EXHIBIT 10.2


 


EXECUTION VERSION






 





 



 


AMENDED AND RESTATED CREDIT AGREEMENT


 


DATED AS OF DECEMBER 6, 2022,


 


among


 


AMEREN
CORPORATION





and





AMEREN
illinois company





as Borrowers,


 


THE LENDERS
FROM TIME TO TIME PARTY HERETO


 


and


 




JPMORGAN
CHASE BANK, N.A.

as Administrative Agent


 





 



 




JPMorgan
ChaSe Bank, N.A.,

BARCLAYS BANK PLC,

MUFG Bank, LTD.,

BOFA SECURITIES, INC.

and





wells
fargo SECURITIES, LLC,





as Joint Lead Arrangers and Joint Bookrunners


 


BARCLAYS
BANK PLC

and





MUFG BANK, LTD.,





as Syndication Agents


 


BanK of
america, n.a.





and





wells
fargo bank, national association, 


as Documentation Agents





 







 






 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	 	 
	 	DEFINITIONS	 
	 	 	 
	SECTION 1.1.	Defined Terms	1
	SECTION 1.2.	Terms Generally	30
	SECTION 1.3.	Accounting	31
	SECTION 1.4.	Interest Rates; Benchmark Notification	31
	SECTION 1.5.	Divisions	32
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	THE CREDITS	 
	 	 	 
	SECTION 2.1.	Commitment	32
	SECTION 2.2.	Required Payments	32
	SECTION 2.3.	Swingline Loans	33
	SECTION 2.4.	Letters of Credit	34
	SECTION 2.5.	Types and Minimum Amounts of Borrowings	42
	SECTION 2.6.	Requests for Revolving Borrowings; Funding of Revolving Loans	42
	SECTION 2.7.	Facility Fee; Letter of Credit Fees	43
	SECTION 2.8.	Termination of and Reductions in Aggregate Commitment and
    Borrower Sublimits	44
	SECTION 2.9.	Optional Principal Payments	45
	SECTION 2.10.	Conversion and Continuation of Revolving Borrowings	45
	SECTION 2.11.	Interest Rates; Interest Payment Dates	46
	SECTION 2.12.	Default Interest	47
	SECTION 2.13.	Method of Payment	47
	SECTION 2.14.	Evidence of Indebtedness; Notes	48
	SECTION 2.15.	Interest and Fee Basis	48
	SECTION 2.16.	Notification of Borrowings, Interest Rates, Prepayments
    and Commitment Reductions	48
	SECTION 2.17.	Lending Installations	49
	SECTION 2.18.	Non-Receipt of Funds by the Administrative Agent	49
	SECTION 2.19.	Replacement of Lender	50
	SECTION 2.20.	Extension of Maturity Date	51
	SECTION 2.21.	Defaulting Lenders	51
	SECTION 2.22.	Commitment Increases	54



 






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	 	ARTICLE III	 
	 	 	 
	 	YIELD PROTECTION; TAXES	 
	 	 	 
	SECTION 3.1.	Yield Protection	56
	SECTION 3.2.	Changes in Capital Adequacy and Liquidity Requirements	56
	SECTION 3.3.	Alternate Rate of Interest	57
	SECTION 3.4.	Funding Indemnification	59
	SECTION 3.5.	Taxes	60
	SECTION 3.6.	Illegality	64
	SECTION 3.7.	Statements as to Claims; Survival of Indemnity	64
	SECTION 3.8.	Alternative Lending Installation	64
	SECTION 3.9.	Allocation of Amounts Payable Among Borrowers	64
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	CONDITIONS PRECEDENT	 
	 	 	 
	SECTION 4.1.	Restatement Effective Date	65
	SECTION 4.2.	Each Credit Extension	66
	 	 	 
	 	ARTICLE V	 
	 	 	 
	 	REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	SECTION 5.1.	Existence and Standing	67
	SECTION 5.2.	Authorization and Validity	67
	SECTION 5.3.	No Conflict	68
	SECTION 5.4.	Financial Statements	68
	SECTION 5.5.	Material Adverse Change	69
	SECTION 5.6.	Taxes	69
	SECTION 5.7.	Litigation	69
	SECTION 5.8.	ERISA	69
	SECTION 5.9.	Regulation U	69
	SECTION 5.10.	Compliance with Laws	69
	SECTION 5.11.	Environmental Matters	69
	SECTION 5.12.	Investment Company Act	70
	SECTION 5.13.	Anti-Corruption Laws and Sanctions	70
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	COVENANTS	 
	 	 	 
	SECTION 6.1.	Financial Reporting	70
	SECTION 6.2.	Use of Proceeds and Letters of Credit	71
	SECTION 6.3.	Conduct of Business	72
	SECTION 6.4.	Taxes	72



 






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	SECTION 6.5.	Insurance	72
	SECTION 6.6.	Compliance with Laws	73
	SECTION 6.7.	Maintenance of Properties	73
	SECTION 6.8.	Inspection; Keeping of Books and Records	73
	SECTION 6.9.	Merger	73
	SECTION 6.10.	Dispositions of Property	75
	SECTION 6.11.	Liens	76
	SECTION 6.12.	Subsidiary Covenants	78
	SECTION 6.13.	Leverage Ratio	79
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	 	EVENTS OF DEFAULT	 
	 	 	 
	SECTION 7.1.	Events of Default	79
	SECTION 7.2.	Acceleration	82
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	THE ADMINISTRATIVE AGENT	 
	 	 	 
	SECTION 8.1.	Appointment; Nature of Relationship	82
	SECTION 8.2.	Powers	83
	SECTION 8.3.	General Immunity	83
	SECTION 8.4.	No Responsibility for Loans, Recitals, etc	83
	SECTION 8.5.	Action on Instructions of Lenders	84
	SECTION 8.6.	Employment of Sub-Agents	84
	SECTION 8.7.	Reliance on Documents; Counsel	85
	SECTION 8.8.	Administrative Agent’s Reimbursement and Indemnification	85
	SECTION 8.9.	Notice of Default	86
	SECTION 8.10.	Rights as a Lender	86
	SECTION 8.11.	Independent Credit Decision	86
	SECTION 8.12.	Erroneous Payments	87
	SECTION 8.13.	Bankruptcy Event	88
	SECTION 8.14.	Successor Administrative Agent	89
	SECTION 8.15.	Administrative Agent Fees	89
	SECTION 8.16.	Delegation to Affiliates	89
	SECTION 8.17.	Certain ERISA Matters	90
	SECTION 8.18.	Arrangers, Syndication Agents and Documentation Agents	91
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	GENERAL PROVISIONS	 
	 	 	 
	SECTION 9.1.	Amendments	91
	SECTION 9.2.	Preservation of Rights	93
	SECTION 9.3.	Notices	93



 






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	SECTION 9.4.	Successors and Assigns	95
	SECTION 9.5.	Survival	98
	SECTION 9.6.	Governmental Regulation	99
	SECTION 9.7.	Headings	99
	SECTION 9.8.	Entire Agreement	99
	SECTION 9.9.	Several Obligations	99
	SECTION 9.10.	Expenses; Indemnification	99
	SECTION 9.11.	Severability of Provisions	101
	SECTION 9.12.	No Fiduciary Duties; Limitation on Liability	101
	SECTION 9.13.	Confidentiality	102
	SECTION 9.14.	Nonreliance	103
	SECTION 9.15.	Disclosure	103
	SECTION 9.16.	Certain Notices	103
	SECTION 9.17.	Non-Public Information	103
	SECTION 9.18.	Interest Rate Limitation	103
	SECTION 9.19.	Setoff	104
	SECTION 9.20.	Ratable Payments	104
	SECTION 9.21.	Counterparts	105
	SECTION 9.22.	Electronic Execution	105
	SECTION 9.23.	CHOICE OF LAW	106
	SECTION 9.24.	CONSENT TO JURISDICTION	106
	SECTION 9.25.	WAIVER OF JURY TRIAL	107
	SECTION 9.26.	Acknowledgement and Consent to Bail-In of Affected Financial
    Institutions	107



 






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SCHEDULES


 


	Schedule 2.1	Commitments	 
	Schedule 2.4A	Existing Letters of Credit	 
	Schedule 2.4B	LC Commitments
	Pricing Schedule	 	 
	 	 	 
	Schedule 5	Disclosed Matters
	Schedule 6.11	Liens
	Schedule 6.12	Restrictive Agreements




 


EXHIBITS


 


	Exhibit A	Form of Assignment and Assumption	 
	Exhibit B	Form of Borrowing Notice	 
	Exhibit C	Form of Conversion/Continuation Notice	 
	Exhibit D	Form of Promissory Note	 
	Exhibit E	Form of Compliance Certificate	 




 






    v 


     


    

 


This AMENDED AND RESTATED
CREDIT AGREEMENT dated as of December 6, 2022 (as amended from time to time, this “Agreement”), is entered into
by and among AMEREN CORPORATION, a Missouri corporation, its subsidiary AMEREN ILLINOIS COMPANY, an Illinois corporation, the LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The Borrowers have requested
that the Administrative Agent and the Lenders amend and restate the Existing Illinois Credit Agreement to continue and modify the credit
facility established thereby on the terms set forth in this Agreement. The Obligations of the Borrowers under this Agreement will be
several and not joint, and, except as otherwise set forth in Section 3.9 or 9.10(c) of this Agreement, the Obligations
of the Borrowing Subsidiary will not be guaranteed by the Company or any other subsidiary of the Company and the Obligations of the Company
will not be guaranteed by the Borrowing Subsidiary or any other subsidiary of the Company.


