rules and regulations adopted by a non-U.S. jurisdiction
to effect any such intergovernmental agreement, treaty or convention.


 


“Fee Letter”
means that certain Fee and Syndication Letter, dated as of the date hereof, by and among the Borrower, Barclays Bank PLC and Citigroup
Global Markets Inc., as the same may be amended, supplemented or otherwise modified from time to time.


 


“Floor”
means a rate of interest equal to zero.


 


“Foreign Lender”
means any Lender that is not organized under the laws of the United States, any State thereof or the District of Columbia.


 


“Foreign
Pension Plan” means any defined benefit plan as described in Section 3(35) of ERISA for which the Borrower, any Subsidiary
or any member of the Controlled Group is a sponsor or administrator or to which the Borrower, any Subsidiary or any member of the
Controlled Group has any liability, and which (a) is maintained or contributed to for the benefit of employees of the Borrower, any
of its respective Subsidiaries or any member of its Controlled Group, (b) is not covered by ERISA pursuant to Section 4(b)(4) of
ERISA, and (c) under applicable local law, is required to be funded through a trust or other funding vehicle.


 






    19


     


    

 


“Foreign Subsidiary”
means a Subsidiary of the Borrower that is not organized or established under the laws of the United States of America, any state thereof
or the District of Columbia. For the avoidance of doubt, any Subsidiary incorporated or organized under the laws of a territory of the
United States (including the Commonwealth of Puerto Rico) shall constitute a “Foreign Subsidiary” hereunder.


 


“Foreign Subsidiary
Holding Company” means a Subsidiary of the Borrower that owns no material assets (directly or through its Subsidiaries) other
than equity interests of one or more Foreign Subsidiaries.


 


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


 


“Funding Fee”
is defined in ‎Section 2.05.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time, subject to the Agreement
Accounting Principles.


 


“General Meeting”
means the extraordinary general meeting of the Catalonia shareholders (and any adjournment thereof) to be convened in connection with
the Scheme.


 


“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).


 


“Guarantors”
means after the Effective Date, any Subsidiary of the Borrower that becomes a Guarantor pursuant to Section 16.01; provided that
upon the release or discharge of any Subsidiary from its Guarantee in accordance with the terms of this Agreement, such Person shall cease
to be a Guarantor; provided, further, that as of the Effective Date, there shall be no Guarantors under this Agreement or any other Loan
Document.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Illegal”
means a violation of Anti-Corruption Laws, the U.S. Patriot Act or any applicable Sanctions resulting solely from the Borrower’s
intended use of proceeds of the Advances in violation of Anti-Corruption Laws, the U.S. Patriot Act or any applicable Sanctions, and “Illegality”
shall have a corresponding meaning.


 






    20


     


    

 


“Illegality Notice”
is defined in Section 3.07(b).


 


“Indebtedness”
of a Person means, without duplication, (a) the obligations of such Person (i) for borrowed money, (ii) under or with respect to notes
payable which represent extensions of credit (whether or not representing obligations for borrowed money) to such Person, (iii) constituting
reimbursement obligations with respect to letters of credit and banker’s acceptances issued for the account of such Person, (iv)
for the deferred purchase price of property or services (other than current accounts payable arising in the ordinary course of such Person’s
business payable on terms customary in the trade), (v) for its Contingent Obligations, (vi) for its Net Mark-to-Market Exposure under
Rate Management Transactions, (vii) for its Capitalized Lease Obligations, (viii) [Reserved], (ix) [Reserved] and (x) with respect to
Disqualified Stock, (b) the obligations of others, whether or not assumed, secured by Liens on property of such Person or payable out
of the proceeds of, or production from, property or assets now or hereafter owned or acquired by such Person and (c) any other obligation
or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated
balance sheet of such Person.


 


“Indebtedness for
Borrowed Money” of a Person means, without duplication, (a) the outstanding principal amount of indebtedness for borrowed money
(whether or not evidenced by bonds, debentures, notes or similar instruments), (b) obligations for the deferred purchase price of property
or services (other than (i) trade accounts payable, intercompany charges and expenses, deferred revenue and other accrued liabilities
(including deferred payments in respect of services by employees), in each case incurred in the ordinary course of business and (ii) any
earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of
the Borrower in accordance with GAAP), (c) Capitalized Lease Obligations, (d) unpaid reimbursement obligations with respect to drawn letters
of credit and banker’s acceptances issued for the account of such Person (to the extent not already cash collateralized) and (e)
obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of any other Person of the kinds referred to
in clause (a), (b), (c) or (d) above. Notwithstanding the foregoing, clause (c) shall not include any obligations of the Borrower or any
Subsidiary classified as Capitalized Lease Obligations under GAAP or for other accounting purposes, but for which the Borrower and its
Subsidiaries do not make and are not required to make any cash payment.


 


“Indemnified Taxes”
means Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of the Borrower
hereunder.


 


“Indemnitee”
is defined in ‎Section 9.06(b).


 


“Information”
is defined in ‎Section 9.10.


 






    21


     


    

 


“Initial Lenders”
means Barclays Bank PLC and Citibank, N.A.


 


“Judgment Currency”
is defined in ‎Section 15.06.


 


“Lenders”
means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns, as well as
any Person that becomes a “Lender” hereunder pursuant to an Assignment and Assumption.


 


“Lending Installation”
means, with respect to a Lender or the Agents, the office, branch, subsidiary or affiliate of such Lender or Agent listed on the administrative
information sheets provided to the Administrative Agent in connection herewith, or otherwise selected by such Lender or Agent pursuant
to ‎Section 2.16.


 


“Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority
or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest
of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).


 


“Loan”
means an extension of credit by a Lender to the pursuant to ‎Section
2.01(a).


 


“Loan Documents”
means this Agreement, any joinder document pursuant to which a Subsidiary of the Borrower joins this Agreement as a Guarantor, any Notes
issued pursuant to ‎Section 2.13 (if requested) and each
other document jointly designated as a “Loan Document” in writing by the Borrower and the Administrative Agent, as the same
may be amended, restated or otherwise modified and in effect from time to time.


 


“Longstop Time”
means, 11:59 p.m. (New York City time) on the date that is eleven (11) months following the release of the Relevant Rule 2.7 Announcement,
or, in the event that the Offer has been declared wholly unconditional in the fourteen (14) days prior to such time, 11:59 p.m. (New York
City time) on the date that is fourteen (14) days after the date on which the Offer has been declared wholly unconditional (or, in each
case, such later date as may be agreed by the Administrative Agent (acting with the consent of all Lenders)).


 


“Major Subsidiary”
means any Subsidiary of the Borrower which has at any time total assets (after intercompany eliminations) exceeding 10% of Consolidated
Assets.


 


“Material Acquisition”
means any Acquisition the total consideration for which is equal to or greater than $400,000,000.


 


“Material Adverse
Effect” means a material adverse effect on (a) the financial condition, results of operations, business or Property of the Borrower
and its Subsidiaries taken as a whole or (b) the rights of or remedies available to the Lenders or the Administrative Agent against the
Borrower under the Loan Documents, taken as a whole.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 3(37) of ERISA that is subject to Title IV of ERISA and to which the Borrower, any Subsidiary
or any member of the Controlled Group makes contributions, is obligated to make contributions or has any liability.


 






    22


     


    

 


“Net Cash Proceeds”
means:


 


(a)       with
respect to any Asset Sale by the Borrower or any of its Domestic Subsidiaries, the excess, if any, of (i) the cash or cash equivalents
received by the Borrower or its Domestic Subsidiaries in connection therewith (including any cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or other non-cash proceeds, but only as and when so received) over (ii) the sum,
without duplication, of (A) payments to retire any debt that is required to be repaid in connection therewith (other than Advances under
the Credit Facility), (B) the fees and expenses incurred by the Borrower or any of its Subsidiaries in connection therewith, (C) in the
case of a sale, transfer, lease or other disposition (including pursuant to a sale-and-leaseback transaction or a casualty or a condemnation
or similar proceeding) of an asset, the amount of all payments required to be made to the Borrower and its Subsidiaries as a result of
such event to repay indebtedness for borrowed money secured by such asset, (D) taxes paid or reasonably estimated to be payable in connection
with such transaction and (E) the amount of reserves established by the Borrower or any of its Subsidiaries in accordance with GAAP to
fund adjustments in respect of the purchase price of such asset or assets or indemnification or similar contingent obligations reasonably
estimated to be payable within two (2) years after the occurrence of such disposition and that are directly attributable to the occurrence
of such disposition (as determined reasonably and in good faith by the Borrower); provided that if the amount of such reserves
exceeds the amounts charged against such reserve, then such excess, upon the determination thereof, shall then constitute Net Cash Proceeds;
provided, further, that if the Borrower or any of its Domestic Subsidiaries receives proceeds that would otherwise constitute
Net Cash Proceeds from a sale or other disposition of assets outside the ordinary course of business, the Borrower or its Domestic Subsidiaries
may reinvest, or commit to reinvest, any portion of such proceeds in the business of the Borrower or any of its Subsidiaries and, in such
case, such proceeds shall only constitute Net Cash Proceeds to the extent not so reinvested (or committed to be reinvested) within the
12-month period following receipt of such proceeds;


 


(b)        with
respect to the incurrence, issuance, offering or placement of indebtedness for borrowed money by the Borrower or any of its Subsidiaries,
the excess, if any, of (i) the cash or cash equivalents received in connection therewith (including any cash received by way of deferred
payment pursuant to, or by monetization of, a note receivable or other non-cash proceeds, but only as and when so received) over (ii)
the sum of (A) payments made to retire any indebtedness for borrowed money that is required to be repaid in connection therewith (other
than the Advances) and (B) the underwriting discounts and commissions and other fees and expenses incurred by the Borrower and its Subsidiaries
in connection with such incurrence, issuance, offering or placement; and


 


(c)        with
respect to any Equity Issuance, the excess of (i) the cash received by the Borrower in connection with such issuance over (ii) the underwriting
discounts and commissions and other fees and expenses incurred by the Borrower or any of its Subsidiaries in connection with such issuance.


 






    23


     


    

 


“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value of
the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction
were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of
replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated
as of that date).


 


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


 


“Non-Funding Lender”
is defined in the definition of “Defaulting Lender.”


 


“Note”
is defined in Section 2.13(e).


 


“Obligations”
means all Loans, debts, liabilities, obligations, covenants and duties owing by the Borrower to any of the Agents, any Lender, the Arrangers,
any affiliate of the Agents or any Lender, the Arrangers, or any indemnitee under the provisions of ‎Section
9.06 or any other provisions of the Loan Documents, in each case of any kind or nature, present or future, arising under this Agreement
or any other Loan Document, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money,
whether arising by reason of an extension of credit, loan, foreign exchange risk, guaranty, indemnification, or in any other manner, whether
direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired (including, for the avoidance of doubt, interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding). The term includes, without limitation, all interest, charges, expenses,
fees, attorneys’ fees and disbursements, paralegals’ fees, and any other sum chargeable to the Borrower under this Agreement
or any other Loan Document.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Offer”
means a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act of 2006) to be made by or on behalf of the Borrower in
accordance with the Offer Documents to acquire the entire issued and to be issued share capital of Catalonia and, where the context admits,
any subsequent revision, variation, extension or renewal of such offer.


 






    24


     


    

 


“Offer Documents”
means any Rule 2.7 Announcement relating to the Offer, the Offering Circular and any other documents to be sent by the Borrower to Catalonia’s
shareholders, and otherwise made available to such persons and in the manner required by Rule 24.1 of the Takeover Code in connection
with the Offer.


 


“Offer Effective
Date” means, if the Catalonia Acquisition proceeds by way of an Offer, the date on which the Offer is declared unconditional
in all respects by the Borrower.


 


“Offering Circular”
means, if the Acquisition proceeds by way of an Offer, any public offer document issued or to be issued by the Borrower to Catalonia’s
shareholders in connection with an Offer setting out the terms of the Offer (including any amendments, revisions or extensions thereof).


 


“Other Connection
Taxes” means, with respect to the Administrative Agent or any Lender, Taxes imposed as a result of a present or former connection
between the Administrative Agent or such Lender and the jurisdiction imposing such Tax (other than connections arising from the Administrative
Agent’s or such Lender’s 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, documentary, intangible, recording or filing taxes or any similar taxes, charges or levies arising
from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to ‎Section
2.18).


 


“Overnight Rate”
means, for any day the rate of interest per annum at which overnight deposits in Pounds Sterling, in an amount approximately equal to
the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative
Agent in the applicable offshore interbank market for Pounds Sterling to major banks in such interbank market.


 


“Participant”
is defined in ‎Section 12.01(d).


 


“Participant Register”
is defined in ‎Section 12.01(d).


 


“Payment Date”
means (x) initially, the three-month anniversary of the Closing Date and (y) thereafter, the date that is three months following the previous
Payment Date.


 


“Payment Recipient”
is defined in Section 10.11(a).


 


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


 






    25


     


    

 


“Permitted
Refinancing” means, with respect to any Specified Indebtedness for Borrowed Money, any Specified Indebtedness for Borrowed
Money issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund
(collectively, to “Refinance”), the Specified Indebtedness for Borrowed Money being Refinanced (or previous
refinancings thereof constituting a Permitted Refinancing); provided that the principal amount thereof does not exceed the
sum of (a) the principal amount of the Specified Indebtedness for Borrowed Money being Refinanced, plus (b) prepayment premiums
(including tender premiums) and penalties, accrued interest, defeasance costs, and fees, costs and expenses incurred in connection
therewith.


 


“Person”
means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or
other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Plan”
means an employee benefit plan other than a Multiemployer Plan which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code as to which the Borrower, any Subsidiary or any member of the Controlled Group may have liability.


 


“Platform”
is defined in ‎Section 6.01.


 


“Pounds Sterling”
and “£”means freely transferable lawful money of the United Kingdom (expressed in Pounds Sterling).


 


“Pricing Schedule”
means the Schedule identifying the Applicable Margin attached hereto identified as such.


 


“Property”
of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.


 


“Pro Rata Share”
means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the Aggregate
Commitment at such time, or, if the Aggregate Commitment has been terminated, a portion equal to a fraction the numerator of which is
such Lender’s Loans at such time and the denominator of which is the sum of the Loans at such time.


 


“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”
is defined in ‎Section 6.01.


 


“Qualifying Term
Loan Facility” means a term loan facility entered into by the Borrower for the purpose of financing the Transactions that is
subject to conditions precedent to funding that are no less favorable to the Borrower than the conditions set forth herein to the funding
of the Credit Facility, as determined by the Borrower in its reasonable discretion.


 






    26


     


    

 


“Rate Management
Transaction” (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement. For the avoidance of doubt, the following shall not be deemed
a “Rate Management Transaction”: (i) any phantom stock or similar plan (including any stock option plan) providing for payments
only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries,
(ii) any stock option or warrant agreement for the purchase of equity interests of the Borrower, (iii) the purchase of equity interests
or Indebtedness (including securities convertible into equity interests) of the Borrower pursuant to delayed delivery contracts or (iv)
any of the foregoing to the extent that it constitutes a derivative embedded in a convertible security issued by the Borrower.