 


The parties hereto agree
as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1.     Defined
Terms. As used in this Agreement (including in the recitals hereto):


 


“ABR Borrowing”
means a Borrowing comprised of ABR Loans.


 


“ABR Loan”
means a Loan that bears interest by reference to the Alternate Base Rate.


 


“Accounting Changes”
is defined in Section 1.3.


 


“Adjusted Daily
Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR plus (b) 0.10% per annum; provided
that if the Adjusted Daily Simple SOFR, as so determined, would be less than zero, the Adjusted Daily Simple SOFR shall be deemed
to be zero.


 


“Adjusted Term SOFR”
means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period plus (b) 0.10%
per annum; provided that if the Adjusted Term SOFR, as so determined, would be less than zero, the Adjusted Term SOFR shall be
deemed to be zero.


 


“Administrative
Agent” means JPMorgan, in its capacity as administrative agent hereunder for the Lenders and the Issuing Banks, or any successor
Administrative Agent appointed pursuant to Article VIII.


 


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


 


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


 






     


     


    

 


“Affected Lender”
is defined in Section 2.19.


 


“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 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.


 


“Aggregate Commitment”
means, at any time, the aggregate amount of the Commitments of all the Lenders at such time. The initial Aggregate Commitment is $1,200,000,000.


 


“Aggregate Revolving
Credit Exposure” means, at any time, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans
and the Swingline Loans at such time and (b) the total LC Exposure at such time.


 


“Agreement”
is defined in the preamble hereto.


 


“Agreement Accounting
Principles” means GAAP as in effect from time to time, except as otherwise provided in Section 1.3.


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% per annum and (c) the Adjusted Term SOFR for a one month Interest Period
as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business
Day, the immediately preceding U.S. Government Securities Business Day) plus 1% per annum. For purposes of clause (c) above,
the Adjusted Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day
(or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference
Rate methodology); provided that (i) if such rate shall be less than zero, such rate shall be deemed to be zero and (ii) if
such rate cannot be determined (for the avoidance of doubt, prior to the replacement thereof in accordance with Section 3.3(b)),
such rate shall be deemed to be zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the
Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted
Term SOFR, respectively.


 


“Ancillary Document”
is defined in Section 9.22.


 


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


 


“Applicable Fee
Rate” means, with respect to either Borrower as to the Facility Fee or the LC Participation Fee accruing for the account of
such Borrower at any time, the applicable percentage rate per annum at such time with respect to such Borrower as set forth in the Pricing
Schedule.


 






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“Applicable Margin”
means, with respect to either Borrower as to Borrowings of any Type at any time, the percentage rate per annum applicable at such time
to Borrowings of such Type to such Borrower as set forth in the Pricing Schedule.


 


“Approved Cost Recovery
Bonds” means securities that are issued by the Borrowing Subsidiary or any of its subsidiaries (or any instrumentality statutorily
authorized to issue such securities for the benefit of the Borrowing Subsidiary or any of its subsidiaries (whether or not a subsidiary
of the Borrowing Subsidiary)), which securities are (a) issued under and in accordance with applicable state public utility law
(and expressly approved by the applicable state public utility commission) with respect to the recovery of designated costs or expenditures
(including through applicable state public utility commission order for financing) with respect to regulated assets or regulatory assets
authorized by the applicable state public utility commission, (b) limited in recourse to assets that are rights to collect designated
charges authorized by applicable law to be invoiced to customers of the Borrowing Subsidiary or such subsidiary thereof (together with
ancillary related assets customarily included therewith, collectively, “Designated Charges”) and that are in
any event non-recourse to the Borrowers (other than for failure to collect and pay over such Designated Charges and other customary indemnities
for comparable financings) and (c) payable solely from Designated Charges.


 


“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 JPMorgan, Barclays, MUFG, BofA Securities, Inc. and Wells Fargo Securities, LLC and their respective successors, in their
respective capacities as joint lead arrangers and joint bookrunners.


 


“ASC”
means Accounting Standards Codification.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person
whose consent is required by Section 9.4, in the form of Exhibit A or any other form approved by the Administrative Agent and
the Company.


 


“Attributable Indebtedness”
means, as to any Sale and Leaseback Transaction at any time, the present value (discounted at a rate equivalent to the interest rate
implicit in the lease, compounded on a semiannual basis) of the total obligations of the lessee for rental payments, after excluding
all amounts required to be paid on account of maintenance and repairs, insurance, taxes, utilities and other similar expenses payable
by the lessee pursuant to the terms of the lease, during the remaining term of the lease included in any such Sale and Leaseback Transaction
or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of a penalty (in which case the
rental payments shall include such penalty); provided that if a Sale and Leaseback Transaction results in a Finance Lease, the
amount of Attributable Indebtedness as to such Sale and Leaseback Transaction will be determined in accordance with the definition of
 “Finance Lease Obligations”.


 






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“Audrain Project”
means the Chapter 100 financing transaction and agreements related thereto assigned by affiliates of NRG Energy, Inc. (“NRG”)
to and assumed by Union Electric as a part of its purchase of a combustion turbine generating facility located in Audrain County, Missouri
(the “County”) pursuant to which (a) Union Electric assumed a lease from the County of certain land and improvements,
including the combustion turbine generating facility, and (b) Union Electric acquired NRG’s ownership of indebtedness issued
by the County to finance the acquisition of such property.


 


“Augmenting Lender”
is defined in Section 2.22(a).


 


“Authorized Officer”
of either Borrower means any of the chief executive officer, president, chief operating officer, chief financial officer, treasurer,
assistant treasurer or vice president of such Borrower, acting singly.


 


“Availability Termination
Date” means, as to either Borrower, the earliest of (a) the Maturity Date, (b) the reduction of the Borrower Sublimit
of such Borrower to zero pursuant to Section 2.8 or termination of the obligation to make Loans to, or issue Letters of Credit for
the account of, such Borrower pursuant to Section 7.2 and (c) the date of termination in whole of the Commitments pursuant
to Section 2.8 or Section 7.2.


 


“Available Aggregate
Commitment” means, at any time, the Aggregate Commitment at such time minus the Aggregate Revolving Credit Exposure at such
time.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or
component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable,
that is or may be used for determining the length of an Interest Period for any term rate or otherwise for determining any frequency
of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.3(b)(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, regulation, rule or requirement for such EEA Member Country from
time to time that 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).


 


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


 






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“Barclays”
means Barclays Bank PLC.


 


“Benchmark”
means, initially, the Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have
occurred with respect to the Term SOFR 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 3.3(b)(i).


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


(1)            the
Adjusted Daily Simple SOFR; and


 


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


 


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


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, 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 Borrowers for the applicable Corresponding Tenor 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 on the applicable Benchmark Replacement
Date and/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
Dollar-denominated syndicated credit facilities at such time in the United States.


 






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


 


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


 


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


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will
be determined by reference to the most recent statement or publication referenced in such clause (3) 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,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).


 






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


 


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


 


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


 


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


 


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


 


“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any other Loan Document in accordance with ‎Section 3.3(b) and (y) ending at the time that a Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with ‎Section 3.3(b).


 


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


 






    	 	7	 



     


    

 


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


 


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


 


“BofA”
means Bank of America, N.A.


 


“Borrower Credit
Exposure” means, with respect to either Borrower at any time, the sum of (a) the aggregate principal amount of the Revolving
Loans and the Swingline Loans made to such Borrower and outstanding at such time and (b) the portion of the LC Exposure at such
time that is attributable to Letters of Credit issued for the account of such Borrower.


 


“Borrower Sublimit”
means (a) as to the Company, $700,000,000 and (b) as to the Borrowing Subsidiary, $1,000,000,000, in each case as such sublimit
may be reduced from time to time pursuant to Section 2.8.


 


“Borrower”
means each of the Company and the Borrowing Subsidiary.


 


“Borrowing”
means (a) Revolving Loans of the same Type and to the same Borrower made, converted or continued on the same date and, in the case
of Term SOFR Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.


 


“Borrowing Notice”
means a request by a Borrower for a Borrowing in accordance with Section 2.3 or 2.6, as applicable, which shall be in the form of
Exhibit B or any other form approved by the Administrative Agent.


 


“Borrowing Subsidiary”
means Ameren Illinois Company, an Illinois corporation, and any successor thereto permitted by, and that assumes its obligations in accordance
with, Section 6.9.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Daily Simple SOFR Loan or a Term SOFR Loan and any interest
rate settings, fundings, disbursements, settlements or payments of any Daily Simple SOFR Loans or Term SOFR Loans, or any other dealings
in respect of such Loans referencing the Adjusted Daily Simple SOFR or the Adjusted Term SOFR, the term “Business Day” shall
also exclude any day that is not a U.S. Government Securities Business Day.


 


“Change in Control”
means, in respect of each Borrower, (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of 30% or more of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company, (b) the Company shall cease to own, directly or indirectly,
shares of capital stock of the Borrowing Subsidiary representing both (i) 80% of the ordinary voting power represented by the issued
and outstanding common stock of the Borrowing Subsidiary on a fully diluted basis and (ii) 80% of the ordinary voting power represented
by the issued and outstanding capital stock of the Borrowing Subsidiary on a fully diluted basis, or (c) a majority of the seats
(other than vacant seats) on the board of directors of the Company shall at any time cease to be occupied by Persons who were either
(i) members of the board of directors of the Company on the Restatement Effective Date, (ii) nominated, appointed or approved
prior to their election by a majority of the directors described in clause (i) above or a committee or subcommittee thereof to which
such power was delegated or (iii)  nominated, appointed or approved prior to their election by a majority of the directors described
in clauses (i) and/or (ii) above.


 






    	 	8	 



     


    

 


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


 


“Charges”
is defined in Section 9.18.


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


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


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the maximum permitted amount of such Lender’s Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.8, (b) increased
from time to time pursuant to Section 2.22 and (c) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.4. The initial amount of each Lender’s Commitment is set forth on Schedule 2.1, or in the
Assignment and Assumption or the Commitment Increase Amendment pursuant to which such Lender shall have assumed or extended its Commitment,
as applicable.


 


“Commitment Increase”
is defined in Section 2.22(a).


 


“Commitment Increase
Amendment” is defined in Section 2.22(a).


 


“Commonly Controlled
Entity” means, with respect to either Borrower, any trade or business, whether or not incorporated, which is under common control
with such Borrower or any subsidiary of such Borrower within the meaning of Section 4001 of ERISA or that, together with such Borrower
or any subsidiary of such Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of
the Code.


 






    	 	9	 



     


    

 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Administrative
Agent or either Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative
Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to Section 9.3, including through the Platform.


 


“Company”
means Ameren Corporation, a Missouri corporation, and any successor thereto permitted by, and that assumes its obligations in accordance
with, Section 6.9.


 


“Consolidated Net
Worth” of a Borrower means, at any time, the consolidated total shareholders’ equity (including any portion thereof attributable
to preferred stock, Hybrid Securities and Mandatorily Convertible Securities) of such Borrower and its consolidated subsidiaries at such
time, determined on a consolidated basis in accordance with the Agreement Accounting Principles.


 


“Consolidated Tangible
Assets” of a Borrower means, at any time, (a) the total amount of all assets of such Borrower and its consolidated subsidiaries
at such time, determined on a consolidated basis in accordance with the Agreement Accounting Principles, minus (b) to the
extent included in the total amount of such Borrower’s and its consolidated subsidiaries’ total assets, the net book value
of all (i) goodwill, including the excess cost over book value of any asset, (ii) organization or experimental expenses, (iii) unamortized
debt discount and expense, (iv) patents, trademarks, tradenames and copyrights, (v) treasury stock, (vi) Operating Lease
right-of-use assets, (vii) franchises, licenses and permits and (viii) other assets which are deemed intangible assets under
the Agreement Accounting Principles.


 


“Consolidated Total
Capitalization” means, as to either Borrower at any time, the sum of Funded Debt of such Borrower and the Consolidated Net
Worth of such Borrower, each calculated at such time; provided that for purposes of calculating Consolidated Total Capitalization
of either Borrower at any time, the portion of the Consolidated Net Worth of such Borrower attributable to the Hybrid Securities and
Mandatorily Convertible Securities that may be included in the Consolidated Total Capitalization of such Borrower calculated at such
time shall be limited to the portion thereof that does not exceed, in the aggregate, 15% of Consolidated Total Capitalization of such
Borrower as so calculated.


 


“Contingent Obligation”
of a Person means 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, 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 any keep well agreement or similar 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; provided that the term
 “Contingent Obligation” shall not include the endorsement of negotiable instruments for deposit or collection.


 






    	 	10	 



     


    

 


“Contribution Percentage”
means, at any time with respect to each Borrower, the ratio, expressed as a percentage, of such Borrower’s Borrower Sublimit to
the aggregate amount of both Borrower Sublimits at such time; provided that, if the Commitments or all of the Borrower Sublimits
shall have been terminated, the Contribution Percentages shall be determined based on the Borrower Sublimits most recently in effect
prior to such termination. As of the Restatement Effective Date, the Contribution Percentage of each Borrower is (a) in the case
of the Borrowing Subsidiary, 58.82%, and (b) in the case of the Company, 41.18%. The Contribution Percentage with respect to any
amount owing by a Borrower shall be determined as of the time such amount shall have become due.


 


“Conversion/Continuation
Notice” means a request by a Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.10, which
shall be in the form of Exhibit C or any other form approved by the Administrative Agent.


 


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


 


“Credit Extension”
means the making of a Loan (as opposed to the conversion or continuation of a Loan that does not increase the aggregate outstanding principal
amount of such Loan) or the issuance of, or an extension of or an amendment to increase the amount of, a Letter of Credit hereunder.


 


“Credit Extension
Date” means, with respect to either Borrower, the date of making of a Loan to, or the date of issuance of, or an extension
of or an amendment to increase the amount of, a Letter of Credit for the account of, such Borrower.


 


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


 


“Daily Simple SOFR”
means, for any day, (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five U.S. Government Securities
Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day, or (b) if
such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any
change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without
notice to the Borrowers.


 


“Daily Simple SOFR
Borrowing” means a Borrowing comprised of Daily Simple SOFR Loans.


 


“Daily Simple SOFR
Loan” means a Loan that bears interest by reference to the Adjusted Daily Simple SOFR.


 


“Default”
means an event or condition that constitutes an Event of Default or that, upon the lapse of time or the giving of notice, or both, would
constitute an Event of Default.


 






    	 	11	 



     


    

 


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


 


“Designated Charges”
is defined in the definition of “Approved Cost Recovery Bonds”.


 


“Disclosed Matters”
means the events, actions, suits and proceedings and the environmental matters disclosed on Schedule 5 hereto or in the Exchange
Act Documents.


 


“Dispose”
means, in respect of any asset, to sell, lease, transfer or otherwise dispose of such asset, and the term “Disposition”
shall have a correlative meaning.


 


“Documentation Agent”
means each of BofA and Wells Fargo.


 


“Dollar”
and “$” mean the lawful currency of the United States of America.


 


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


 


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


 






    	 	12	 



     


    

 


“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.


 


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


 


“Eligible Assignee”
means any Lender, any Affiliate of a Lender or an Approved Fund or any other Person, other than, in each case, a natural person (or a
holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), a Defaulting Lender,
a Borrower or a subsidiary or other Affiliate of a Borrower.


 


“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 air, 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.