 


“Register”
is defined in ‎Section 12.01(c).


 


“Regulation D”
means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or
other regulation or official interpretation of said Board of Governors.


 


“Regulation U”
means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation
or official interpretation of said Board of Governors.


 


“Regulation X”
means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation
or official interpretation of said Board of Governors.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates, controlling Persons, successors and assigns, and the directors, officers,
employees, agents and advisors of the foregoing.


 


“Relevant Governmental
Body” means the Bank of England, or a committee officially endorsed or convened by the Bank of England, or, in each case, any
successor thereto.


 






    27


     


    

 


“Relevant Rule 2.7
Announcement” means the first Rule 2.7 Announcement released in respect of the Catalonia Acquisition which will be consistent
in all material respects with the draft Rule 2.7 Announcement delivered to the Administrative Agent in accordance with Section 4.01(h)
(other than any amendments required by the Takeover Panel).


 


“Reportable Event”
means a reportable event, as defined in Section 4043 of ERISA and the regulations issued under such Section, with respect to a Plan, excluding,
however, such events as to which the PBGC has by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be
notified within thirty (30) days of the occurrence of such event; provided, however, that a failure to meet the minimum
funding standard of Section 412 of the Code or of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(c) of the Code.


 


“Required Lenders”
means, on any date of determination, Lenders in the aggregate having greater than fifty percent (50%) of the Aggregate Commitment on such
date or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding greater than fifty percent (50%) of the Loans
on such date; provided that the Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders.


 


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


 


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


 


“Rule 2.7 Announcement”
means the press announcement released by the Borrower and Catalonia to announce the firm intention on the part of the Borrower to make
an offer to acquire the Catalonia Shares on the terms of the Scheme or the Offer (as applicable) in accordance with Rule 2.7 of the Takeover
Code.


 


“Same Day Funds”
means same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment
for the settlement of international banking transactions in Pounds Sterling.


 


“Sanction(s)”
means any economic or financial sanctions or trade embargoes imposed, administered or enforced by the United States Government (including,
without limitation, OFAC or the U.S. Department of State), the United Nations Security Council, the European Union or Her Majesty’s
Treasury.


 


“Schedule”
refers to a specific schedule to this Agreement, unless another document is specifically referenced.


 


“Scheme”
means a scheme of arrangement made pursuant to Part 26 of the Companies Act of 2006 between Catalonia and the holders of the
Catalonia Shares in relation to the transfer of the entire issued and to be issued share capital of Catalonia (with or subject to
any modification, addition or condition approved or imposed by the Court and agreed by the Borrower and Catalonia) as contemplated
by the Scheme Circular (with or subject to any modification, addition or condition approved or imposed by the Court and agreed by
the Borrower and Catalonia).


 






    28


     


    

 


“Scheme Circular”
means a document issued by or on behalf of Catalonia to shareholders of Catalonia setting out the proposals for the Scheme stating the
recommendation of the Scheme to the shareholders of Catalonia by the board of directors of Catalonia including the notice of General Meeting
and the Court Meeting.


 


“Scheme Documents”
means any Rule 2.7 Announcement relating to the Scheme, the Scheme Circular together with the notices of the Court Meeting and General
Meeting which accompany that Scheme Circular, the Scheme Resolutions, any other document dispatched by or on behalf of Catalonia to its
shareholders in connection with the Scheme.


 


“Scheme Effective
Date” means, if the Catalonia Acquisition proceeds by way of a Scheme, the date on which the Court Orders are duly filed with
the Registrar of Companies in England and Wales and the Scheme becomes effective in accordance with English law.


 


“Scheme Resolutions”
means, if the Catalonia Acquisition proceeds by way of a Scheme, the resolutions of Catalonia shareholders for the implementation of the
Scheme referred to and substantially in the form to be set out in the Scheme Circular. “SEC” means the Securities and
Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Section”
means a numbered Section of this Agreement, unless another document is specifically referenced.


 


“SONIA”
means, with respect to any SONIA Business Day, a rate per annum equal to the Sterling Overnight Index Average as administered by the SONIA
Administrator.


 


“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“SONIA Advance”
or “SONIA Loan” means and Advance or Loan which, except as otherwise provided in Section 2.11, bears interest
based on the Daily Simple SONIA Rate. SONIA Advances and SONIA Loans shall be denominated in Pounds Sterling.


 


“SONIA Business Day”
means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Pounds Sterling,
any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.


 






    29


     


    

 


“SONIA Rate Day”
has the meaning assigned to such term in the definition of “Daily Simple SONIA Rate”.


 


“Specified Indebtedness
for Borrowed Money” means (a) Indebtedness for Borrowed Money described under clause (a) of the definition of Indebtedness for
Borrowed Money of any Major Subsidiary that is not a Guarantor and (b) guarantees by any Major Subsidiary that is not a Guarantor of any
Indebtedness for Borrowed Money described under clause (a) of the definition thereof.


 


“Spinoff”
means the distribution of all shares of common stock of the Borrower to the shareholders of XPO Logistics, Inc., which was consummated
on August 2, 2021.


 


“Stated Maturity
Date” is defined in the definition of “Facility Termination Date.”


 


“Subject Related
Parties” means, with respect to any Person, such Person’s (a) controlling Persons, controlled Affiliates or subsidiaries,
(b) directors, officers or employees of such Person or of any of its subsidiaries, controlled Affiliates or controlling Persons or (c)
agents and advisors of such Person or of any of its subsidiaries, controlled Affiliates or controlling Persons.


 


“Subsidiary”
of a Person means (a) any corporation more than fifty percent (50%) of the outstanding securities having ordinary voting power of which
shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business
organization more than fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be so owned
or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the
Borrower.


 


“Substantial Portion”
means, on any date of determination, with respect to the Property of the Borrower and its Subsidiaries, Property which represents more
than fifteen percent (15%) of the Consolidated Assets of the Borrower and its Subsidiaries on such date.


 


“Successful Syndication”
has the meaning set forth in the Fee Letter.


 


“Syndication Agent”
means Citibank, N.A., in its capacity as a syndication agent for the Lenders, and not in its individual capacity as a Lender.


 


“Takeover Code”
means the United Kingdom City Code on Takeover and Mergers, as administered by the Takeover Panel, as may be amended from time to time.


 


“Takeover Panel”
means the United Kingdom Panel on Takeovers and Mergers.


 


“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.


 






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“Ticking Fee”
is defined in Section 2.05.


 


“Ticking Fee Rate”
means 0.125% per annum.


 


“Transactions”
means, collectively, the transactions contemplated by the Loan Documents and the Acquisition Documents, including (a) consummation of
the Catalonia Acquisition, (b) the Borrower’s incurrence, replacement, redemption, repayment, defeasance, discharge, constructive
discharge or refinancing of Indebtedness (including Indebtedness of the Borrower and Catalonia and their respective Subsidiaries) in connection
therewith, (c) any other financing (whether by equity and/or debt) consummated by the Borrower (including by way of the proceeds of the
Credit Facility) in connection with the Catalonia Acquisition and (d) the payment of fees and expenses incurred in connection with the
foregoing.


 


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


 


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


 


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


 


“Unfunded Liabilities”
means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Plans exceeds the fair market
value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using
PBGC actuarial assumptions for single-employer plan terminations.


 


“Unmatured Default”
means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.


 


“U.S. Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.


 


“U.S. Tax Compliance
Certificate” is defined in ‎Section 3.05(e)(ii)(B)(3).


 


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


 






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The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms.


 


Any accounting terms used
in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with Agreement
Accounting Principles.


 


Section 1.02      
Exchange Rates, Basket Calculations. 


 


(a)           
For purposes of determining compliance with ‎Section 6.10 and Section 6.11, no Unmatured Default or
Default shall be deemed to have occurred solely as a result of changes in Exchange Rates occurring after the time any Specified Indebtedness
for Borrowed Money or Lien, as applicable, is created or incurred.


 


(b)           
For purposes of determining compliance with ‎Section 6.12, the amount of Indebtedness for Borrowed Money denominated
in any currency other than Dollars will be converted into Dollars based on the relevant Exchange Rate(s) in effect as of the last day
of the fiscal quarter of the Borrower for which the Consolidated Leverage Ratio is calculated.


 


(c)           
For purposes of compliance with Section 2.05(e) and Section 2.07(a), the amount of Net Cash Proceeds denominated
in any currency other than Pounds Sterling will be converted to Pounds Sterling based on the relevant Exchange Rate(s) in effect as of
the day on which such Net Cash Proceeds must be used to reduce the outstanding Commitments pursuant to Section 2.05(e) or the outstanding
Loans pursuant to Section 2.07(a), as the case may be.


 


Section 1.03      
Reserved.


 


Section 1.04      
 Change of Currency. Each provision of this Agreement also shall be subject to such reasonable changes of construction
as the Administrative Agent may from time to time specify to be reasonably necessary to reflect a change in currency of any country and
any relevant market conventions or practices relating to the change in currency.


 






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Article
2

The Credits


 


Section 2.01      
Description of Facility; Commitment.


 


(a)           
 Loans. Each Lender severally and not jointly agrees, upon the satisfaction of the conditions precedent set forth in Section
4.02 and on the terms and conditions set forth in this Agreement, to make Advances to the Borrower on any Borrowing Date in Pounds
Sterling in an amount not to exceed such Lender’s Commitment. The Advances shall be available in one or more draws on any Borrowing
Date; provided that there shall be no more than five (5) total draws during the term of this Agreement. Advances borrowed under
this Section 2.01(a) and paid or prepaid may not be reborrowed.


 


(b)           
[Reserved].


 


(c)           
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.01 shall
be subject to the terms and conditions of ‎Section 2.21.


 


Section 2.02      
Facility Termination Date. Any outstanding Loans and all other unpaid Obligations (other than contingent indemnity obligations)
shall be paid in full by the Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility
Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied
and all financing arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated,
all of the rights and remedies under this Agreement and the other Loan Documents shall survive.


 


Section 2.03      
[Reserved].


 


Section 2.04      
[Reserved].


 


Section 2.05      
Fees; Reductions in Aggregate Commitment.


 


(a)           
Ticking Fee. The Borrower shall pay, or cause to be paid, to the Administrative Agent, for the account of each Lender, a
ticking fee in Pounds Sterling (the “Ticking Fee”) at a per annum rate equal to the Ticking Fee Rate on the aggregate
outstanding Commitments of each such Lender under the Credit Facility, as adjusted pursuant to Section 2.05(e) or Section 2.05(f),
on each day from and including the date that is ninety (90) days after the Effective Date to and including the earlier of (i) the last
day of the Availability Period and (ii) if such date has not then occurred, the date on which the Commitments hereunder have been terminated
in full. Such Ticking Fee shall be payable on the earlier to occur of clauses (i) and (ii) in the immediately preceding sentence and upon
each Borrowing Date with respect to the Commitments terminated in connection with the Advance made on such date; provided that
no Ticking Fee shall accrue hereunder with respect to the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.


 


(b)            Duration
Fee. The Borrower shall pay, or cause to be paid, to the Administrative Agent, for the account of the Lenders a duration fee in
Pounds Sterling (the “Duration Fee”) on the aggregate amount of Loans outstanding and Commitments outstanding of
each such Lender at a per annum amount equal to (i) 0.50% of the aggregate principal amount of the Loans outstanding and Commitments
outstanding on the date which is 90 days after the Closing Date, due and payable in cash on such 90th day (or if such day is not a
Business Day, the next Business Day); (ii) 0.75% of the aggregate principal amount of the Loans outstanding and Commitments
outstanding on the date which is 180 days after the Closing Date, due and payable in cash on such 180th day (or if such day is not a
Business Day, the next Business Day); and (iii) 1.00% of the aggregate principal amount of the Loans outstanding and Commitments on
the date which is 270 days after the Closing Date, due and payable in cash on such 270th day (or if such day is not a Business Day,
the next Business Day).


 






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(c)            
Funding Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders on the aggregate
Loans of each such Lender, a funding fee in Pounds Sterling in an amount equal to 0.50% of the aggregate principal amount of the Loans
funded on any Borrowing Date, due and payable in cash on each such Borrowing Date.


 


(d)           
Fee Letter. The Borrower shall pay to the Administrative Agent and the Lead Arrangers for their respective accounts (or
for the account of the Lenders) fees in Pounds Sterling (unless otherwise specified in the Fee Letter) in the amounts and at the times
specified in the applicable Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.


 


(e)           
Mandatory Termination or Reductions in Aggregate Commitment.


 


(i)           
On each Borrowing Date, after giving effect to any Advance made to the Borrower on such date, the Commitments (excluding the Commitments
of Non-Funding Lenders) shall be reduced by the principal amount of such Advance. Immediately following the end of the Availability Period,
the Commitments shall be automatically reduced to zero.


 


(ii)            In
the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any of its
Subsidiaries actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed
term loan facility that has reduced the Commitments hereunder pursuant to clause (iii) below) or the Borrower or any of its Domestic
Subsidiaries actually receives any Net Cash Proceeds arising from any Asset Sale, in each case during the period commencing on the
Effective Date and ending on the Closing Date (prior to the funding of any Advances), then the Commitments then outstanding shall be
automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable,
any of its Subsidiaries or Domestic Subsidiaries of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative
Agent of the receipt by the Borrower, or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any
Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds
received. Notwithstanding the foregoing, mandatory commitment reductions with respect to Net Cash Proceeds from Debt Issuances
received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined
in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would
violate applicable local law or applicable organizational documents of such Subsidiary).


 






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(iii)           
In the event that the Borrower or any of its Subsidiaries enters into any committed term loan facility for the purpose of financing
the Transactions during the period commencing on the Effective Date and ending on the Closing Date (prior to the funding of any Advances),
automatically upon the effectiveness of the definitive documentation for such term loan facility and receipt by the Administrative Agent
of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility, the Commitments then outstanding
shall be reduced in an amount equal to 100% of the committed amount under such Qualifying Term Loan Facility on the date of receipt by
the Administrative Agent of such notice.


 


(iv)           
The Commitment of any Non-Funding Lender shall automatically terminate on the Facility Termination Date.


 


(v)           
The Commitments (unless previously terminated) shall automatically terminate upon the expiry of the Certain Funds Period.


 


All reductions of the Commitments
pursuant to Section 2.05(e)(i) shall be made ratably to the Lenders’ (other than Non-Funding Lenders’) individual Commitments.
All reductions of the Commitments pursuant to Section 2.05(e)(ii) and (iii) shall be made ratably to the Lenders’ individual Commitments.


 


(f)            
Optional Termination or Reduction of the Commitment. The Borrower may permanently reduce the Aggregate Commitment in whole,
or in part ratably (except as provided in ‎Section 2.18) among the Lenders, in integral multiples of £3,000,000
or any whole multiple of £1,000,000 in excess thereof, by giving the Administrative Agent notice of such reduction not later than
11:00 a.m. (New York time) on any SONIA Business Day, which notice shall specify the amount of any such reduction and which notice may
be conditioned upon the occurrence of one or more events specified therein.