 


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


 


“ERISA Event”
means, as to either Borrower, (a) any Reportable Event with respect to such Borrower or any Commonly Controlled Entity of such Borrower,
(b) the failure of any Plan to comply with the minimum funding standards of Section 412 of the Code or Section 302 of
ERISA, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for
a waiver of the minimum funding standard with respect to any Plan of such Borrower or any Commonly Controlled Entity of such Borrower,
(d) the incurrence by such Borrower or any Commonly Controlled Entity of such Borrower of any liability under Title IV of ERISA
with respect to the termination of any Plan of such Borrower or any Commonly Controlled Entity of such Borrower, (e) the receipt
by such Borrower or any Commonly Controlled Entity of such Borrower from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or to appoint a trustee to administer any Plan of such Borrower or any Commonly Controlled Entity of
such Borrower, (f) the incurrence by such Borrower or any Commonly Controlled Entity of such Borrower of any liability with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan of such Borrower or any Commonly Controlled Entity of such
Borrower, or (g) the receipt by such Borrower or any Commonly Controlled Entity of such Borrower of any notice, or the receipt by
any Multiemployer Plan from such Borrower or any Commonly Controlled Entity of such Borrower of any notice, concerning the imposition
of “withdrawal liability” (as defined in Part I of Subtitle E of Title IV of ERISA) or a determination that a Multiemployer
Plan of such Borrower or any Commonly Controlled Entity of such Borrower is, or is expected to be, insolvent, within the meaning of Title
IV of ERISA.


 






    	 	13	 



     


    

 


“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.


 


“Event of Default”
is defined in Article VII.


 


“Exchange Act Documents”
means (a) the Annual Reports of the Company and the Borrowing Subsidiary to the SEC on Form 10-K for the fiscal year ended
December 31, 2021, (b) the Quarterly Reports of the Company and the Borrowing Subsidiary to the SEC on Form 10-Q for the
fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 and (c) all Current Reports of the
Company and the Borrowing Subsidiary to the SEC on Form 8-K filed from January 1, 2022, to but excluding the Restatement Effective
Date, but in each case excluding any portion thereof under the heading “Risk Factors” or “Forward Looking Statements”
and any other statements therein that are cautionary in nature.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to, or required to be withheld or deducted from a payment to, a Recipient:
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed
as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, such Lender’s
applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account
of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date
on which (i) such Lender becomes a party to this Agreement (other than pursuant to an assignment request by either Borrower under
Section 2.19) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.5,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party
to this Agreement or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 3.5(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing Illinois
Credit Agreement” means this agreement as in effect immediately prior to the Restatement Effective Date.


 


“Existing Letter
of Credit” means each letter of credit previously issued for the account of either Borrower by any of the Issuing Banks under
or pursuant to the Existing Illinois Credit Agreement that is (a) outstanding on the Restatement Effective Date and (b) listed
on Schedule 2.4A.


 


“Existing Maturity
Date” is defined in Section 2.20.


 


“Extending Lender”
is defined in Section 2.20.


 


“Extension Request”
is defined in Section 2.20.


 


“Facility Fee”
is defined in Section 2.7(a).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Restatement Effective Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect
to the implementation of the foregoing, and any official interpretation thereof.


 






    	 	14	 



     


    

 


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


 


“Finance Lease”
of a Person means any lease of property by such Person as lessee, or any other agreement conveying to such Person the right to use property,
in each case, that would be characterized as a “finance lease” in accordance with the Agreement Accounting Principles.


 


“Finance Lease Obligations”
of a Person means the obligations of such Person to pay rent or other amounts under any Finance Lease, and, for the purposes of this
Agreement, the amount of such obligations at any time shall be the amount thereof recognized on a balance sheet of such Person in accordance
with the Agreement Accounting Principles at such time.


 


“First Mortgage
Bonds” means bonds or other indebtedness issued (including for pledge to secure other Indebtedness) pursuant to the IP Indenture.


 


“Fitch”
means Fitch Ratings, Inc. and any successor to its rating agency business.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to any applicable Benchmark. For the avoidance of doubt, the initial
Floor for the Adjusted Daily Simple SOFR and the Adjusted Term SOFR is zero.


 


“Former CILCO Indenture”
means the Indenture of Mortgage and Deed of Trust dated as of April 1, 1933, as heretofore supplemented and amended, between the
Borrowing Subsidiary (as successor by merger to Central Illinois Light Company, formerly an Illinois corporation and a subsidiary of
the Company) and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Trustee, which indenture was discharged on the
Former CILCO Indenture Discharge Date.


 


“Former CILCO Indenture
Discharge Date” means October 31, 2019.


 


“Fund”
means any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of, a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business.


 


“Funded Debt”
of a Person means, at any time, without duplication, as calculated on a consolidated basis for such Person and its consolidated subsidiaries:
(a) obligations for borrowed money; (b) obligations representing the deferred purchase price of property or services (other
than trade payables and other accrued liabilities incurred in the ordinary course of business that are not overdue by more than 180 days
unless being contested in good faith) if such purchase price is (i) due more than nine months from the date of incurrence of the
obligation in respect thereof or (ii) evidenced by a note or a similar written instrument; (c) Funded Debt of any other Person,
whether or not assumed, secured by Liens on or payable out of the proceeds of or revenues derived from property now or hereafter owned
or acquired by such Person or its consolidated subsidiaries; provided, however, that so long as such Person or any consolidated
subsidiary has no direct or contingent obligation in respect of such Funded Debt (apart from property of such Person or any such consolidated
subsidiary being subject to such Lien), the amount of such Funded Debt shall for all purposes of this Agreement be deemed to be the lesser
of (i) any contractual limit on the maximum amount recoverable from such Lien by the holder thereof and (ii) the fair market
value of the property that is subject to such Lien; (d) obligations which are evidenced by notes, bonds, debentures, acceptances,
or other instruments (other than the lease obligations in respect of the Audrain Project or the Peno Creek Project); (e) Finance
Lease Obligations (other than the lease obligations in respect of the Audrain Project or the Peno Creek Project); (f) Contingent
Obligations for Funded Debt of any other Person; (g) non-contingent reimbursement obligations under letters of credit, bankers’
acceptances, surety bonds and similar instruments issued upon the application of such Person or any consolidated subsidiary thereof or
upon which such Person or a consolidated subsidiary thereof is an account party or for which such Person or any consolidated subsidiary
thereof is in any way liable; (h) Off-Balance Sheet Liabilities; and (i) Attributable Indebtedness under Sale and Leaseback
Transactions; provided, however, that in no event shall any calculation of Funded Debt include deferred taxes; and provided,
further, that there shall be excluded from “Funded Debt” (1) any and all Indebtedness in respect of which no
Borrower or any of its consolidated subsidiaries (other than an SPC) has any direct liability or Contingent Obligation (or any Lien on
any of their properties securing such Indebtedness), (2) any Indebtedness incurred pursuant to a Permitted Securitization, (3) any
Indebtedness in respect of any Approved Cost Recovery Bonds, (4) Indebtedness under any Hybrid Securities and Mandatorily Convertible
Securities, (5) obligations under any Hedging Transaction or other swap, forward, future or derivative transaction, option or similar
transaction and (6) any obligations that under GAAP at any time would be Funded Debt or Indebtedness but are not treated as such
as a result of the application of the second and the last sentences of Section 1.3 or the following sentence. It is acknowledged
and agreed that any indebtedness arising from the application of ASC Topic 842 Leases as it relates to Operating Leases shall not, except
if constituting Attributable Indebtedness under Sale and Leaseback Transactions, constitute “Funded Debt” hereunder.


 






    	 	15	 



     


    

 


“GAAP”
means generally accepted accounting principles as in effect in the United States.


 


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


 


“Hedging Transaction”
of a Person means any transaction linked to one or more interest rates, foreign currencies, or equity prices (including an agreement
with respect thereto) now existing or hereafter entered by such Person which is a rate swap, basis swap, forward rate transaction, equity
or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof.


 


“Hybrid Securities”
means, on any date, any securities, other than common stock, issued by the Company or a Hybrid Vehicle that meet the following criteria:
(a) such securities have been accorded, and as of the date of determination continue to be accorded, “equity” credit
(however denominated) by S&P, Moody’s and Fitch and (b) such securities require no repayments or prepayments and no mandatory
redemptions or repurchases, in each case prior to a date at least 91 days after the Maturity Date. As used in this definition, “mandatory
redemption” shall not include conversion of a security into common stock of the Company or the applicable Hybrid Vehicle.


 


“Hybrid Vehicle”
means a special purpose subsidiary directly owned by the Company, or a trust formed by the Company, in each case for the sole purpose
of issuing Hybrid Securities and which conducts no business other than the issuance of Hybrid Securities and activities incidental thereto.


 


“Illegality Notice”
is defined in Section 3.6.


 


“Inactive Subsidiary”
means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value
not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.


 


“Indebtedness”
of a Person means, at any time, without duplication: (a) obligations for borrowed money; (b) obligations representing the deferred
purchase price of property or services (other than trade payables and other accrued liabilities incurred in the ordinary course of business
that are not overdue by more than 180 days unless being contested in good faith) if such purchase price is (i) due more than nine
months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or a similar written instrument;
(c) Indebtedness of any other Person, whether or not assumed, secured by Liens on or payable out of the proceeds of or revenues
derived from property now or hereafter owned or acquired by such Person; provided, however, that so long as such Person
has no direct or contingent obligation in respect of such Indebtedness (apart from property of such Person being subject to such Lien),
the amount of such Indebtedness shall for all purposes of this Agreement be deemed to be the lesser of (i) any contractual limit
on the maximum amount recoverable from such Lien by the holder thereof and (ii) the fair market value of the property that is subject
to such Lien; (d) obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments (other than the
lease obligations in respect of the Audrain Project or the Peno Creek Project); (e) Finance Lease Obligations (other than lease
obligations in respect of the Audrain Project or the Peno Creek Project); (f) Contingent Obligations with respect to Indebtedness
of any other Person; (g) reimbursement obligations under letters of credit, bankers’ acceptances, surety bonds and similar
instruments issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any
way liable; (h) Off-Balance Sheet Liabilities; (i) Attributable Indebtedness under Sale and Leaseback Transactions; (j) Net
Mark-to-Market Exposure under Hedging Transactions; and (k) any other obligation for borrowed money which in accordance with the
Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person (other than current accounts
payable arising in the ordinary course of such Person’s business payable on terms customary in the trade). It is acknowledged and
agreed that any indebtedness arising from the application of ASC Topic 842 Leases as it relates to Operating Leases shall not, except
if constituting Attributable Indebtedness under Sale and Leaseback Transactions, constitute “Indebtedness” hereunder.


 






    	 	16	 



     


    

 


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


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June,
September and December and, in respect of either Borrower, the Availability Termination Date for such Borrower, (b) with
respect to any Daily Simple SOFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month
after the making of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month)
and, in respect of either Borrower, the Availability Termination Date for such Borrower, (c) with respect to any Term SOFR Loan,
the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term SOFR Borrowing
with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months’ duration after the first day of such Interest Period, and, in respect of either Borrower, the Availability
Termination Date for such Borrower and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid and,
in respect of either Borrower, the Availability Termination Date for such Borrower.


 


“Interest Period”
means, with respect to a Term SOFR Borrowing, a period commencing on the date of such Borrowing and ending on but excluding the
day that corresponds numerically to such date one, three or six months (or such other period as each Lender shall have agreed) thereafter;
provided, however, that (a) if any Interest Period commences on the last Business Day of a calendar month or on a
day for which there is no such numerically corresponding day in such next, third or sixth succeeding month (or in the last calendar unit
of such other period as each Lender shall have agreed), such Interest Period shall end on the last Business Day of such next, third or
sixth succeeding month (or of such calendar unit of such other approved period), (b) if an Interest Period would otherwise end on
a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided, however,
that if such next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding
Business Day, (c) no Interest Period in respect of a Borrowing to either Borrower may end after the then effective Availability
Termination Date for such Borrower and (d) no tenor that has been removed from this definition pursuant to Section 3.3(b)(iv) shall
be available for specification in any Borrowing Notice or Conversion/Continuation Notice. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, thereafter, shall be the effective date of the most recent conversion
or continuation of such Borrowing.


 


“IP Indenture”
means the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992, as heretofore or from time to time hereafter
supplemented and amended in compliance herewith and therewith, in each case, between the Borrowing Subsidiary (as successor by merger
to Illinois Power Company, formerly an Illinois corporation and a subsidiary of the Company) and the IP Trustee.


 






    	 	17	 



     


    

 


“IP Trustee”
means The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank, as Trustee, and any other successors
thereto as trustee under the IP Indenture.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuing Bank”
means, at any time, JPMorgan, Barclays, MUFG, BofA, Wells Fargo and each other Person that, with the consent of the Borrowers, shall
have become an Issuing Bank hereunder as provided in Section 2.4(j) (and other than any such Person that shall have ceased
to be an Issuing Bank as provided in Section 2.4(j)), each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank reasonably
acceptable to the applicable Borrower, in which case the term “Issuing Bank” shall include any such Affiliate or branch with
respect to Letters of Credit issued by such Affiliate or branch (it being agreed that such Issuing Bank shall, or shall cause such Affiliate
or branch to, comply with the requirements of Section 2.4 with respect to such Letters of Credit).


 


“Issuing Bank Agreement”
is defined in Section 2.4(j).


 


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


 


“LC Commitment”
means, with respect to any Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.4,
expressed as an amount representing the maximum aggregate permitted amount of the LC Exposure that may be attributable to Letters of
Credit that, subject to the terms and conditions hereof, are required to be issued by such Issuing Bank. The initial amount of each Issuing
Bank’s LC Commitment is set forth on Schedule 2.4B or, in the case of any Issuing Bank that becomes an Issuing Bank hereunder pursuant
to Section 2.4(j), in its Issuing Bank Agreement. The LC Commitment of any Issuing Bank may be increased or reduced by written agreement
between such Issuing Bank and the Borrowers, provided that a copy of such written agreement shall have been delivered to the Administrative
Agent.


 


“LC Commitment Termination
Date” means, as to each Issuing Bank, the Maturity Date; provided that if the Maturity Date shall have been extended
pursuant to Section 2.20 but such Issuing Bank, in its capacity as a Lender, shall have been a Non-Extending Lender, then the LC
Commitment Termination Date shall, as to such Issuing Bank, mean the Maturity Date in effect immediately prior to such extension.


 


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


 






    	 	18	 



     


    

 


“LC Exposure”
means, at any time, the sum, without duplication, of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such
time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the applicable Borrower
at such time. The LC Exposure of any Lender (including any Lender that is an Issuing Bank) at any time shall be its Pro Rata Share of
the total LC Exposure at such time, adjusted to give effect to any reallocation under Section 2.21 of the LC Exposures of Defaulting
Lenders in effect at such time.


 


“LC Participation
Fee” is defined in Section 2.7(b).


 


“Lender-Related
Person” means the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender, each Issuing Bank and each
Related Party of any of the foregoing Persons.


 


“Lenders”
means the financial 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 Section 2.22, in each case until such time as such
Person ceases to be a Lender hereunder. Unless the context otherwise requires, the term “Lenders” includes the Swingline
Lender.


 


“Lending Installation”
means, with respect to a Lender, the office, branch, subsidiary or Affiliate of such Lender set forth in its Administrative Questionnaire
provided to the Administrative Agent in connection herewith or otherwise selected by such Lender pursuant to Section 2.17.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit, in each case, issued for the account
of either Borrower (or any of its subsidiaries to the extent permitted hereunder).


 


“Liabilities”
means any losses, claims, demands, damages or liabilities of any kind.


 


“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 the interest of a vendor or lessor
under any conditional sale, Finance Lease or other title retention agreement, or, in the case of stock, under any stockholders’
agreement, voting trust agreement or any similar arrangement).


 


“Loan Documents”
means this Agreement, any Commitment Increase Amendment, the Notes, if any, issued pursuant to Section 2.14(d) and any other
operative agreement therein designated as being a “Loan Document” executed and delivered by either of the Borrowers and the
Administrative Agent in connection herewith or therewith or contemplated hereby or thereby, as the same may be amended, restated or otherwise
modified and in effect from time to time.


 


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


 


“Mandatorily Convertible
Securities” means, on any date, any mandatorily convertible equity-linked securities issued by the Company or the Borrowing
Subsidiary that meet the following criteria: (a) such securities require no repayments or prepayments and no mandatory redemptions
or repurchases, in each case prior to the date that is 91 days after the Maturity Date and (b) the claims of holders of any such
securities are subordinated to the claims of the Lenders in respect of the Obligations of the Borrowers on terms reasonably satisfactory
to the Administrative Agent. As used in this definition, “mandatory redemption” shall not include conversion of a security
into common stock of the Company or the Borrowing Subsidiary.


 






    	 	19	 



     


    

 


“Material Adverse
Effect” means, with respect to either Borrower, a material adverse effect on (a) the business, property, financial condition,
operations or results of operations of such Borrower and its subsidiaries taken as a whole, (b) the ability of such Borrower to
perform its material obligations under the Loan Documents, or (c) the validity or enforceability of any of the Loan Documents against
such Borrower or the rights or remedies of the Administrative Agent or the Lenders thereunder; provided that in any event none
of (i) any litigation, arbitration, governmental investigation, proceeding, case, contest, hearing or inquiry that is a Disclosed
Matter with respect to such Borrower or (ii) the inability of such Borrower to issue commercial paper will, individually or collectively,
constitute a Material Adverse Effect with respect to such Borrower or, insofar as they result from or relate to any other event or condition,
be taken into consideration in determining whether such other event or condition constitutes a Material Adverse Effect with respect to
such Borrower.