 


Section 2.06      
Minimum Amount of Each Advance. Each SONIA Advance shall be in the minimum amount of £5,000,000 (and in multiples
of £1,000,000 if in excess thereof).


 


Section 2.07      
Prepayments, Optional Prepayments.


 


(a)            Mandatory
Prepayment of Loans. In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or
the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance
under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the
Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after
the Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such Net Cash
Proceeds (i) first, to prepay the Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to
reduce any outstanding Commitments, in each case not later than three (3) SONIA Business Days following the receipt by the Borrower
or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later
than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary
or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be
accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and
shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment.


 






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Notwithstanding the foregoing, mandatory repayments
with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required
if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have
material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary.


 


(b)           
Optional Termination or Reduction of Loans. The Borrower may from time to time pay, without penalty or premium, all of its
outstanding SONIA Advances, or, in a minimum aggregate amount of £5,000,000 or any integral multiple of £1,000,000 in excess
thereof, any portion of its outstanding SONIA Advances upon prior notice to the Administrative Agent substantially in the form of Exhibit
C, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent) appropriately completed and signed by an Authorized Officer of the Borrower stating
the proposed date and aggregate principal amount of the applicable prepayments at or before 11:00 a.m. (New York time) at least three
(3) SONIA Business Days’ prior to the date of such payment (or such other prior notice as the Administrative Agent may agree to).
Subject to Section 2.21, each such prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders included in such
Borrowing in accordance with their respective Pro Rata Share. Any notice delivered pursuant to this Section 2.07 may be conditioned
upon the occurrence of one or more events specified therein.


 


Section 2.08      
Notice of Borrowing. The Borrower shall give the Administrative Agent notice (which notice may be conditioned on the
satisfaction or waiver (in accordance with Section 8.02) of the conditions set forth in ‎Section
4.02) substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any
form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately
completed and signed by an Authorized Officer of the Borrower (a “Borrowing Notice”) not later than 11:00 a.m. (New
York time) three (3) SONIA Business Days’ before the Borrowing Date for each SONIA Advance. A Borrowing Notice shall specify:


 






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(a)           
the Borrowing Date, which shall be a SONIA Business Day, of such Advance,


 


(b)           
 the aggregate amount of such Advance,


 


(c)           
[reserved],


 


(d)           
[reserved], and


 


(e)           
the location and number of the Borrower’s account to which proceeds of the Advance are to be disbursed.


 


Section 2.09      
[Reserved].


 


Section 2.10      
Interest Rates. Each SONIA Advance shall bear interest on the outstanding principal amount thereof, for each date from
and including the date such Advance is made, to but excluding the date it is paid, at a rate per annum equal to the Daily Simple SONIA
Rate plus the Applicable Margin.


 


Section 2.11      
Rates Applicable After Default. During the continuance of a Default under ‎Section
7.02 the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 8.02 requiring unanimous consent of the Lenders to changes in interest rates and
which election and notice shall not be required after a Default or Unmatured Default under Section ‎7.05
or ‎7.06), declare that interest on the overdue amount of the Loans shall
be payable at a rate (after as well as before the commencement of any proceeding under any Debtor Relief Laws) equal to 2% per annum in
excess of the rate otherwise payable thereon (and, with respect to any other overdue amounts, shall bear interest at a rate equal to the
Central Bank Rate plus the Applicable Margin plus 2% per annum) commencing on the date of such Default and continuing until
such Default is cured or waived.


 


Section 2.12      
Method of Payment. Except as otherwise specified herein, including in Section 1.02, all payments by the Borrower of
principal, interest, fees and its other Obligations shall be made in Pounds Sterling. All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative
Agent’s address specified pursuant to ‎Article 13, or at any other Lending
Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower not later than the Applicable
Time on the date when due and shall be applied ratably by the Administrative Agent among the Lenders entitled thereto. Each payment delivered
to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender at such
Lender’s address specified pursuant to ‎Article 13 or at any Lending Installation
specified in a notice received by the Administrative Agent from such Lender.


 


Section 2.13      
Noteless Agreement; Evidence of Indebtedness.


 


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


 






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(b)           
 The Administrative Agent shall also maintain accounts in which it will record (A) the date and the amount of each Loan made hereunder,
(B) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (C)
the effective date and amount of each Assignment and Assumption delivered to and accepted by it and the parties thereto pursuant to ‎Section
12.01, (D) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof,
and (E) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses
and interest. 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 absent manifest error.


 


(c)           
The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie
evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay
its Obligations in accordance with their terms.


 


(d)           
[Reserved]


 


(e)           
Any Lender may request that the Loans made or to be made by it be evidenced by a promissory note in substantially the form of Exhibit
D (each, a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note or
Notes payable to such Lender (or its registered assigns). Thereafter, the Loans evidenced by each such Note and interest thereon shall
at all times (including after any assignment pursuant to ‎Section 12.01) be represented by one or more Notes payable
to the payee named therein or any assignee pursuant to ‎Section 12.01, except to the extent that any such Lender or
assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses
(a) and (b) above.


 


Section 2.14      
Interest Payment Dates; Interest and Fee Basis. Interest accrued on each SONIA Advance shall be payable in arrears on
each Payment Date, on any date on which the SONIA Advance is prepaid, whether by acceleration or otherwise, and on the Facility Termination
Date. With respect to interest on all Advances, Ticking Fees and other fees hereunder, such interest or fees shall be calculated for actual
days elapsed on the basis of a 365/366-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment
on the amount paid if payment is received prior to 1:00 p.m. (New York time) at the place of payment. If any payment of principal of or
interest on an Advance, any fees or any other amounts payable to any Agent or any Lender hereunder shall become due on a day which is
not a SONIA Business Day, such payment shall be made on the next succeeding SONIA Business Day and, in the case of a principal payment,
such extension of time shall be included in computing interest, fees and commissions in connection with such payment.


 






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Section 2.15       Notification
of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Borrowing Notice and prepayment notice received by it
hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each Advance promptly upon
determination of such interest rate. Not later than the Applicable Time, on each Borrowing Date, each Lender shall make available
its Loan or Loans in funds immediately available to the Administrative Agent’s Office. The Administrative Agent will make the
funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address not later than
the Applicable Time, in the case of any Loan denominated in Pounds Sterling on each Borrowing Date.


 


Section 2.16      
Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change
its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and
any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written
notice to the Administrative Agent and the Borrower in accordance with ‎Article 13,
designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are
to be made.


 


Section 2.17      
Payments Generally; Administrative Agent’s Clawback.


 


(a)           
Funding by Lenders; Presumption by Administrative Agent. In connection with any borrowing hereunder, the Administrative
Agent may assume that each Lender has made its respective share of such borrowing available on such date in accordance with ‎Section
2.15 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 Advance 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 Same Day 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 Overnight Rate and (B) in the case of a payment to be made by the
Borrower, the Central Bank Rate. 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 Advance to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Loan included in such Advance. 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.


 


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


 






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


 


(c)           
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to
‎Section 9.06(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation
or to make any payment under ‎Section 9.06(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 Loan or to make its payment under ‎Section 9.06(c).


 


Section 2.18      
Replacement of Lender. If any Lender requests compensation under ‎Section
3.01 or ‎3.02, or if any Lender gives notice to the Borrower pursuant
to ‎Section 3.07(b), or if the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section
3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved
by the Required Lenders as to any matter for which such Lender’s consent is needed, 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
12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:


 


(a)           
The Borrower shall have paid to the Administrative Agent the assignment fee specified in ‎Section 12.01(b)(iv);


 


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


 


(c)           
in the case of any such assignment resulting from a claim for compensation under ‎Section 3.01 or payments
required to be made pursuant to ‎Section 3.05, such assignment will result in a reduction in such compensation or
payments thereafter;


 


(d)           
such assignment does not conflict with applicable laws; and


 


(e)           
 in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders,
such assignee shall have consented to the relevant amendment or waiver.


 






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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.


 


Section 2.19      
Sharing of Payments by Lenders. Except as otherwise specified herein, 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 Loans made by it, resulting
in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than
its Pro Rata Share to which it is entitled pursuant hereto, 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 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 Loans and other amounts owing them; provided that:


 


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


 


(b)           
the provisions of this Section 2.19 shall not be construed to apply to (x) any payment made by 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) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
to any assignee or participant, other than to the Borrower or any Subsidiary (as to which the provisions of this Section 2.19 shall
apply).


 


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


 


Section 2.20      
Allocation Between Initial Lenders. Notwithstanding anything herein to the contrary, until the occurrence of a Successful
Syndication, all reductions in Commitments hereunder, and all prepayments of the Loans hereunder, shall be allocated 70% to Barclays Bank
PLC and 30% to Citibank, N.A. Following a Successful Syndication, such reductions and prepayments shall be made as otherwise contemplated
herein.


 






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Section 2.21      
Defaulting Lenders. 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:


 


(a)           
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 8.02 and the definition of Required Lender.


 


(b)           
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent
for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity,
pursuant to Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting
Lender pursuant to Section 11.01) 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, as the
Borrower may request (so long as no Default or Unmatured 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; third,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released in order to satisfy obligations
of that Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the
payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so
long as no Default or Unmatured 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 sixth, 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 in respect of which that Defaulting
Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section
4.02 were satisfied or waived, such payment shall be applied first to pay the Loans of all Non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders
on a pro rata basis in accordance with their Pro Rata Shares; 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. 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 pursuant
to this Section 2.21 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(c)           
Certain Fees. The Defaulting Lender shall not be entitled to receive any Ticking Fee pursuant to Section 2.05(a),
Duration Fee pursuant to Section 2.05(b) or any Funding Fee pursuant to Section 2.05(c) for any period during which that
Lender is a Defaulting Lender.


 






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(d)           
 Defaulting Lender Cure. If the Borrower and the Administrative Agent 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, that Lender will, to the extent applicable,
(x) at the option of the Borrower if such Lender is a Non-Funding Lender and the Closing Date has already occurred (and irrespective of
whether the Certain Funds Period has already ended) and without regard to any condition precedent set forth in Article IV, make an Advance
to the Borrower in an amount up to, in the Borrower’s sole discretion, the amount of any Advance that such Non-Funding Lender should
have made but did not make on the Closing Date or (y) 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 Loans to be held on a pro rata basis by the Lenders in
accordance with their Pro Rata Shares 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.


 


Article
3

Yield Protection; Taxes


 


Section 3.01      
Yield Protection. If, on or after the date of this Agreement, any Change in Law:


 


(i)           
imposes, modifies or deems 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;


 


(ii)           
subjects any Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by ‎Section
3.05 and Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or


 


(iii)           
imposes on any Lender any other condition, cost or expense affecting this Agreement or SONIA Loans made by such Lender therein;


 


and the result of any of the foregoing shall
be to increase the cost to such Lender of making or maintaining any SONIA Loans (or, in the case of a Change in Law with respect to
Taxes, any Loan) or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, or to reduce the
amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek
compensation under this ‎Section 3.01 unless such
Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with
respect to its similarly affected commitments or loans under agreements with such borrowers having provisions similar to this ‎Section
3.01.


 






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Section 3.02      
Changes in Capital Adequacy Regulations; Certificates for Reimbursement; Delay in Requests.


 


(a)           
Changes in Capital Adequacy. If any Lender determines that any Change in Law after the date of this Agreement affecting
such Lender or any Lending Installation of such Lender or such Lender’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 capital or on the capital of such Lender’s
holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, such Lender, to a level
below that which such Lender or such Lender’s or holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender such Lender’s holding
company for any such reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this ‎Section
3.02 unless such Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness
with respect to its similarly affected commitments and/or loans under agreements with such borrowers having provisions similar to this
‎Section 3.02.


 


(b)           
Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in ‎Section 3.01 or subsection ‎(a) of
this Section 3.02 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay to such Lender
the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.


 


(c)           
Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section 3.02 or ‎Section 3.01 shall not constitute a waiver of such Lender’s right to demand
such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions
of this Section 3.02 or ‎Section 3.01 for any increased costs incurred or reductions suffered more than nine
months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’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 nine-month period referred to above shall be extended to include the period of retroactive effect
thereof).


 


(d)            Additional
Reserve Requirements. The Borrower shall pay to each Lender, as long as such Lender shall be required to comply with any reserve
ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the
maintenance of the Commitments or the funding of the Loans denominated in Pounds Sterling, such additional costs (expressed as a
percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to
such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which
shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least
thirty (30) days’ prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. Such
Lender shall deliver a certificate to the Borrower setting forth in reasonable detail a calculation of such actual costs incurred by
such Lender and shall certify that it is generally charging such costs to similarly situated customers of similar creditworthiness
of the applicable Lender under agreements having provisions similar to this ‎Section 3.02(d) If a Lender fails
to give notice thirty (30) days prior to the relevant interest payment date, such additional costs shall be due and payable thirty
(30) days from receipt of such notice. For the avoidance of doubt, any amounts paid under this ‎Section 3.02(d)
shall be without duplication of adjustments in connection with any Conforming Changes.


 






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Section 3.03      
[Reserved] 


 


Section 3.04      
[Reserved].


 


Section 3.05      
Taxes.


 


(a)       Payments Free of
Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)           
Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the
extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable
laws require the Borrower or the Administrative Agent to withhold or deduct any such Tax, such Tax shall be withheld or deducted in accordance
with such laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation
to be delivered pursuant to subsection ‎(e) below.


 


(ii)            If
the Borrower or the Administrative Agent shall be required by applicable law to withhold or deduct any Taxes from any payment under
any Loan Document, then (A) the Borrower or the Administrative Agent, as applicable, shall withhold or make such deductions as are
determined by the Borrower or the Administrative Agent, as applicable, to be required based upon the information and documentation
it, or the applicable taxing authority, has received pursuant to subsection ‎(e) below (for the avoidance of
doubt, in the case of any such information and documentation received by an applicable taxing authority, solely to the extent the
Borrower or the Administrative Agent has been provided with a copy of such information and documentation or otherwise has actual
knowledge of such information and documentation and, in each case, is entitled to rely thereon), (B) the Borrower or the
Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with applicable law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or
Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of
all required deductions (including deductions applicable to additional sums payable under this Section 3.05) the
Administrative Agent or any Lender receives an amount equal to the sum it would have received had no such withholding or deduction
been made.


 






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(b)           
Payment of Other Taxes. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable laws.


 


(c)           
Indemnification.


 


(i)           
Without limiting the provisions of subsection (a) or (b) above, the Borrower shall indemnify the Administrative Agent and each
Lender and shall make payment in respect thereof within thirty (30) days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 3.05) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender,
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any
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.