 


“Material Indebtedness”
means any Indebtedness (other than (x) any Indebtedness incurred as part of any Permitted Securitization or any Approved Cost Recovery
Bond, (y) any Indebtedness in respect of which no Borrower or other Subsidiary (other than an SPC or a Project Finance Subsidiary)
is a direct obligor or has any Contingent Obligations (and which is not secured by a Lien on any property of any Borrower or a Subsidiary)
or (z) any obligations in respect of any Hedging Transaction or other swap, forward, future or derivative transaction, option or
similar transaction) in an outstanding principal amount of $100,000,000 or more in the aggregate (or the equivalent thereof in any currency
other than Dollars).


 


“Material Indebtedness
Agreement” means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence
of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material
Indebtedness is outstanding thereunder).


 


“Maturity Date”
means the fifth anniversary of the Restatement Effective Date, as such date may be extended pursuant to Section 2.20; provided
that if such date shall not be a Business Day, then the “Maturity Date” shall be the immediately preceding Business Day.


 


“Maximum Rate”
is defined in Section 9.18.


 


“MNPI”
means material information concerning the Borrowers or their Affiliates or the securities of any of the foregoing that could reasonably
be expected to be material for purposes of the United States federal and state securities laws and that has not been disseminated in
a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act of 1933 and the Securities
Exchange Act of 1934.


 


“Money Pool Agreements”
means, collectively, (a) that certain Fourth Amended Ameren Corporation System Utility Money Pool Agreement, dated as of July 31,
2015, by and among the Company, Ameren Services Company, Union Electric and the Borrowing Subsidiary, as amended, supplemented, restated
or substituted from time to time (including the addition of any of their Affiliates as parties thereto), (b) that certain Ameren
Corporation System Amended and Restated Non-Regulated Subsidiary Money Pool Agreement, dated as of August 31, 2015, by and among
the Company, Ameren Services Company and certain subsidiaries of the Company excluding the Borrowing Subsidiary and Union Electric, as
amended, supplemented, restated or substituted from time to time (including the addition of any of their Affiliates, other than the Borrowing
Subsidiary and Union Electric and their subsidiaries, as parties thereto) and (c) any similar agreements that may be entered into
by the Company and/or any of its subsidiaries from time to time.


 






    	 	20	 



     


    

 


“Moody’s”
is defined in the Pricing Schedule.


 


“Moody’s Rating”
is defined in the Pricing Schedule.


 


“MUFG”
means MUFG Bank, Ltd.


 


“Multiemployer Plan”
means, with respect to a Borrower or a Commonly Controlled Entity of such Borrower, a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which either is required to contribute.


 


“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 Hedging Transactions. “Unrealized losses” means the fair market value of the cost
to such Person of replacing such Hedging Transaction as of the date of determination (assuming the Hedging 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
Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).


 


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


 


“Non-Extending Lender”
is defined in Section 2.20.


 


“Non-Material Subsidiary”
means, with respect to either Borrower, (a) any Inactive Subsidiary and (b) any other Subsidiary of such Borrower which does
not constitute a “significant subsidiary” under Regulation S-X promulgated by the SEC as in effect from time to time; provided
that, with respect to either Borrower, if the combined consolidated assets or combined consolidated revenues of all such Subsidiaries
of such Borrower that are then deemed to be Non-Material Subsidiaries pursuant to clause (b) above, when considered together, represent
(i) 15% or more, in the aggregate, of the consolidated total assets of such Borrower and its subsidiaries or (ii) 15% or more,
in the aggregate, of the consolidated revenues of such Borrower and its subsidiaries, in each case as of the end of or for the most recent
period of four consecutive fiscal quarters covered by annual or quarterly financial statements of such Borrower referred to in Section 5.4
or delivered pursuant to Section 6.1 (including by the filing of such financial statements with the SEC in accordance with the provisions
of such Section), then one or more of such Subsidiaries shall for all purposes of this Agreement be deemed not to be a Non-Material Subsidiary
in descending order based on the amounts (determined on a consolidated basis for such Subsidiary and its consolidated subsidiaries) of
their total assets or revenues, as the case may be, until the circumstances described in clause (i) or (ii) above are eliminated.


 






    	 	21	 



     


    

 


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


 


“Note”
is defined in Section 2.14(d).


 


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


 


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


 


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


 


“Obligations”
means, with respect to either Borrower, all Loans, reimbursement obligations in respect of LC Disbursements, advances, debts, liabilities,
obligations, covenants and duties owing by such Borrower to the Administrative Agent, any Issuing Bank, any Lender, the Arrangers, any
Affiliate of the foregoing or any indemnitee under the provisions of Section 9.10 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. The term includes
all interest, charges, expenses, fees, attorneys’ fees and disbursements, paralegals’ fees (in each case whether or not allowed),
and any other sum chargeable to either Borrower under this Agreement or any other Loan Document.


 


“Off-Balance Sheet
Liability” of a Person means the principal component of (a) any repurchase obligation or liability of such Person with
respect to accounts or notes receivable sold by such Person, (b) any liability under any so-called “synthetic lease”
or “tax ownership operating lease” transaction entered into by such Person, or (c) any obligation arising with respect
to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability
on the consolidated balance sheets of such Person but, in each case, excluding obligations under Operating Leases and Chapter 100 financing
transactions that are not the functional equivalent of or take the place of a borrowing.


 


“Operating Lease”
of a Person means any lease of property by such Person as lessee, or any other agreement conveying to such Person the right to use property,
in each case, that would be characterized as an “operating lease” in accordance with the Agreement Accounting Principles.


 






    	 	22	 



     


    

 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or (except in the case of a Recipient that is a Defaulting Lender) sold or assigned pursuant
to Section 2.19 an interest in any Loan, Letter of Credit, Commitment or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.19).


 


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


 


“Participant Register”
is defined in Section 9.4(c)(iii).


 


“Participants”
is defined in Section 9.4(c)(i).


 


“Payment”
is defined in Section 8.12(a).


 


“Payment Notice”
is defined in Section 8.12(b).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Peno Creek Project”
means the Chapter 100 financing transaction and agreements related thereto entered into between Union Electric and the City of Bowling
Green, Missouri (the “City”) pursuant to which (a) Union Electric conveyed to and leased from the City certain
land and improvements, including four combustion turbine generating units, and (b) the City issued indebtedness (which was purchased
by Union Electric) to finance the acquisition of such property.


 


“Permitted Securitization”
means any sale, grant and/or contribution, or series of related sales, grants and/or contributions, by the Borrowing Subsidiary or any
other subsidiary of the Company of Receivables to a trust, corporation or other entity, where the purchase of such Receivables is funded
or paid for in whole or in part by the incurrence or issuance by the purchaser, grantee or any successor entity of Indebtedness or securities
that are to receive payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided,
however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by an SPC or another
subsidiary of the Company owed to the Company, the Borrowing Subsidiary or any other subsidiary of the Company which (x) represents
all or a portion of the purchase price or other consideration paid by the SPC or other subsidiary of the Company for such Receivables
or interest therein, except for such Indebtedness that at the time it is incurred is expected to be refinanced within 30 days with the
proceeds of investments by Persons that are not Affiliates of the Company in the Indebtedness or securities of an SPC, or (y) is
of a nature and amount that is customarily owed by SPCs to sellers of Receivables in the context of true-sale securitization transactions),
where (a) any recourse, repurchase, hold harmless, indemnity or similar obligations of the Company, the Borrowing Subsidiary or
any other subsidiary of the Company (other than any SPC that is a party to such transaction) in respect of Receivables sold, granted
or contributed, or payments made in respect thereof are customary for transactions of this type, and do not prevent the characterization
of the transaction as a true sale under applicable laws (including debtor relief laws), (b) any recourse, repurchase, hold harmless,
indemnity or similar obligations of any SPC in respect of Receivables sold, granted or contributed, or payments made in respect thereof
are customary for transactions of this type and (c) such securitization transaction is, if required by applicable law, authorized
pursuant to state legislation specifically authorizing such securitizations and, if such legislation so requires, by an order of the
Illinois Commerce Commission.