 


(ii)            Without
limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify (x) the Borrower and the
Administrative Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, against any and all
Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and
disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the
Administrative Agent by any Governmental Authority as a result of (1) the failure by such Lender to deliver, or as a result of the
inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the
Administrative Agent pursuant to subsection ‎(e) or (2) the failure of such Lender to comply with the provisions
of ‎Section 12.01(d) relating to the maintenance of a Participant Register and (y) the Administrative
Agent against any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent the Borrower has not already
indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower
to do so) or Excluded Taxes attributable to such Lender, 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 or the Borrower 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 this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause ‎(ii).
The agreements in this clause ‎(ii) shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all other Obligations.


 






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(d)           
Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of
Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this ‎Section 3.05, the
Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required
by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the -Administrative Agent,
as the case may be.


 


(e)           
Status of Lenders; Tax Documentation.


 


(i)           
Each Lender shall deliver to the Borrower, the Administrative Agent or the applicable taxing authority, at the time or times prescribed
by applicable laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable laws or by the taxing authorities of any jurisdiction and such other reasonably requested information (A) to
secure any applicable exemption from, or reduction in the rate of, deduction or withholding imposed by any jurisdiction in respect of
any payments to be made by the Borrower to such Lender, and (B) as will permit the Borrower or the Administrative Agent, as the case may
be, to determine (1) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (2) if applicable,
the required rate of withholding or deduction, and (3) such Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish
such Lender’s status for withholding tax purposes in the applicable jurisdiction.


 


(ii)           
Without limiting the generality of the foregoing, if the Borrower (or, if the Borrower is disregarded as an entity separate from
its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) is a “United
States person” within the meaning of Section 7701(a)(30) of the Code,


 






    47


     


    

 


(A)            any
Lender (or, if such Lender is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person
treated as its owner for U.S. federal income tax purposes) that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code 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 request of the Borrower or the
Administrative Agent) executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed
by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information
reporting requirements;


 


(B)           
each Foreign Lender (or, if such Foreign Lender is disregarded as an entity separate from its owner for U.S. federal income tax
purposes, the Person treated as its owner for U.S. federal income tax purposes) that is entitled under the Code or any applicable treaty
to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall 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 request of the Borrower
or the Administrative Agent, but only if such Foreign Lender (or, if such Foreign Lender is disregarded as an entity separate from its
owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) is legally entitled
to do so), whichever of the following is applicable:


 


(1)           
executed originals of Internal Revenue Service Form W-8BEN or W-BEN-E, as applicable, claiming eligibility for benefits of an income
tax treaty to which the United States is a party,


 


(2)           
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed
originals of Internal Revenue Service Form W-8ECI,


 


(3)            in
the case of a Foreign Lender(or, if such Foreign Lender is disregarded as an entity separate from its owner for U.S. federal income
tax purposes, the Person treated as its owner for U.S. federal income tax purposes) 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 H-1 to the effect that
such Foreign Lender (or such other Person) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
 “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable,


 






    48


     


    

 


(4)           
executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, including IRS Form W-8ECI,
IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership
and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S.
Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner, or


 


(5)            executed originals
of any other form prescribed by applicable laws as a basis for claiming exemption from or a reduction in U.S. federal withholding tax
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.


 


(C)           
each Lender shall deliver to the Administrative Agent and the Borrower such documentation reasonably requested by the Administrative
Agent or the Borrower sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine
whether payments to such Lender are subject to withholding tax under FATCA. Solely for purposes of this subclause ‎(C), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)           
Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify
or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender and as may be reasonably necessary (including the redesignation of its Lending Installation) to avoid
any requirement of applicable laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction
for taxes from amounts payable to such Lender.


 






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(f)             Treatment
of Certain Refunds. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted
from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, that
it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which
the Borrower has paid additional amounts pursuant to this Section 3.05, it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section
3.05 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the
Administrative Agent or such Lender, and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, as the case
may be, agrees to repay the amount paid over to the Borrower (plus any penalties, interest (to the extent accrued from the date such
refund is paid over to the Borrower) or other charges imposed by the relevant Governmental Authority), to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (f) 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 had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid.
This subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any
other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.


 


Section
3.06       Mitigation Obligations.
If any Lender requests compensation under ‎Section 3.01 or ‎Section 3.02, or the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section
3.05, or if any Lender gives a notice pursuant to ‎Section 3.07(b), then such Lender shall use reasonable efforts
to designate a different Lending Installation for funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to ‎Section 3.01, ‎3.02 or ‎3.05,
as the case may be, in the future, or eliminate the need for the notice pursuant to ‎Section 3.07(b), as applicable,
and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation
or assignment.


 


Section 3.07      
Replacing Other and Future Benchmarks.


 


(a)                Circumstances
Affecting Benchmark Availability. Subject to clause (c) below, if the Administrative Agent determines that the Daily Simple
SONIA Rate cannot be determined in accordance with the terms of this Agreement or the Required Lenders determine that the Daily
Simple SONIA Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans and delivers
written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and
each Lender, and any outstanding Advances will, so long as such circumstances remain in effect, bear interest at the Central Bank
Rate plus the Applicable Margin; provided, in each case, that if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate cannot be determined then, so long as such
circumstances remain in effect, the Loans shall bear interest at the Daily Simple SONIA Rate for the most recent SONIA Rate Day for
which the Daily Simple Sonia Rate was determinable plus the Applicable Margin. Upon any such prepayment, the Borrower shall
also pay accrued interest on the amount so prepaid.


 






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(b)               
Laws Affecting Benchmark Availability. If, after the date hereof, the introduction
of, or any change in, any applicable law has made it unlawful or impossible, or any Governmental Authority has asserted that it is unlawful
or impossible, for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make or
maintain any SONIA Loan, or to determine or charge interest based upon the Benchmark, SONIA or the Daily Simple SONIA Rate, such Lender
shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower
and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative
Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, any
obligation of such Lender to make SONIA Loans shall be suspended, and such Loans shall instead be made at the Central Bank Rate plus
the Applicable Margin. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from
such Lender (with copy to the Administrative Agent), either, at the Borrower’s option, prepay such SONIA Loans or elect to convert
all SONIA Loans of such Lender to Loans bearing interest by reference to the Central Bank Rate plus the Applicable Margin, either
on the Payment Date therefor, if such Lender may lawfully continue SONIA Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such SONIA Loans (and upon such election, such Loans shall be so converted). Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted. 


 


(c)               
Benchmark Replacement Setting.


 


(i)                
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other
Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement
to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will
become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted
such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written
notice of objection to such amendment from Lenders comprising the Required Lenders.


 


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


 






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(iii)            
Notices; Standards for Decisions and Determinations. The Administrative Agent will
promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark
Replacement, (C) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of
a Benchmark Replacement and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.07(c)(iv) below.
Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders)
pursuant to this Section 3.07(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party
to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.07(c).


 


(iv)             
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein
or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current
Benchmark is a term rate and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for
the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark
is not or will not be representative, then the Administrative Agent may modify the “interest period” for any Benchmark settings
at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A)
above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2)
is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the “interest period” for all Benchmark settings at or after such time
to reinstate such previously removed tenor. 


 


Section 3.08      
Survival. All of the Borrower’s obligations under this ‎Article
3 shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative
Agent.


 






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Article
4

Conditions Precedent


 


Section 4.01      
Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following
conditions precedent:


 


(a)           the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the
Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary
written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement;


 


(b)           the
Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders,
or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3)
Business Days prior to the Effective Date;


 


(c)           the
Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required
by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested
by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date;


 


(d)           the
Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the
Lenders) of Wachtell, Lipton, Rosen & Katz covering customary legal matters for an unsecured bank loan financing of the type contemplated
by this Agreement;


 


(e)           the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together
with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer
in its jurisdiction of incorporation;


 


(f)           the
Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower,
of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing
the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of
incorporation provided pursuant to Section 4.01(e);


 


(g)           
[reserved];


 


(h)           the
Borrower shall have delivered to the Administrative Agent a copy, in substantially final form and in form and substance reasonably satisfactory
to Administrative Agent, of the Rule 2.7 Announcement; and


 


(i)           the
representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent
such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms,
in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent
any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall
have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality”
or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and
correct in all respects) on and as of such earlier date.


 






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Any written notice from the Administrative Agent
to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.


 


Section 4.02      
Borrowings. The occurrence of the Closing Date and the obligation of each Lender to make an Advance on the Closing Date
or on any Borrowing Date thereafter, is subject to the satisfaction (or waiver) of only the following conditions precedent:


 


(a)           
the Effective Date shall have occurred;


 


(b)           
no Certain Funds Default has occurred and is continuing;


 


(c)           
the Borrower shall have paid all fees due and payable as of such Borrowing Date to the Administrative Agent, for itself and on
behalf of the Lenders, pursuant to this Agreement and the Fee Letter (which fees, for the avoidance of doubt, at the option of the Borrower,
may be netted against any Advance made on the Closing Date or such Borrowing Date, as applicable);


 


(d)           
the Borrower shall have delivered a Borrowing Notice;


 


(e)           
as to any Lender’s obligation to make an Advance on the Closing Date or on any Borrowing Date thereafter, it has not, since
the date on which such Lender first became a party hereto, become Illegal for such Lender to make, or to allow to remain outstanding,
that Advance; provided that such Lender has notified the Borrower promptly upon becoming aware of the relevant issue, and provided
further that such Illegality alone will not excuse any other Lender from participating in the relevant Advance and will not in any way
affect the obligations of another Lender; and


 


(f)           
on the Closing Date, the Borrower shall have delivered to the Administrative Agent an officer’s certificate, substantially
in the form attached hereto as Exhibit G, dated as of the Closing Date, signed by an Authorized Officer of the Borrower, certifying that
on the Closing Date,


 


(i)           
In the case of a Scheme:


 


(A)            
the Scheme Effective Date has occurred; and


 


(B)             the
Catalonia Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated
in all material respects in accordance with the terms of the Relevant Rule 2.7 Announcement, after giving effect to any
modifications, amendments, consents or waivers thereof or thereto, and to any other changes, other than those modifications,
amendments, consents or waivers or changes that are materially adverse to the interests of the Lenders that are effected without the
prior written consent of the Joint Lead Arrangers, provided that no consent of the Joint Lead Arrangers shall be required (a)
if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without
limitation, the Companies Act of 2006 or the Takeover Rules), the Takeover Panel, any applicable stock exchange, any applicable
government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (b) to
any waiver of a condition to the Scheme where such waiver does not relate to a condition which the Borrower reasonably considers
that it would be entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Scheme not to proceed,
to lapse or to be withdrawn, (c) to any increase or decrease in the equity consideration payable or to be paid by the Borrower in
connection with the Catalonia Acquisition, (d) to any increase or decrease of the cash consideration payable or to be paid by the
Borrower in connection with the Catalonia Acquisition by an amount of less than 10% of the total consideration to be paid or payable
by the Borrower in connection with the Catalonia Acquisition or (e) to any increase of the cash consideration payable or to be paid
by the Borrower in connection with the Catalonia Acquisition by an amount of more than 10% of the total consideration payable or to
be paid by the Borrower in connection with the Catalonia Acquisition; provided that such excess above 10% is funded by way of the
proceeds of one or more equity issuances by the Borrower; or


 






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(ii)           
In the case of an Offer:


 


(A)            
the Offer Effective Date has occurred; and


 


(B)             the
purchase by or on behalf of the Borrower of more than 50% of the Catalonia Shares shall have been, or substantially concurrently
with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms of the Relevant
Rule 2.7 Announcement, after giving effect to any modifications, amendments, consents or waivers thereof or thereto, or other
changes, other than those modifications, amendments, consents or waivers or changes that are materially adverse to the interests of
the Lenders that are effected without the prior written consent of the Joint Lead Arrangers, provided that no consent of the
Joint Lead Arrangers shall be required (a) if any such modification, amendment, consent or waiver shall have been required by any
applicable Law (including, without limitation, the Companies Act of 2006 or the Takeover Rules (including, for the avoidance of
doubt, Rule 13.5(a) of the Takeover Code)), the Takeover Panel, any applicable stock exchange, any applicable government or other
regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (b) to any waiver of a
condition to the Scheme where such waiver does not relate to a condition which the Borrower reasonably considers that it would be
entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Scheme not to proceed, to lapse or to be
withdrawn, (c) to any increase or decrease in the equity consideration payable or to be paid by the Borrower in connection with the
Catalonia Acquisition, (d) to any increase or decrease of the cash consideration payable or to be paid by the Borrower in connection
with the Catalonia Acquisition by an amount of less than 10% of the total consideration to be paid or payable by the Borrower in
connection with the Catalonia Acquisition or (e) to any increase of the cash consideration payable or to be paid by the Borrower in
connection with the Catalonia Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the
Borrower in connection with the Catalonia Acquisition; provided that such excess above 10% is funded by way of the proceeds of one
or more equity issuances by the Borrower.


 






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Section 4.03      
Availability. During the Certain Funds Period, and notwithstanding (i) that any representation made on the Effective
Date was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant
(excluding, for the avoidance of doubt, the Certain Funds Covenant for the purposes of Section 4.02(b)), (iii) any provision to
the contrary in any Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be
determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments
under the Credit Facility, (2) take any action or exercise any right to rescind, terminate or cancel any Loan Document or exercise any
right or remedy or make or enforce any claim under the Loan Documents, related notes, related fee letter or otherwise it may have to the
extent to do so would directly or indirectly prevent, limit or delay the making of its Advance, (3) refuse to participate in making its
Advance; provided that the applicable conditions precedent to the making of the Advance set forth in Section 4.02 have been satisfied,
(4) take any steps to seek any repayment or prepayment of any Advance made hereunder in any way to the extent to do so would prevent or
limit the making of an Advance during the Certain Funds Period or (5) exercise any right of set-off or counterclaim in respect of its
Advance to the extent to do so would prevent, limit or delay the making of its Advance. Notwithstanding anything to the contrary herein,
(A) the rights and remedies of the Lenders and the Administrative Agent in respect of the making of an Advance on a Borrowing Date shall
not be limited in the event that any applicable condition precedent set forth in Section 4.02 is not satisfied on such Borrowing Date
and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative
Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.


 


Article
5

Representations and Warranties


 


The Borrower represents
and warrants as follows to each Lender and the Agents as of the Effective Date, the Closing Date and each subsequent Borrowing Date
(it being understood that the conditions to the Effective Date, the Closing Date and each Borrowing Date are solely those set out in Sections
4.01 and 4.02, as applicable):






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Section 5.01      
Existence and Standing. The Borrower (a) is a corporation, partnership, limited liability company or other entity duly
and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or organization and (b) has all requisite authority to conduct its business
in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority would not reasonably
be expected to have a Material Adverse Effect.


 


Section 5.02      
Authorization and Validity. The Borrower has the power and authority and legal right to execute and deliver the Loan
Documents and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents and the performance
of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents constitute legal, valid and binding
obligations of the Borrower enforceable against it in accordance with their terms, except as may be limited by bankruptcy, insolvency
or similar laws relating to or affecting creditors’ rights generally and by general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


 


Section 5.03      
No Conflict; Government Consent.


 


(a)           
Neither the execution and delivery by the Borrower of the Loan Documents, nor compliance with the provisions thereof will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower, (ii) the Borrower’s bylaws
or certificate of incorporation, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower is a party or
is subject, or by which it, or its Property, is bound, except in the case of clauses ‎(i) and ‎(iii)
where such violation would not reasonably be expected to have a Material Adverse Effect.


 


(b)           
No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with,
or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not
been obtained by the Borrower, is required to be obtained by the Borrower in connection with the execution and delivery of the Loan Documents,
the borrowings under the Loan Documents, the payment and performance by the Borrower of its Obligations or the legality, validity, binding
effect or enforceability of the Loan Documents.


 


Section 5.04       Financial
Statements. The audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2021 heretofore
delivered to the Arrangers and the Lenders, copies of which are included in the Borrower’s Annual Report on Form 10-K as filed
with the SEC (a) were prepared in accordance with GAAP (except as otherwise expressly noted therein), (b) fairly present in all
material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the
consolidated results of their operations and cash flows for the period then ended (subject, in the case of unaudited quarterly
reports, to the absence of footnotes and to normal year-end audit adjustments) and (c) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required under Agreement
Accounting Principles to be reflected thereon.


 






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Section 5.05      
Material Adverse Effect. As of the Effective Date, except as disclosed in the Borrower’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021 as filed with the SEC or any Current Report on Form 8-K filed by the Borrower with the
SEC after the date of such Form 10-K and on or prior to the Effective Date (excluding any disclosures set forth in any risk factor section
and in any section relating to forward-looking or safe harbor statements), since December 31, 2021, there has been no material adverse
effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole.


 


Section 5.06      
Solvency. (i) The Borrower and its Subsidiaries on a consolidated basis are able to pay their debts and other liabilities,
contingent obligations and other commitments as they mature in their ordinary course; (ii) the Borrower and its Subsidiaries do not intend
to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature in
their ordinary course; (iii) the Borrower and its Subsidiaries on a consolidated basis are not engaged in a business or a transaction,
and are not about to engage in a business or a transaction, for which their property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which they are engaged; (iv) the fair value of the property and
assets of the Borrower and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of the Borrower and its Subsidiaries on a consolidated basis; and (v) the present fair salable value
of the property and assets of the Borrower and its Subsidiaries on a consolidated basis is not less than the amount that will be required
to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts as they become absolute and
matured. In computing the amount of contingent liabilities for purposes of this Section 5.06, it is intended that such liabilities
will be computed at the amount which, in light of all the facts and circumstances existing as of the date hereof, represents the amount
that can reasonably be expected to become an actual or matured liability, and all in accordance with GAAP.


 


Section 5.07      
Litigation. As of the Effective Date, there is no litigation, arbitration, governmental investigation, proceeding or
inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries
which has not been disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with
the SEC or any Current Report on Form 8-K filed by the Borrower with the SEC after the date of such Form 10-K and on or prior to the Effective
Date (a) that would reasonably be expected to have a Material Adverse Effect or (b) which seeks to prevent, enjoin or delay the making
of any Loan or otherwise calls into question the validity of any Loan Document and as to which there is a reasonable possibility of an
adverse decision.


 






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Section 5.08       Disclosure. All
written information (to the knowledge of the Borrower with respect to Catalonia and its subsidiaries) other than financial
projections and other forward-looking information and information of a general economic or industry nature (as used in this ‎Section
5.08, the “Information”) provided on or prior to the Effective Date by the Borrower or on behalf of the
Borrower by its representatives to the Agents or the Lenders in connection with the negotiation and syndication of and entry into
this Agreement does not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein, when taken as a whole, not materially misleading when taken as a whole and in
light of the circumstances under which such statements were made (giving effect to any supplements then or theretofore
furnished).


 


Section 5.09      
Regulation U. The Borrower is not engaged principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate, incidental or ultimate of buying or carrying margin stock (within the meaning of Regulation
U or Regulation X); and after applying the proceeds of each Advance, margin stock (as defined in Regulation U) constitutes not more than
twenty-five percent (25%) of the value of those assets of the Borrower which are subject to any limitation on sale or pledge, or any other
restriction hereunder.


 


Section 5.10      
Investment Company Act. The Borrower is not an “investment company”, a company “controlled by”
an “investment company” or a company required to register as an “investment company,” each as defined in the Investment
Company Act of 1940, as amended.


 


Section 5.11      
OFAC, FCPA. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any director or
officer thereof, is an individual or entity that is (a) the subject or target of any Sanctions or in violation of applicable Anti-Corruption
Laws, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets
and the Investment Ban List, or any similar list enforced by the United States federal government (including, without limitation, OFAC),
the European Union or Her Majesty’s Treasury or (c) located, organized or resident in a Designated Jurisdiction.


 


Section 5.12      
Taxes. Each of Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which reserves have been provided in accordance with GAAP or (b) to the extent that the
failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.13      
Affected Financial Institution. The Borrower is not an Affected Financial Institution.


 


Article
6

Covenants


 


From Effective Date
(with respect to the Certain Funds Covenant and the covenants set forth in Sections 6.04, 6.05, 6.09, 6.10, 6.11 and 6.13
only) and otherwise from the Closing Date (after the making of any Advance made to the Borrower on such date), so long as any Lender
shall have any Commitment hereunder, or any Loan or other Obligation hereunder (other than any contingent indemnification
obligations for which no claim has been made) shall remain unpaid or unsatisfied:


 






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Section 6.01      
Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established
and administered in accordance with GAAP, and furnish to the Administrative Agent for the Administrative Agent’s distribution to
the Lenders:


 


(a)           
As soon as available, but in any event on or prior to the 90th day after the close of each of its fiscal years (commencing with
the first fiscal year of the Borrower ending after the Closing Date), a consolidated balance sheet as of the end of such period, related
statements of operations, comprehensive income (loss), changes in equity and cash flows prepared in accordance with GAAP on a consolidated
basis for itself and its Subsidiaries, together with an audit report certified by independent certified public accountants of recognized
standing, whose opinion shall not be qualified as to the scope of the audit or as to the status of the Borrower and its consolidated Subsidiaries
as a going concern.


 


(b)           
As soon as available, but in any event on or prior to the 45th day after the close of the first three quarterly periods of each
of its fiscal years (commencing with the first such fiscal quarter of the Borrower ending after the Closing Date), for itself and its
Subsidiaries, a consolidated (or, at the Borrower’s option and to the extent filed (or to be filed) with the SEC in its quarterly
report on Form 10-Q, condensed consolidated) unaudited balance sheet as at the close of each such period and consolidated unaudited statements
of operations, comprehensive income (loss) and cash flows for the period from the beginning of such fiscal year to the end of such quarter,
all certified by its chief financial officer, chief accounting officer or treasurer.


 


(c)            Together
with the financial statements required under Sections ‎6.01(a) and ‎(b), a compliance
certificate in substantially the form of Exhibit A signed by its chief financial officer, chief accounting officer or
treasurer showing the calculations necessary to determine compliance with the financial covenant set forth in ‎Section
6.12 and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature
and status thereof, it being understood and agreed that in the event the Borrower delivers a notice to the Administrative Agent
pursuant to the proviso to the definition of “Agreement Accounting Principles”, “Capitalized Leases” and/or
 “Capitalized Lease Obligations”, the Borrower shall deliver an additional calculation of compliance with the financial
covenant set forth in ‎Section 6.12 demonstrating that notwithstanding GAAP in effect at such time, the Borrower
has complied with ‎Section 6.12 under GAAP (i) as in effect and applied immediately before such change in GAAP
(in the case of such a notice under “Agreement Accounting Principles”) or (ii) as it relates to operating leases, as in
effect on January 31, 2018 (in the case of such a notice under “Capitalized Leases” or “Capitalized Lease
Obligations”), which shall satisfy the Borrower’s obligation to furnish a calculation of compliance in this ‎Section
6.01(c); provided that in no event shall the Borrower be required to furnish the Administrative Agent with more than one
version of financial statements pursuant to ‎Section 6.01(a) or ‎Section 6.01(b) prepared in
accordance with different versions of GAAP as a result of any such notice.


 






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(d)           
Promptly upon the filing thereof, copies of all registration statements or other regular reports not otherwise provided pursuant
to this ‎Section 6.01 which the Borrower or any of its Subsidiaries files with the SEC.


 


(e)           
Such other information with respect to the business, condition or operations, financial or otherwise, and Properties of the Borrower
and its Subsidiaries as the Administrative Agent, including at the request of any Lender, may from time to time reasonably request.


 


Documents required to be delivered
pursuant to ‎Section 6.01(a), ‎(b)
or ‎(d) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto
on the Borrower’s website or such other website with respect to which the Borrower may from time to time notify the Administrative
Agent and to which the Lenders have access; or (ii) on which such documents are posted on the Borrower’s behalf by the Administrative
Agent on DebtDomain, SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent) or filed electronically through EDGAR and available
on the Internet at www.sec.gov. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request
for delivery.


 


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


 






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Section 6.02      
Use of Proceeds. The Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the Advances to
finance the Transactions. The Borrower shall use the proceeds of the Advances in compliance with all applicable legal and regulatory requirements
and any such use shall not result in a violation of any such requirements, including, without limitation, Regulation U and Regulation
X, the Securities Act of 1933 and the Securities Exchange Act of 1934 and the regulations promulgated thereunder.


 


Section 6.03      
Notice of Default. The Borrower will give prompt notice in writing to the Lenders of the occurrence of any Default or
Unmatured Default.


 


Section 6.04      
Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, except as otherwise permitted by
‎Section 6.09, do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership, limited liability
company or other entity in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority
to conduct its business in each jurisdiction in which its business is conducted, except in each case (other than valid existence of the
Borrower) where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


Section 6.05      
Compliance with Laws. The Borrower will, and will cause each of its Major Subsidiaries to, comply in all material respects
with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA and Environmental
Laws and paying before the same become delinquent all Taxes, assessments and governmental charges imposed upon it or upon its property
except to the extent contested in good faith), except to the extent such noncompliance would not have a Material Adverse Effect.


 


Section 6.06      
Inspection; Keeping of Books and Records. Subject to applicable law and third party confidentiality agreements entered
into by the Borrower or any Subsidiary in the ordinary course of business, the Borrower will, and will cause each Subsidiary to, permit
the Administrative Agent, during the continuance of a Default or Unmatured Default, by its representatives and agents, to inspect any
of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts
and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and
each Subsidiary with their respective officers at such reasonable times and intervals as the Administrative Agent may designate but in
all events upon reasonable prior notice to the Borrower. The Borrower shall keep and maintain, and cause each of its Subsidiaries to keep
and maintain, in all material respects, proper books of record and account in which entries in conformity with GAAP shall be made of all
dealings and transactions in relation to their respective businesses and activities.


 






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Section 6.07      
OFAC, FCPA. The Borrower will maintain in
effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section 6.08      
Maintenance of Material Property and Insurance. The Borrower will, and will cause each of the Major Subsidiaries to,
(a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear
excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) maintain,
with reputable insurance companies, insurance, or maintain a self-insurance program, in such amounts and against such risks as are in
accordance with normal industry practice, except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


Section 6.09      
Merger.


 


(a)           
The Borrower will not (x) merge into or consolidate with any other Person, (y) effect a Disposition to any other Person (other
than the Borrower or its Subsidiaries) or (z) liquidate or dissolve, unless (i) the Person formed by such consolidation or into which
the Borrower is merged or to whom such Disposition is made shall be a Person organized and existing under the laws of the United States
of America, any State thereof or the District of Columbia and shall expressly assume pursuant to an instrument executed and delivered
to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, the Borrower’s obligations
for the due and punctual payment of the Obligations and the performance of every covenant of this Agreement on the part of the Borrower
to be performed; and (ii) immediately after giving effect to such transaction, no Default or Unmatured Default shall have occurred and
be continuing.


 


(b)           
Upon any consolidation by the Borrower with, merger by the Borrower into or Disposition by the Borrower to any other Person (other
than the Borrower or its Subsidiaries), the successor Person formed by such consolidation, into which the Borrower is merged or to whom
such Disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this
Agreement with the same effect as if such successor Person had been named as the Borrower herein.


 


(c)           
For the avoidance of doubt, the only merger or consolidation as to which ‎Section 6.09(a)(x) shall apply shall
be a merger or consolidation in which the Borrower is not the surviving Person.


 


Section 6.10      
Non-Guarantor Subsidiary Indebtedness. The Borrower will not permit any Major Subsidiary which is not a Guarantor to
create, incur, assume or suffer to exist any Specified Indebtedness for Borrowed Money, except:


 


(a)           
Specified Indebtedness for Borrowed Money pursuant to any Loan Document.


 


(b)            (i)
Specified Indebtedness for Borrowed Money existing on the Effective Date and, to the extent any such Specified Indebtedness for
Borrowed Money exceeds $25,000,000 in principal amount, set forth on Schedule 6.10 and (ii) any Permitted Refinancing of any
Specified Indebtedness for Borrowed Money specified in clause (i).


 






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(c)           
Specified Indebtedness for Borrowed Money owed to the Borrower or any other Subsidiary.


 


(d)            (i)
Specified Indebtedness for Borrowed Money of a Person existing at the time such Person is acquired by or merged into or consolidated
with the Borrower or any Subsidiary, at the time such Person (including, for the avoidance of doubt, Catalonia and its Subsidiaries)
first becomes a Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the Properties or assets
of a Person to the Borrower or any Subsidiary; provided, that, such Specified Indebtedness for Borrowed Money was not incurred
in anticipation of such acquisition, consolidation, sale, lease or other disposition; and (ii) any Permitted Refinancing of any Specified
Indebtedness for Borrowed Money specified in clause (i).


 


(e)            (i) other Specified Indebtedness for Borrowed Money; provided, that at the time of creation, incurrence or assumption of
any such Specified Indebtedness for Borrowed Money, the sum (without duplication) of (A) the aggregate outstanding principal amount of
Specified Indebtedness for Borrowed Money created, incurred or assumed pursuant to this clause (e) and (B) the aggregate outstanding principal
amount of Indebtedness for Borrowed Money that is secured by a Lien pursuant to Section 6.11(i), does not exceed 10% of Consolidated
Assets at such time and (ii) any Permitted Refinancing of any Specified Indebtedness for Borrowed Money specified in clause (i).


 


(f)             (i)
Specified Indebtedness for Borrowed Money incurred to finance the payment of all or any part of the cost of acquisition, construction,
development or improvement of any fixed or capital assets; provided, that, the commitment of the creditor to provide such Indebtedness
for Borrowed Money shall have been obtained not later than 12 months after the completion of the acquisition, construction, development
or improvement of such assets; and (ii) any Permitted Refinancing of any Specified Indebtedness for Borrowed Money specified in clause
(i).


 


(g)            guarantees
of any Specified Indebtedness for Borrowed Money of any non-Guarantor Subsidiary that is otherwise permitted under this Section 6.10.