 






    	 	23	 



     


    




 


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


 


“Plan”
means, with respect to either Borrower or a Commonly Controlled Entity of such Borrower at a particular time, any employee benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or Section 412 of the Code and in respect of which such
Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Platform”
means Intralinks®, ClearPar®, DebtDomain, SyndTrak or any other electronic platform chosen by the Administrative
Agent to be its electronic transmission system.


 


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


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall
Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted
therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board of Governors
(as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change
is publicly announced or quoted as being effective.


 


“Pro Rata Share”
means, at any time, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment
at such time and the denominator of which is the Aggregate Commitment at such time; provided that for purposes of Section 2.21
when a Defaulting Lender shall exist, “Pro Rata Share” shall mean, with respect to a Lender, the percentage of the Aggregate
Commitment (disregarding any Defaulting Lender’s Commitment) at such time represented by such Lender’s Commitment at such
time. If all the Commitments have terminated, each Lender’s Pro Rata Share shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.


 


“Project Finance
Subsidiary” means any Subsidiary created for the purpose of obtaining non-recourse (as to the Borrowers and their other subsidiaries
which are not Project Finance Subsidiaries) financing for any operating asset that is the sole and direct obligor of Indebtedness incurred
in connection with such financing. A Subsidiary shall be deemed to be a Project Finance Subsidiary only from and after the date on which
such Subsidiary is expressly designated as a Project Finance Subsidiary to the Administrative Agent by written notice executed by an
Authorized Officer of the Company or, if a subsidiary of the Borrowing Subsidiary, the Borrowing Subsidiary; provided that in
no event shall the Borrowing Subsidiary be designated or deemed a Project Finance Subsidiary.


 






    	 	24	 



     


    

 


“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.


 


“Rating”
is defined in the Pricing Schedule.


 


“Receivables”
means any (a) accounts receivable, (b) payment intangibles, (c) notes receivable, (d) rights to receive future payments
and related rights of the Borrowing Subsidiary or any other subsidiary of the Company in respect of the recovery of deferred power supply
costs and/or other costs through charges applied and invoiced to customers of the Borrowing Subsidiary or any other subsidiary of the
Company, as authorized by an order of a public utilities commission pursuant to state legislation specifically authorizing the securitization
thereof, or (e) any interests in any of the foregoing.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender (and any Lending Installation with respect thereto) and (c) any Issuing
Bank, as applicable.


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR, 5:00 a.m., Chicago time,
on the day that is two U.S. Government Securities Business Days preceding the date of such setting, and (b) if such Benchmark is
not the Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
is defined in Section 9.4(b)(iv).


 


“Regulation U”
means Regulation U of the Board of Governors as from time to time in effect and any official rulings or interpretations of the Board
of Governors thereunder or thereof.


 


“Regulation X”
means Regulation X of the Board of Governors as from time to time in effect and any official rulings or interpretations of the Board
of Governors thereunder or thereof.


 


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


 






    	 	25	 



     


    

 


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


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA or the regulations issued under Section 4043 of ERISA, other
than those events as to which the 30 day notice period is waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg. § 4043.


 


“Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the Aggregate
Revolving Credit Exposure and the total unused amount of the Aggregate Commitment at such time. For purposes of this definition, Revolving
Credit Exposure of the Lender that is also the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess
of its Pro Rata Share of the aggregate outstanding principal amount of the Swingline Loans, but adjusted to give effect to any reallocation
under Section 2.21 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the unused Commitment of such Lender
shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount.


 


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


 


“Restatement Effective
Date” means December 6, 2022.


 


“Revolving Borrowing”
means a Borrowing comprised of Revolving Loans.


 


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


 


“Revolving Loan”
means any Loan made pursuant to Section 2.1.


 


“S&P”
is defined in the Pricing Schedule.


 


“S&P Rating”
is defined in the Pricing Schedule.


 


“Sale and Leaseback
Transaction” means any sale or other transfer of property by any Person with the intent thereafter to lease such property as
lessee. The amount of any Sale and Leaseback Transaction shall be deemed to equal the Attributable Indebtedness in respect thereof.


 


“Sanctioned
Country” means, at any time, a country, region or territory that is itself the subject or target of any Sanctions (as
of the Restatement Effective Date, the so - called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the
non-government controlled areas of Zaporizhzhia and Kherson, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations
Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person located, operating, organized
or resident in a Sanctioned Country or that is the subject or target of any Sanctions or (c) any Person 50% or more owned or controlled
by any such Person or Persons.


 






    	 	26	 



     


    

 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or by the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.


 


“SEC”
means the Securities and Exchange Commission.


 


“SOFR”
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


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


 


“SOFR Administrator’s
Website” means the NYFRB’s Website or any successor source for the secured overnight financing rate identified as such
by the SOFR Administrator from time to time.


 


“SPC”
means (a) a special purpose, bankruptcy-remote Person formed for the sole and exclusive purpose of engaging in activities in connection
with the purchase, sale and financing of Receivables in connection with and pursuant to a Permitted Securitization, (b) any Hybrid
Vehicle and (c) any special purpose entity formed to effect any issuance of Approved Cost Recovery Bonds.


 


“subsidiary”
of a Person means (a) any corporation more than 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 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.


 


“Subsidiary”
means, with respect to each Borrower, any subsidiary of such Borrower; provided that, in the case of the Company, “Subsidiary”
means only the Borrowing Subsidiary and each other subsidiary of the Company (other than Union Electric and its subsidiaries). Unless
otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company.


 


“Substantial Portion”
means, with respect to the property of a Borrower and its Subsidiaries, property which represents more than 10% of the consolidated assets
of such Borrower and its subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the consolidated
net income of such Borrower and its subsidiaries, in each case, as would be shown in the consolidated financial statements of such Borrower
and its subsidiaries as at the end of or for the most recent period of four consecutive fiscal quarters covered by annual or quarterly
financial statements of such Borrower referred to in Section 5.4 or delivered pursuant to Section 6.1 (including by the filing
of such financial statements with the SEC in accordance with the provisions of such Section).


 






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“Successor Borrower
Requirements” is defined in Section 6.9(a).


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be the sum of (a) its Pro Rata Share of the total Swingline Exposure at such time (excluding, in the case of the
Lender that is the Swingline Lender, the portion thereof attributable to the Swingline Loans outstanding at such time to the extent that
the other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation under
Section 2.21 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of the Lender that
is the Swingline Lender, the total Swingline Exposure at such time less any portion thereof with respect to which the other Lenders shall
have funded their participations in the Swingline Loans.


 


“Swingline Lender”
means JPMorgan, in its capacity as a lender of Swingline Loans hereunder.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.3.


 


“Syndication Agent”
means each of Barclays and MUFG.


 


“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.


 


“Term SOFR”
means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Borrowing”
means a Borrowing comprised of Term SOFR Loans.


 


“Term SOFR Loan”
means a Loan that bears interest at a rate determined by reference to the Adjusted Term SOFR (other than solely as a result of clause
(c) of the definition of Alternate Base Rate).


 






    	 	28	 



     


    

 



 


“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator
and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m., New York City time, on such
Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term
SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR has not occurred, then, so long as such day is otherwise
a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference
Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was
published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than
five U.S. Government Securities Business Days prior to such Term SOFR Determination Day.


 


“Type”
means, with respect to any Borrowing or Loan, its nature as an ABR Borrowing or ABR Loan, a Term SOFR Borrowing or Term SOFR Loan or,
if applicable pursuant to Section 3.3, a Daily Simple SOFR Borrowing or Daily Simple SOFR Loan.


 


“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.


 


“Union Electric”
means Union Electric Company (d/b/a Ameren Missouri), a Missouri corporation and a subsidiary of the Company.


 


“Union Electric
Credit Agreement” means the Amended and Restated Credit Agreement to be entered on or about the date hereof among the Company,
Union Electric, the lenders party thereto and JPMorgan, as administrative agent.


 


“USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” is defined in Section 3.5(e)(ii)(B)(3).


 


“Wells
Fargo” means Wells Fargo Bank, National Association.


 






    	 	29	 



     


    

 


“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 such Person or any other Person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.


 


SECTION 1.2.          Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible,
intangible or mixed assets and properties, including cash, securities, accounts and contract rights. The word “law” shall
be construed as including all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder
having the force of law or with which affected Persons customarily comply). Unless the context requires otherwise, (a) any definition
of or reference to any agreement, instrument or other document (including this Agreement and the other Loan Documents) shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any
statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental
Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”,
 “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (e) references herein to “the date hereof” or “the date of this Agreement”
shall be deemed to refer to the Restatement Effective Date and (f) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.