 


Section 6.11      
Liens. The Borrower will not, and will not permit any Major Subsidiary to, create or suffer to exist any Lien in or
on any of its Property, in each case to secure or provide for the payment of any Indebtedness for Borrowed Money, except:


 


(a)            precautionary Liens provided by the Borrower or any Major Subsidiary in connection with the sale, assignment, transfer or other
disposition of assets by the Borrower or any Major Subsidiary which transaction is determined by the Board of Directors of the Borrower
or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States.


 


(b)           
Liens existing on the Closing Date securing Indebtedness for Borrowed Money.


 






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(c)           
 usual and customary deposits in favor of lessors and similar deposits in the ordinary course of business.


 


(d)           
Liens existing on Property of any Person acquired by the Borrower or any Major Subsidiary (which may include Property previously
leased by the Borrower or any of its Subsidiaries and leasehold interests on such Property, provided that the lease terminates prior to
or upon the acquisition), other than any such Lien or security interest created in contemplation of such acquisition (and the replacement,
extension or renewal thereof upon or in the same Property).


 


(e)           
Liens on Property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary,
at the time such Person (including, for the avoidance of doubt, Catalonia and its Subsidiaries) first becomes a Subsidiary or at the time
of a sale, lease or other disposition of all or substantially all of the Properties or assets of a Person to the Borrower or any Subsidiary;
provided that such Lien was not incurred in anticipation of the merger, consolidation, sale, lease or other disposition.


 


(f)            
Liens in favor of the Borrower or any of its Subsidiaries.


 


(g)           
Liens on fixed or capital assets (including real property) to secure the payment of all or any part of the cost of acquisition,
construction, development or improvement of such assets, or to secure Indebtedness for Borrowed Money incurred to provide funds for any
such purpose; provided, that, (i) the commitment of the creditor to extend the credit secured by any such Lien shall have been
obtained not later than 12 months after the completion of the acquisition, construction, development or improvement of such assets, (ii)
at the time of creation thereof, the aggregate outstanding principal amount of any such Indebtedness for Borrowed Money secured by such
Lien does not exceed the greater of (x) $200,000,000 and (y) 3% of Consolidated Assets at such time, and (iii) such Lien shall not apply
to any other Property of the Borrower or any Subsidiary, except for accessions and improvements to such fixed or capital assets covered
by such Lien and the proceeds and products thereof.


 


(h)           
Liens on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of
credit and banker’s acceptances issued for the account of the Borrower or any of its Subsidiaries in the ordinary course of business.


 


(i)            
Liens securing Indebtedness for Borrowed Money; provided, that, at the time of incurrence of any such Indebtedness for Borrowed
Money, the sum (without duplication) of (A) the aggregate outstanding principal amount of Indebtedness for Borrowed Money secured pursuant
to this clause (i) and (B) the aggregate outstanding principal amount of Specified Indebtedness for Borrowed Money created, incurred or
assumed pursuant to Section 6.10(e), does not exceed 10% of Consolidated Assets at such time.


 


(j)             any
extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens (or
Indebtedness for Borrowed Money secured by Liens) referred to in clauses (a) through (i) and (k), inclusive, provided that such
extension, renewal or replacement Lien shall be limited to all or a part of the same Property that secured the Lien extended,
renewed or replaced (plus improvements on and accessions to such Property), and (ii) the Indebtedness for Borrowed Money secured by
such Lien at such time is not increased (other than by an amount equal to any related financing costs (including, but not limited
to, the accrued interest and premium, if any, on the Indebtedness for Borrowed Money being refinanced)).


 






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(k)           
Liens created in substitution of any Liens permitted by clauses (a) through (j), inclusive, provided that, (i) based on a good
faith determination of a senior officer of the Borrower, the property encumbered by such substitute or replacement Lien is substantially
similar in nature to the property encumbered by the otherwise permitted Lien that is being replaced, and (ii) the Indebtedness for Borrowed
Money secured by such Lien at such time is not increased (other than by an amount equal to any related financing costs (including, but
not limited to, the accrued interest and premium, if any, on the Indebtedness for Borrowed Money being refinanced)).


 


If a Subsidiary incurs a Lien
in or on any of its Property to secure or provide for the payment of any Indebtedness for Borrowed Money at the time that it is not a
Major Subsidiary, the incurrence and existence of such Lien shall not be prohibited or restricted by, and shall not reduce availability
under any clause of, this Section 6.11 upon such Subsidiary subsequently becoming a Major Subsidiary unless such Lien was incurred
in contemplation of such Subsidiary becoming a Major Subsidiary.


 


Section 6.12      
Financial Covenant.


 


(a)           
As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after
the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower,
exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days
following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower
or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that
such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of
four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower
shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters.


 


(b)           
At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material
Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation
of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness
ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the
proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia
Acquisition, shall be excluded from the definition of Consolidated Leverage Ratio.


 






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Section 6.13      
OFAC, FCPA. Neither the Borrower nor any
of its Subsidiaries will directly, or to the Borrower’s knowledge, indirectly, use the proceeds of any Advance (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) to fund any activities of or business with any individual or entity, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject or target of Sanctions in each case of this clause (b) in violation
of applicable Sanctions or (c) in any other manner that will result in a violation of Sanctions applicable to any party hereto.


 


Section 6.14      
Conduct of Scheme and/or Offer.


 


(a)           
In its pursuit of the consummation of the Catalonia Acquisition, the Borrower shall comply at all times from the date hereof until
the date of the consummation of the Catalonia Acquisition in all material respects with the Takeover Code (subject to any waiver or dispensation
of any kind granted by the Takeover Panel).


 


(b)           
From the date hereof until the date of the consummation of the Catalonia Acquisition, the Borrower shall not take any steps in
its pursuit of the consummation of the Catalonia Acquisition as a result of which the Borrower or any of its Subsidiaries is obliged to
make a mandatory offer with respect to Catalonia under Rule 9 of the Takeover Code.


 


Article
7

Defaults


 


The occurrence of any one
or more of the following events following the Effective Date shall constitute a Default:


 


Section 7.01      
Breach of Representations or Warranties. Any representation or warranty made by the Borrower to the Lenders or the Administrative
Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material
respect when made or deemed made.


 


Section 7.02      
Failure to Make Payments When Due. Nonpayment of (a) principal of any Loan when due, or (b) interest upon any Loan,
any Ticking Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after such interest, fee or
other Obligation becomes due.


 


Section 7.03      
Breach of Covenants. The breach by the Borrower of (a) any of the terms or provisions of ‎Section
6.03, ‎6.09, 6.10, ‎6.11,
‎6.12 or 6.14 or (b) any of the other terms or provisions of this Agreement
which is not remedied within thirty (30) days after the Borrower knows of the occurrence thereof.


 


Section 7.04      
Cross Default.


 


(a)            The
Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money
which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising
hereunder) of the Borrower or such Major Subsidiary (as the case may be) when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision
for any such payment has been made in form and substance satisfactory to the Required Lenders.


 






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(b)           
Any Indebtedness for Borrowed Money of the Borrower or any Major Subsidiary which is outstanding in a principal amount of at least
the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required
prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money
shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by the Borrower or such Major
Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed
Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory
to the Required Lenders.


 


(c)           
The Borrower or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.


 


Section 7.05      
Voluntary Bankruptcy; Appointment of Receiver; Etc. The Borrower or any of its Major Subsidiaries shall (a) have an
order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (b) make an assignment for
the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its Property, (d) institute any proceeding seeking an order for relief
under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any
such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set
forth in this ‎Section 7.05, or (f) fail to contest in good faith any appointment
or proceeding described in ‎Section 7.06.


 


Section 7.06      
Involuntary Bankruptcy; Appointment of Receiver; Etc. Without the application, approval or consent of the Borrower or
any of its Major Subsidiaries, a receiver, trustee, custodian, examiner, liquidator or similar official shall be appointed for the Borrower
or any of its Major Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.05(d) shall
be instituted against the Borrower or any of its Major Subsidiaries, and such appointment continues undischarged, or such proceeding continues
undismissed or unstayed, in each case, for a period of sixty (60) consecutive days.


 






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Section 7.07      
Judgments. The Borrower or any of its Major
Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge one or more judgments or orders for the payment of
money (except to the extent covered by independent third party insurance and as to which the insurer has not disclaimed coverage) in
excess of the Requisite Amount in the aggregate, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith.


 


Section 7.08      
Unfunded Liabilities. (i) The aggregate Unfunded Liabilities of all Plans would reasonably be expected to result in
a Material Adverse Effect pursuant to clause (a) of the definition thereof; (ii) the present value of the unfunded liabilities to provide
the accrued benefits under all Foreign Pension Plans in the aggregate would reasonably be expected to result in a Material Adverse Effect
pursuant to clause (a) of the definition thereof; or (iii) any Reportable Event shall occur in connection with any Plan and such Reportable
Event would reasonably be expected to result in a Material Adverse Effect pursuant to clause (a) of the definition thereof.


 


Section 7.09      
Change of Control. A Change of Control shall have occurred.


 


Section 7.10      
Other ERISA Liabilities. The Borrower, any Subsidiary, or any other member of the Controlled Group shall have been notified
by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer
Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower, any Subsidiary,
or any other member of the Controlled Group as withdrawal liability or contributions (determined as of the date of such notification),
would reasonably be expected to result in a Material Adverse Effect pursuant to clause (a) of the definition thereof.


 


Section 7.11      
Invalidity of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery
and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than
contingent indemnification obligations that survive the termination of this Agreement), ceases to be in full force and effect; or the
Borrower contests in any manner the validity or enforceability of any Loan Document; or (ii) the Borrower denies that it has any or further
liability or obligation under any Loan Document, or purports in writing to revoke, terminate or rescind any Loan Document, in each case
of this clause (ii), for any reason other than as expressly permitted hereunder or thereunder.


 


Notwithstanding anything in this Agreement to
the contrary, for a period commencing on the Closing Date and ending on the date falling 120 days after the Closing Date (the “Clean-up
Date”), notwithstanding any other provision of any Loan Document, any breach of covenants, misrepresentations or other Unmatured
Default which arises with respect to Catalonia or its Subsidiaries will not be deemed a breach of a covenant, misrepresentation or an
Unmatured Default or Default (other than, with respect to Certain Funds Defaults, for the purpose of Section 4.02(b)), as the case
may be, if:


 






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(a)           
it is capable of remedy and reasonable steps are being taken to remedy it;


 


(b)           
 the circumstances giving rise to it have not knowingly been procured or approved by the Borrower; and


 


(c)           
it does not have a material adverse effect on the financial condition or the consolidated results of operations of the Borrower
and its Subsidiaries (including Catalonia and its Subsidiaries) taken as a whole, such that the Borrower and its Subsidiaries (including
Catalonia and its Subsidiaries) taken as a whole would be unable to perform the payment obligations under this Agreement.


 


If the relevant circumstances are continuing on
or after the Clean-Up Date and such circumstances would otherwise constitute a breach of covenant, misrepresentation or Unmatured Default
or Default, there shall be a breach of covenant, misrepresentation or Unmatured Default or Default, as the case may be, on account of
such circumstance, notwithstanding this paragraph.


 


Article
8

Acceleration, Waivers, Amendments and Remedies


 


Section 8.01      
Acceleration, Etc. If any Default described in ‎Section 7.05
or ‎7.06 (but prior to the expiration of the Certain Funds Period, solely
with respect to a Certain Funds Default) occurs, the obligations of the Lenders to make Loans hereunder shall automatically terminate
and the Obligations of the Borrower shall immediately become due and payable without any election or action on the part of the Administrative
Agent or any Lender. If any other Default occurs (but prior to the expiration of the Certain Funds Period, solely with respect to a Certain
Funds Default), the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend (in
whole or in part) the obligations of the Lenders to make Loans hereunder and declare the Obligations of the Borrower to be due and payable
(in whole or in part), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or notice
of any kind, all of which the Borrower hereby expressly waives . Promptly upon any acceleration of the Obligations, the Administrative
Agent will provide the Borrower with notice of such acceleration.


 


If, within thirty (30) days
after acceleration of the maturity of the Obligations of the Borrower or termination of the obligations of the Lenders to make Loans hereunder
as a result of any Default (other than any Default as described in ‎Section
7.05 or ‎7.06) and before any judgment or decree
for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct,
the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.


 


Section 8.02       Amendments.
Subject to the provisions of this ‎Article 8 and Section 3.07 and
except as otherwise expressly set forth herein, the Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into (with notice to the Administrative Agent, if the Administrative Agent is not
acting with the consent in writing of the Required Lenders) agreements supplemental hereto for the purpose of adding or modifying
any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or thereunder or
waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall:


 






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(a)           
Extend the final maturity of any Loan of any Lender or forgive all or any portion of the principal amount thereof payable to any
Lender, or reduce the rate, reduce the amount or extend the scheduled time of payment of interest or fees thereon (other than a waiver
of the application of the default rate of interest pursuant to ‎Section 2.11 hereof) payable to any Lender, without
the consent of each Lender affected thereby.


 


(b)           
Reduce the percentage specified in the definition of Required Lenders or any other percentage of Lenders specified to be the applicable
percentage in this Agreement to act on specified matters or amend Section 2.19 or the definition of “Pro Rata Share”,
without the consent of all Lenders affected thereby.


 


(c)           
Extend the Facility Termination Date as it applies to any Lender or otherwise extend the term or increase the amount of the Commitment
of any Lender hereunder without the consent of each Lender affected thereby.


 


(d)           
Permit the Borrower to assign its rights or obligations under this Agreement except as provided in ‎Section 6.09
without the consent of all Lenders.


 


(e)           
Amend this Section 8.02 without the consent of all Lenders.


 


(f)            
Amend Section 2.20 or the definition of “Initial Lenders” without the consent of the Initial Lenders.


 


Notwithstanding the foregoing, (x) no amendment
of any provision of this Agreement relating to any Agent shall be effective without the written consent of such Agent; (y) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (z) any provision of this Agreement or
any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any
ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to any of documents executed
by the Borrower or any Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause
such related documents to be consistent with this Agreement and the other Loan Documents).


 


Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (it being specifically understood and agreed that 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 (A) the Commitment of such Lender may not be increased without the consent of such Lender and (B) 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.


 






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Section 8.03      
Preservation of Rights. No delay or omission of the Lenders or Agents to exercise any right under the Loan Documents
shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding
the existence of a Default or Unmatured Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall
not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the
Loan Documents whatsoever shall be valid unless in writing signed by, or by the Administrative Agent with the consent of, the requisite
number of Lenders required pursuant to Section 8.02, and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agents and the Lenders until
all of the Obligations have been paid in full.


 


Article
9

General Provisions


 


Section 9.01      
Survival of Representations. 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 and any Lender or on their behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of any Default at the time of any Advance, and shall continue in full force and effect
as long as any Loan or any other Obligation hereunder (other than any contingent indemnification obligations for which no claim has been
made) shall remain unpaid or unsatisfied.


 


Section 9.02      
Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated
to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation; provided
that, in the event of any limitation or prohibition on any Lender’s ability to extend credit to the Borrower, (x) any such Lender
shall use commercially reasonable efforts to make its extensions of credit through an Affiliate or alternate lending office of such Lender
not subject to the respective legal restriction, solely to the extent that such designation of an Affiliate or alternate lending office
will not, in the good faith judgment of such Lender, otherwise be disadvantageous to, or otherwise increase the costs of, such Lender
and (y) the occurrence of such event with respect any such Lender shall not relieve any other Lender of its obligations to extend credit
under this Agreement.


 


Section 9.03      
Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation
of any of the provisions of the Loan Documents.


 






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Section 9.04      
Entire Agreement. The Loan Documents, together
with the Fee Letter, embody the entire agreement and understanding among the Borrower, the Agents, the Lenders party thereto and supersede
all prior agreements and understandings among the Borrower, the Agents and the Lenders, as applicable, relating to the subject matter
thereof.


 


Section 9.05      
Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agents are authorized to act as
such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations
hereunder. 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 ‎Section
12.01(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement; provided, however, that the parties hereto expressly
agree that each Arranger shall enjoy the benefits of the provisions of Sections ‎9.06,
‎9.09 and ‎10.07
to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name
to the same extent as if it were a party to this Agreement.


 


Section 9.06      
Expenses; Indemnification.


 


(a)           
Costs and Expenses. The Borrower shall reimburse from time to time on demand (i) all reasonable and documented out-of-pocket
fees and expenses incurred by, without duplication, the Administrative Agent, the Arrangers and their respective Affiliates (in the case
of fees, disbursements and other charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of
one counsel to the Administrative Agent and the Arrangers and the Lenders (taken together) and, if reasonably necessary, of one local
counsel in any relevant jurisdiction) incurred 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 and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and the Lenders (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements
and other charges of one counsel to such parties, taken together (and, if reasonably necessary, of one local counsel in any relevant jurisdiction
and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional
local counsel in any relevant jurisdiction) for all affected parties, taken together)) in connection with the enforcement or protection
of their rights (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section 9.06,
or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans.


 






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(b)           
 Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each
Arranger, each Lender and each of their respective Affiliates, controlling Persons, successors and assigns and their respective officers,
directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and
expenses (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements and
other charges of one counsel to all Indemnitees, taken together (and, if reasonably necessary, of one local counsel in any relevant jurisdiction
and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional
local counsel in any relevant jurisdiction) for all affected Indemnitees, taken together)) that may be incurred by or awarded against
any Indemnitee, in each case arising out of or in connection with (i) the Credit Facility, (ii) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of
the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other
Loan Documents (including in respect of any matters addressed in ‎Section 3.05), (iii) any Loan or the use or proposed
use of the proceeds, (iv) any actual or alleged presence or release of Hazardous Materials on, at, to or from any property currently or
formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries or (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 are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or its Subject
Related Parties, (y) a material breach by such Indemnitee or any of its Subject Related Parties of such Indemnitee’s obligations
hereunder or under any other Loan Document or (z) a dispute solely among two or more Indemnitees not arising from any act or omission
of the Borrower or its Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as a result of fulfilling its
role as an Agent, Arranger or similar role under any of the Loan Documents). This ‎Section 9.06(b) shall not apply
with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. In the case of
an investigation, litigation or proceeding to which the indemnity in this ‎Section 9.06(b) applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equityholders or creditors
or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated.


 






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(c)            Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(a)
of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under
subsection ‎(b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or any sub-agent
thereof), any Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), such Arranger or such Related Party, as the case may be, such Lender’s Pro Rata Share (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), such Arranger in its capacity as such or against any Related
Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger in connection with such
capacity. The obligations of the Lenders under this subsection ‎(c) are subject to the provisions of ‎Section
2.17(c).


 


(d)           
Waiver of Consequential Damages, Limitation of Liability. To the fullest extent permitted by applicable law, each party
hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations
set forth in this ‎Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages
that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). None of the
Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and each of their respective Affiliates, controlling Persons,
successors and assigns and their respective officers, directors, employees, agents and advisors (each such Person being called a “Protected
Party”) shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Protected Party through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Protected Party or its Subject Related
Parties or a material breach of such Protected Party’s or its Subject Related Parties’ obligations hereunder or under any
other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. 


 


(e)           
 Payments. All amounts due under this Section 9.06 shall be payable not later than ten (10) Business Days after written
demand therefor.


 


(f)            
Survival. The agreements in this Section 9.06 shall survive the resignation of the Administrative Agent, the replacement
of any Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or discharge of all the other Obligations.


 






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Section 9.07      
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance with the Agreement Accounting Principles.


 


Section 9.08      
Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid
in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions
in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions
of all Loan Documents are declared to be severable. Without limiting the foregoing provisions of this ‎Section
9.08, 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, then such provisions shall be deemed to be in effect only
to the extent not so limited.


 


Section 9.09      
Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agents on the
other hand shall be solely that of borrower and lender. None of the Agents, the Arrangers or any Lender shall have any fiduciary responsibilities
to the Borrower. None of the Agents, the Arrangers or any Lender undertakes any responsibility to the Borrower to review or inform the
Borrower of any matter in connection with any phase of the Borrower’s business or operations.


 


Section 9.10       Confidentiality.
Each of the Administrative Agent, each other Agent and the Lenders agrees to use all Information received by them solely for the
purposes of providing the services that are the subject of this Agreement and to maintain the confidentiality of the Information,
except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, trustees, advisors and agents (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 (including any self-regulatory authority), in which case such Administrative Agent, other
Agent or Lender, as applicable, agrees to the extent reasonably practicable and not prohibited by applicable law, rule, regulation
or order, to inform the Borrower promptly of the disclosure thereof, (c) to the extent required by applicable laws, rules or
regulations or by any subpoena or order or similar legal process (in which case such Administrative Agent, other Agent or Lender, as
applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order, to inform the Borrower promptly of the
disclosure thereof), (d) in connection with performing the services set forth herein and consummating the transactions contemplated
hereby, to any prospective Lender or participant subject to the such prospective Lender or participant agreeing to confidentiality
arrangements (for the benefit of the Borrower) no less favorable to the Borrower than those set forth in this Section 9.10, (e) to
potential counterparties to any swap or derivative transaction, subject to the confidentiality agreements in favor of the Borrower
no less favorable to the Borrower than this paragraph, (f) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights hereunder, (g) with the prior written consent of the
Borrower, (h) in connection with obtaining CUSIP numbers, (i) as and to the extent set forth in Section 12.02, (j) to the
extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section 9.10 or (y)
becomes available to such Administrative Agent, other Agent or Lender, as applicable, from a source other than the Borrower (or the
Borrower’s representatives) that is not, such Person’s knowledge, subject to confidentiality or fiduciary obligations
owing to the Borrower or any of the Borrower’s Subsidiaries, (k) to any other party hereto and (l) to any rating agency on a
confidential basis in connection with rating the Borrower or the credit facility evidenced by this Agreement. Notwithstanding the
foregoing, the Administrative Agent shall not be required to provide notice of any Lender by any governmental agency or examiner or
regulatory body with jurisdiction over any Lender.


 






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In addition, on a confidential
basis, the Administrative Agent and each Lender may disclose the existence and terms of this Agreement (including, without limitation,
the Aggregate Commitment, the nature of the facility as a bridge credit facility, the use of proceeds provisions herein and the principal
amount outstanding at a given time), and the identity of the parties hereto (including titles and participants) to market data collectors,
similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with
the administration and management of this Agreement and the other Loan Documents.


 


For purposes of this Section
9.10, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower
or any Subsidiary or any of their respective businesses in connection with the transactions contemplated hereby.


 


Each of the Administrative
Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower, Catalonia
or their Subsidiaries, 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.


 


Section 9.11      
Nonreliance. Each of the Lenders hereby represents that it is not relying on or looking to any margin stock (as defined
in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.


 


Section 9.12      
Disclosure. The Borrower and each Lender hereby acknowledge and agree that the Administrative Agent, Arrangers and/or
their respective Affiliates and certain of the other Lenders and/or their respective Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its Affiliates.


 


Article
10

The Administrative Agent


 


Section 10.01   Appointment
and Authority. Each of the Lenders hereby irrevocably appoints Barclays Bank PLC 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 10 (other than Section 10.06 below) are
solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party
beneficiary of any of such provisions (other than as provided in Section 10.06 below). 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.


 






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Section 10.02  
Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without
any duty to account therefor to the Lenders.


 


Section 10.03  
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 that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent
may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of such Loan. 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
good faith in accordance with the advice of any such counsel, accountants or experts.


 


Section 10.04  
Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:


 


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


 


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


 






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(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.


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent (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 Article 8) or (ii) in the absence
of (A) its and its Subject Related Parties’ gross negligence or willful misconduct as determined by a court of competent jurisdiction
by a final and non-appealable judgment and (B) material breach by the Administrative Agent and its Subject Related Parties of the Administrative
Agent’s obligations pursuant to the terms of the Loan Documents as determined by a court of competent jurisdiction by a final and
non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing
such Default is given in writing to the Administrative Agent by the Borrower or a Lender.


 


Neither the Administrative
Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document
or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


Section 10.05   Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article 10 shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be
responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct
(or breached its material obligations under the Loan Documents) in the selection of such sub-agents.


 






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Section 10.06  
Resignation of Administrative Agent.


 


(a)           
The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, subject to, so long as no Default has occurred and is continuing, the
consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (such date, or the date, if earlier,
upon which a successor is appointed, the “Resignation Effective Date”), then the retiring Administrative Agent may
(but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth
above, subject to, so long as no Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably
withheld or delayed). 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, subject to, so long as no Default has occurred and is continuing, the consent of the Borrower
(such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty 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) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any
indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.
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 retired or removed) Administrative Agent (other
than as provided in ‎Section 3.08 and other than any rights to indemnity payments or other amounts owed to the
retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the
retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other
Loan Documents, the provisions of this Article 10 and Section 9.06 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 (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and
(ii) after such resignation or removal for as long as any of them continues to act in any agency capacity hereunder or under the
other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor
Administrative Agent.


 


Section 10.07  
Non-Reliance on Administrative Agent and Other Lenders. Each of the Lenders acknowledges that it has, independently
and without reliance upon the Administrative Agent, any Arranger 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 of
the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger 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.


 


Section 10.08  
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or other Agents listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.


 


Section 10.09  
Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law
or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan
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 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative
Agent under Sections 2.09, 3.07(b) and 9.06) allowed in such judicial proceeding; and


 






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(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 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, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 3.07(b)
and 9.06.


 


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 any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to
vote in respect of the claim of any Lender in any such proceeding.


 


Section 10.10  
ERISA. (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 the Arrangers and their respective Affiliates, 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 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments,


 


(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 Commitments and this Agreement,


 






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(iii)           
 (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and
performance of the Loans, the Commitments and this Agreement satisfies the requirements of subsections (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 Commitments and this Agreement,
or


 


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


 


(b)           
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or a
Lender has provided another representation, warranty and covenant as provided in 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, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of
the Borrower, that none of the Administrative Agent, any Arranger or any of their respective Affiliates is 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 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 10.11  
Erroneous Payments.


 


(a)            If
the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other
recipient, but for the avoidance of doubt excluding the Borrower and its Subsidiaries, a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any
notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or
any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient
(whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an
 “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such
Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment
Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment
Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two
Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to
which such a demand was made, in Same Day Funds, together with interest thereon in respect of each day from and including the date
such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the
Administrative Agent in Same Day Funds at the greater of the Central Bank Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent
to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 






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(b)           
Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it or a Payment Recipient on its behalf
receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution
or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date
from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with
respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such Payment Recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 


(i)           
(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation
from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each
case, with respect to such payment, prepayment or repayment; and


 


(ii)           
such Lender shall (and shall cause any other Payment Recipient that receives funds on its respective behalf to) promptly (and,
in all events, within one Business Day of obtaining knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this
Section 10.11(b).


 


(c)           
Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such
Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against
any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.


 


(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent from any Payment Recipient for
any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender
that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment
(or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return
Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, the Administrative Agent shall
be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each
Erroneous Payment Return Deficiency.


 






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(e)           
The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations
owed by the Borrower or any of its Subsidiaries, except, in each case, solely to the extent such Erroneous Payment is comprised of funds
received by the Administrative Agent from the Borrower or any of its Subsidiaries for the purpose of making any payment hereunder that
became subject to such Erroneous Payment.


 


(f)            
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any
defense based on “discharge for value” or any similar doctrine.


 


(g)           
Each party’s obligations, agreements and waivers under this Section 10.11 shall survive the resignation or replacement of
the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments
and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


Article
11

Setoff


 


Section 11.01  
Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default occurs,
subject to Section 4.03, any and all deposits (including all account balances, whether provisional or final and whether or not collected
or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or
account of the Borrower may be offset and applied toward the payment of the Obligations of the Borrower then owing to such Lender to the
extent the Obligations shall then be due; provided, that in the event that any Defaulting Lender shall exercise any such right
of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds
and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it
exercised such right of setoff.


 






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Article
12


Benefit of
Agreement; Assignments; Participations


 


Section 12.01  
Successors and Assigns.


 


(a)           
Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and
inure to the benefit of the parties hereto and thereto 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 or thereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of subsection ‎(b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection ‎(d) of this Section or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection ‎(f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void).


 


(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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:


 


(i)           
Minimum Amounts.


 


(A)          
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and


 


(B)          
in any case not described in subsection (b)(i)‎(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as
of the Trade Date, shall not be less than $25,000,000 unless each of the Administrative Agent and, so long as no Default under Section
‎7.02, ‎7.05 or ‎7.06 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 Eligible Assignee (or to an Eligible 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.


 






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(ii)           
 Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.


 


(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)           
(i) prior to the expiration of the Certain Funds Period, the prior written consent of the Borrower (in its sole discretion) shall
be required; and (ii) after the expiration of the Certain Funds Period, the prior written consent of the Borrower (such consent not to
be unreasonably withheld or delayed) shall be required unless, in respect of this clause (ii) only, such assignment is to a Lender or
an Affiliate of a Lender or a Default under Section 7.02, Section 7.05 or Section 7.06 has occurred and is continuing;
provided that no assignment shall result in any Lender, together with its Affiliates, holding more than 30% of the Aggregate Commitments
at any time without the prior written consent of the Borrower (excluding, for the avoidance of doubt, the Initial Lenders); and


 


(B)           
the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required
if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender.


 


(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 Borrower. No such assignment shall be made to the Borrower or any of its Affiliates or Subsidiaries.


 


(vi)           
No Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


(vii)           
No Assignment to Defaulting Lenders. No such assignment shall be made to a Defaulting Lender.


 






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(viii)            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 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 or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro
Rata Share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the
assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection ‎(c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party
to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections ‎3.01, ‎3.05,
3.07(b) and ‎9.06 with respect to facts and
circumstances occurring prior to the effective date of such assignment. 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 a non-fiduciary agent of the Borrower, shall maintain
at the Administrative Agent’s Office 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 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 may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation,
of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower at any reasonable time and from time
to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the
Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.


 









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(d)           
 Participations. Any Lender may at any time, without the prior written consent of the Borrower or Administrative Agent,
sell participations to any Person (other than a natural person, Defaulting Lender or the Borrower or any of its 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); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described
in the proviso to Section 8.02 that affects such Participant. Subject to subsection ‎(e)
of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section ‎3.01,
‎3.05 or 3.07(b)to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection ‎(b)
of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section
11.01 as though it were a Lender, provided that such Participant agrees to be subject to ‎Section
2.19 as though it were a Lender.


 


Each Lender that sells a participation
shall, acting solely for this purpose as a nonfiduciary 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 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 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)            Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section ‎3.01, ‎‎3.05
or 3.07(b) than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A
Participant shall not be entitled to the benefits of ‎Section 3.05 unless such Participant agrees to comply with Section
3.05 as though it were a Lender (it being understood that the documentation required under ‎Section 3.05(e)
shall be delivered to the Lender who sells the participation).


 






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(f)            
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank or other central banking authority having jurisdiction over such Lender; 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.


 


Section 12.02  
Dissemination of Information. The Borrower authorizes each of the Lenders to disclose to any Participant and any prospective
Participant any and all information in such Lender’s possession concerning the creditworthiness of the Borrower and its Subsidiaries,
including without limitation any information contained in any reports or other information delivered by the Borrower pursuant to ‎Section
6.01; provided that each Participant and prospective Participant agrees to be bound by ‎Section
9.10 of this Agreement or other provisions at least as restrictive as ‎Section
9.10 including making the acknowledgments set forth therein (in each case for the benefit of the Borrower).


 


Section 12.03  
Tax Treatment. If any interest in any Loan Document is transferred to any Participant which is organized under the laws
of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Participant, concurrently
with the effectiveness of such transfer, to comply with the provisions of ‎Section
3.05(e).


 


Article
13

Notices


 


Section 13.01  
Notices; Effectiveness; Electronic Communication.


 


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


 


(i)           
if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number
set forth on Schedule 13.01; and


 


(ii)            if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its administrative
questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have
been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given
at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through
electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 






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(b)           
Electronic Communications. Notices and other communications to the Lenders 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
or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant
to ‎Article 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. The Administrative Agent or the Borrower may, in its respective discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise
determines, provided that such determination or approval may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient, 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.


 


(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 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, or breach of
its material obligations under any Loan Document by, such Agent Party; provided, however, that in no event shall any Agent Party
have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).


 






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


 


(e)           
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act
upon any notices purportedly given by or on behalf of the Borrower so long as such notices appear on their face to be authentic 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 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 communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


Article
14

Counterparts; Integration; Effectiveness; Electronic Execution


 


Section 14.01   Counterparts;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided
in ‎Article 4, this Agreement shall become effective when it shall have
been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the parties hereto, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or email shall be effective as delivery of a manually executed counterpart of this Agreement.


 






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Section 14.02  
Electronic Execution. The words “delivery”, “execute,” “execution,” “signed,”
 “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the
transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Borrowing
Notices, waivers and consents) (each, a “Communication”) shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, the authorization under
this Section 14.02 may include, without limitation, use or acceptance by the Borrower, the Administrative Agent and each of the Lenders
of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically
signed Communication converted into another format, for transmission, delivery and/or retention. The Borrower, the Administrative Agent
and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record
(“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy
the original paper document. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it; provided, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept
such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature
purportedly given by or on behalf of the Borrower without further verification and (b) upon the reasonable request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic
Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006,
as it may be amended from time to time.


 


Article
15

Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial


 


Section 15.01   Choice
of Law. THE LOAN DOCUMENTS AND OBLIGATIONS OF THE PARTIES THEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN
CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER THEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST)
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 






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Section 15.02  
Consent to Jurisdiction. EACH OF THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY SUBMITS TO JURISDICTION
OF ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION, OF ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN ANY
SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BROUGHT BY THE BORROWER, DIRECTLY OR
INDIRECTLY, IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN ANY FEDERAL
COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION,
IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK.


 


EACH OF THE BORROWER, THE
AGENTS AND THE LENDERS HEREBY AGREES FURTHER THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PERSON AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION ‎13.01
AND AGREES THAT SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PERSON IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS
OR LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 






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Section 15.03  
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.


 


Section 15.04  
U.S. Patriot Act and Beneficial Ownership Regulation Notice. Each Lender that is subject to the U.S. Patriot Act and
the Beneficial Ownership Regulation and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the U.S. Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name, address and tax forms of the Borrower and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the U.S.
Patriot Act and Beneficial Ownership Regulation. The Borrower shall, promptly following a request by the Administrative Agent or any
Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including
the U.S. Patriot Act and Beneficial Ownership Regulation.


 


Section 15.05  
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 Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii) (A) each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for
the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers nor any of the
Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the
Borrower and its Affiliates, and neither the Administrative Agent nor the Arrangers nor any of the Lenders has any obligation to disclose
any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby agrees and covenants
that it will not make any claims that it may have against the Administrative Agent, the Arrangers and the Lenders 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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Section 15.06  
Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent
or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such
Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the
case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount
of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower
in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may
be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).


 


Section 15.07  
Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 






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Article
16

GUARANTEE


 


Section 16.01  
Guarantors(i). Any time after the Effective Date, the Borrower may cause any Subsidiary of the Borrower to guarantee
the Obligations of the Borrower under the Loan Documents by delivering to the Administrative Agent customary joinder documentation reasonably
acceptable to the Administrative Agent, and pursuant to which such Person shall become a “Guarantor” for all purposes under
this Agreement and each other Loan Document and shall be bound by all of the obligations of and shall have all of the rights of a “Guarantor”
under this Agreement and each other Loan Document including, without limitation, providing the guarantee of the Guaranteed Obligations
as set forth in this Article 16.


 


Section 16.02  
Guarantee(i). Upon becoming a Guarantor pursuant to Section 16.01, each Guarantor, on a joint and several basis,
unconditionally guarantees (the undertaking of each Guarantor contained in this Article 16 being a “Guarantee”)
the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter
existing under the Loan Documents, whether for principal, interest, fees, expenses or otherwise (such obligations, collectively, being
the “Guaranteed Obligations”). Each Guarantee is a guaranty of payment and not of collection. Upon becoming
a Guarantor pursuant to Section 16.01 each Guarantor agrees that, as between each Guarantor and the Administrative Agent, the
Guaranteed Obligations may be declared to be due and payable for purposes of its Guarantee notwithstanding any stay (including any stay
imposed by the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws naming the Borrower as the debtor
in such proceeding), injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and
that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by the
Guarantors for purposes of its Guarantee. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor
hereunder at any time shall, without further action by any Guarantor or any other Person, be automatically limited and reduced to an
aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder invalid and unenforceable
or otherwise subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the U.S. Bankruptcy Code or any comparable
provisions of any similar federal or state law (including the Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act)
or subordinated to the claims of other creditors as determined in such proceeding.


 






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Section 16.03  
Guaranty Absolute. Upon becoming a Guarantor pursuant to Section 16.01, each Guarantor
guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent
or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective
of:


 


(a)              
any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other
agreement or instrument relating thereto;


 


(b)              
any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any
other amendment or waiver of or any consent to departure from this Agreement;


 


(c)              
any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from
any other guaranty, for all or any of the Guaranteed Obligations;


 


(d)              
any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or


 


(e)              
any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrower.


 


Each Guarantee shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower
or otherwise, all as though such payment had not been made.


 


Section 16.04  
Waivers(i).


 


(a)              
Upon becoming a Guarantor pursuant to Section 16.01, each Guarantor waives promptness, diligence, notice of acceptance
and any other notice with respect to any of the Guaranteed Obligations and its Guarantee and any requirement that the Administrative
Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right
or take any action against the Borrower or any other Person or any collateral.


 






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(b)              
Upon becoming a Guarantor pursuant to Section 16.01, each Guarantor irrevocably waives any claims or other rights that
it may now or hereafter acquire against the Borrower that arise from the existence, payment, performance or enforcement of the obligations
of any Guarantor under its Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender against the Borrower
or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any
other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to any Guarantor in violation
of the preceding sentence at any time prior to the later of the payment in full of the Guaranteed Obligations and all other amounts payable
under such Guarantor’s Guarantee and the Facility Termination Date, such amount shall be held in trust for the benefit of the Administrative
Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations
and all other amounts payable under such Guarantor’s Guarantee, whether matured or unmatured, in accordance with the terms of this
Agreement and such Guarantor’s Guarantee, or to be held as collateral for any Guaranteed Obligations or other amounts payable under
the Guarantee thereafter arising. Upon becoming a Guarantor pursuant to Section 16.01, each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and its Guarantee and that the waiver
set forth in this Section 16.04(b) is knowingly made in contemplation of such benefits.


 


Section 16.05  
Continuing Guaranty(i). Each Guarantee is a continuing guaranty and shall (i) remain in full force and effect until
payment in full of the Guaranteed Obligations (including any and all Guaranteed Obligations which remain outstanding after the Facility
Termination Date) and all other amounts payable under its Guarantee, (ii) be binding upon each Guarantor and its successors and assigns,
and (iii) inure to the benefit of and be enforceable by the Lenders, the Administrative Agent and their respective successors, transferees
and assigns.


 


Section 16.06  
Release of Guarantors(i).


 


(a)           
If (i) in compliance with the terms and provisions of this Agreement, any Guarantor ceases to constitute a Subsidiary of the Borrower
or (ii) after giving effect to the release of any Guarantor, there is no Default under this Agreement, then such Guarantor shall, in
the discretion of the Borrower upon notice in writing to the Administrative Agent, automatically be released from its obligations under
this Agreement or any other Loan Document, including the Guarantee set forth in this Article 16, and thereafter such Person shall no
longer constitute a Guarantor under this Agreement or any other Loan Documents.


 


(b)           
At the request of the Borrower, the Administrative Agent shall, at the Borrower’s expense, execute such documents as are
reasonably necessary to acknowledge any such release in accordance with this Section 16.06, so long as the Borrower shall have
provided the Administrative Agent a certificate, signed by an Authorized Officer of the Borrower, certifying as to satisfaction of one
of the requirements set forth in clause (a) above.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


	 	GXO LOGISTICS, INC.




 


	 	/s/
  Baris Oran




	 	Name:	Baris Oran
	 	Title:	Chief Financial Officer




 


[Signature Page to Credit
Agreement]


 






    


    


    

 


	ADMINISTRATIVE AGENT:	BARCLAYS BANK PLC 

  as the Administrative Agent, Arranger and a Lender




 





	 	By:	/s/
  Sam Yoo






	 	Name:	Sam Yoo
	 	Title:	Managing Director


 


[Signature Page to Credit
Agreement]


 






    


    


    

 





	 	CITIBANK, N.A., 

  as a Lender, Syndication Agent and Arranger




 





	 	By:	/s/
  Richard Rivera






	 	Name:	Richard Rivera
	 	Title:	Vice President




 


[Signature Page to Credit
Agreement]


 






    


    


    

  


PRICING SCHEDULE

TO BRIDGE TERM LOAN CREDIT AGREEMENT



APPLICABLE MARGIN


 


	 	 	Pricing Level I	 	 	Pricing Level II	 	 	Pricing Level III	 	 	Pricing Level IV	 	 	Pricing Level V	 
	Public Debt Rating	 	≥ A- and A-	 	 	BBB+ and BBB+	 	 	BBB and BBB	 	 	BBB- and BBB-	 	 	≤ BB+ and BB+	 
	Applicable Margin (from and including the Closing Date to but excluding the three-month anniversary of the Closing Date)	 	 	0.875	%	 	 	1.000	%	 	 	1.125	%	 	 	1.250	%	 	 	1.750	%
	Applicable Margin (from and including the three-month anniversary of the Closing Date to but excluding the six-month anniversary of the Closing Date)	 	 	1.125	%	 	 	1.250	%	 	 	1.375	%	 	 	1.500	%	 	 	2.000	%
	Applicable Margin (from and including the six-month anniversary of the Closing Date to but excluding the nine-month anniversary of the Closing Date)	 	 	1.375	%	 	 	1.500	%	 	 	1.625	%	 	 	1.750	%	 	 	2.250	%
	Applicable Margin (from and after the nine-month anniversary of the Closing Date)	 	 	1.625	%	 	 	1.750	%	 	 	1.875	%	 	 	2.000	%	 	 	2.500	%




 






    


     


    

 


For the purpose of the foregoing charts, (a) if
only one of S&P and Fitch shall have in effect a Public Debt Rating, the Applicable Margin shall be determined by reference to the
available Public Debt Rating; (b) if neither S&P nor Fitch shall have in effect a Public Debt Rating, the Applicable Margin shall
be set in accordance with Pricing Level V until such time as either S&P or Fitch shall have in effect a Public Debt Rating; (c) if
the Public Debt Ratings established by S&P and Fitch shall fall within different levels, the Applicable Margin shall be based upon
the higher of such Public Debt Ratings, except that in the event that the lower of such Public Debt Ratings is more than one level below
the higher of such Public Debt Ratings, the Applicable Margin shall be based upon the level immediately below the higher of such Public
Debt Ratings; (d) if any Public Debt Rating established by either S&P or Fitch shall be changed, such change shall be effective as
of the date on which such change is first announced publicly by the rating agency making such change; and (e) if either S&P or Fitch
shall change the basis on which Public Debt Ratings are established, each reference to the Public Debt Ratings announced by S&P or
Fitch, as the case may be, shall refer to the then equivalent rating by S&P or Fitch, as the case may be.


 






    


     


    

 


COMMITMENT SCHEDULE


 


COMMITMENTS AND PRO RATA SHARES


 
	Lender	 	Commitment	 	 	Pro
    Rata Share of 

Aggregate Commitment	 
	Barclays
    Bank PLC	 	£	484,250,000	 	 	 	65.0000	%
	Citibank,
    N.A.	 	£	260,750,000	 	 	 	35.0000	%
	TOTAL	 	£	745,000,000	 	 	 	100.0000	%


 






    


     


    

 


Schedule 6.10


 


EXISTING SPECIFIED INDEBTEDNESS FOR BORROWED
MONEY


 


None.


 






    


     


    

 


Schedule 13.01


 


CERTAIN ADDRESSES FOR NOTICES


 


1.   Address of the
Borrower:


 


GXO Logistics, Inc.


Two American Lane


Greenwich, CT 06831


Attention: Baris Oran


 


2.   Address for the
Administrative Agent: 


 


	Barclays Bank PLC
	Address:	745 Seventh Avenue
	 	New York, NY 10019
	Attention:    	Ismael Tigua
	Email:   	ismael.tiguajr@barclays.com; 12145455230@tls.ldsprod.com
	 
	Escalation Contact: Sarah Wright
	Email:   	sarah.e.wright@barclays.com
	Tel: 	1 (302) 286-2217