 






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SECTION 1.3.          Accounting.
Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted
and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with the
Agreement Accounting Principles. If any changes in GAAP or in the application thereof are hereafter required or permitted and are adopted
by either Borrower or any of its subsidiaries with the agreement of its independent registered public accounting firm and such changes
result in a change in the calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions
or terms used therein (“Accounting Changes”), the parties hereto agree, at the request of such Borrower, the Administrative
Agent or the Required Lenders, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner
so as to reflect equitably such changes with the desired result that the criteria for evaluating such Borrower’s and its Subsidiaries’
financial condition or other applicable financial metric shall be the same after such changes as if such changes had not been made; provided,
however, until such provisions are amended in a manner reasonably satisfactory to the Company, the Administrative Agent and the
Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references
in this Agreement to the Agreement Accounting Principles, as they relate solely to such change, shall mean GAAP as of the date of such
amendment. Notwithstanding the foregoing, all financial statements to be delivered by any Borrower pursuant to Section 6.1 shall
be prepared in accordance with GAAP in effect at such time (subject in the case of interim financial statements, to the absence of footnotes
and year-end adjustments). Notwithstanding the foregoing, all accounting terms used in the calculation of any financial covenant or test
shall be interpreted, and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made,
(a) without giving effect to any election under ASC 825 or any similar or successor pronouncement or rule to value any Indebtedness
at “fair value”, as defined therein, (b) without giving effect to any treatment of Indebtedness in respect of convertible
debt instruments under ASC 470-20 or any similar or successor pronouncement or rule to value any such Indebtedness in a reduced
or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof,
provided that nothing in this clause (b) is intended to affect the treatment otherwise set forth herein of Hybrid Securities
and Mandatorily Convertible Securities, and (c) without giving effect to any valuation of Indebtedness below its full stated principal
amount as a result of the application of Accounting Standards Update 2015-03, it being agreed that Indebtedness described in this clause
(c) shall at all times be valued at the full stated principal amount thereof.


 


SECTION 1.4.          Interest
Rates; Benchmark Notification. The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued
or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.3(b) provides
a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for,
and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest
rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar
to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity
as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its Affiliates and/or other
related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative,
successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner
adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain
any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant
to the terms of this Agreement, and shall have no liability to any Borrower, any Lender, any Issuing Bank or any other Person for damages
of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether
in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof)
provided by any such information source or service.


 






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SECTION 1.5.          Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its equity interests at such time.


 


ARTICLE II


 


THE CREDITS


 


SECTION 2.1.          Commitment.
Subject to the terms and conditions set forth in this Agreement, each Lender severally and not jointly agrees to make Revolving Loans
in Dollars to each Borrower from time to time from and including the Restatement Effective Date and prior to the Availability Termination
Date for such Borrower; provided that, after giving effect thereto and to any repayments of outstanding Obligations made with
proceeds of such Revolving Loans, (a) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Commitment, (b) the
Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of the Borrower requesting
such Revolving Loan shall not exceed the Borrower Sublimit of such Borrower. Each Revolving Loan hereunder shall be made as part of a
Revolving Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their Pro Rata Shares. Subject to the
terms and conditions of this Agreement, each Borrower may, severally and not jointly with the other Borrower, borrow, repay and reborrow
Revolving Loans at any time prior to the Availability Termination Date for such Borrower. The commitment of each Lender to lend to a
Borrower hereunder shall automatically terminate on the Availability Termination Date for such Borrower.


 


SECTION 2.2.          Required
Payments. Each Borrower, severally and not jointly with the other Borrower, hereby unconditionally promises to pay (a) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Availability Termination
Date for such Borrower and the date that is 30 days after such Swingline Loan is made; provided that on each date that a Revolving
Loan is made to such Borrower, such Borrower shall repay all Swingline Loans made to such Borrower then outstanding, and (b) to
the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to
such Borrower, (i) in the case of the Company, on the Availability Termination Date for the Company and (ii) in the case of
the Borrowing Subsidiary, on the earlier of the Availability Termination Date for the Borrowing Subsidiary and (without limiting its
ability to reborrow hereunder in accordance with the other terms of this Agreement, including to refinance such Revolving Loans) the
date that is 364 days after the date on which such Revolving Loan is made.


 






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SECTION 2.3.          Swingline
Loans. (a) Subject to the terms and conditions set forth in this Agreement, the Swingline Lender agrees to make Swingline Loans
in Dollars to each Borrower from time to time from and including the Restatement Effective Date and prior to the Availability
Termination Date for such Borrower, provided that, after giving effect thereto and to any repayments of outstanding Obligations made
with proceeds of such Swingline Loans, (i) the aggregate principal amount of the Swingline Loans made to such Borrower and then
outstanding shall not exceed $50,000,000, (ii) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate
Commitment, (iii) the Revolving Credit Exposure of any Lender shall not exceed its Commitment; provided that solely for
purposes of this clause (iii), if the Commitment of the Lender that is the Swingline Lender is less than $50,000,000, such
Commitment shall be deemed to be $50,000,000, (iv) the Borrower Credit Exposure of the Borrower requesting such Swingline Loan
shall not exceed the Borrower Sublimit of such Borrower and (v) in the event the Maturity Date shall have been extended
pursuant to Section 2.20, the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Maturity
Date (other than any portion thereof that shall have been cash collateralized in accordance with Section 2.4(i)) and the
Swingline Exposure attributable to Swingline Loans maturing after such Existing Maturity Date shall not exceed the sum of the
Commitments that shall have been extended pursuant to such extension; provided that the Swingline Lender shall not be required to
make a Swingline Loan to refinance an outstanding Swingline Loan. Subject to the terms and conditions of this Agreement, each
Borrower may, severally and not jointly with the other Borrower, borrow, repay and reborrow Swingline Loans made to it at any time
prior to the Availability Termination Date for such Borrower. The obligation of the Swingline Lender to make Swingline Loans to a
Borrower hereunder shall automatically terminate on the Availability Termination Date for such Borrower.


 


(b) 
To request a Swingline Loan, the applicable Borrower shall submit to the Swingline Lender, with a copy to the Administrative Agent,
a completed Borrowing Notice signed by an Authorized Officer of such Borrower, not later than 3:00 p.m., New York City time, on the day
of the proposed Swingline Loan. Each such Borrowing Notice shall be irrevocable and shall specify (i) the Borrower requesting such
Swingline Loan, (ii) the requested borrowing date, which shall be a Business Day, of such Swingline Loan, (iii) the amount
of such Swingline Loan and (iv) the location and number of the account of the applicable Borrower to which funds are to be disbursed
or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.4(e),
the identity of the Issuing Bank that has made such LC Disbursement. The Administrative Agent will promptly advise the Swingline Lender
of any such notice received from a Borrower. The Swingline Lender shall make each Swingline Loan to be made by it hereunder available
to the applicable Borrower by means of a wire transfer to the account specified in such Borrowing Notice or to the applicable Issuing
Bank, as the case may be, by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.


 






    	 	33	 



     


    

 


(c) 
The Swingline Lender may, by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on
any Business Day, require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.
Such notice shall specify the aggregate principal amount of the Swingline Loans in which the Lenders will be required to participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such
Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees to pay, promptly
upon receipt of notice as provided above (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business
Day, no later than 5:00 p.m., New York City time, on such Business Day, and if received after 12:00 noon, New York City time, on a Business
Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent, for the
account of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not
be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction
or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall
not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.2.
Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the same manner
as provided in Section 2.6(b) with respect to Revolving Loans made by such Lender (and Section 2.6(b) shall apply,
mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly
remit to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower
of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the
applicable Borrower (or other party on behalf of the applicable Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received
by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted
shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required
to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to repay such Swingline Loan.


 


SECTION 2.4.          Letters
of Credit.


 


(a) 
General. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees to issue, upon request
of the Borrowing Subsidiary, Letters of Credit for the Borrowing Subsidiary’s own account or jointly for its own account and the
account of any of its subsidiaries and (ii) each Issuing Bank agrees to issue, upon request of the Company, Letters of Credit for
the Company’s own account or jointly for its own account and the account of any of its subsidiaries, other than the Borrowing Subsidiary
and Union Electric and its subsidiaries, in each case denominated in Dollars and in a form reasonably acceptable to the applicable Issuing
Bank, at any time and from time to time prior to the earlier of the Availability Termination Date for such Borrower and the LC Commitment
Termination Date for such Issuing Bank. The issuance, amendment and extension of Letters of Credit by any Issuing Bank shall be subject
to its customary procedures therefor. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including paragraphs (d) and (e) of
this Section), to be, and shall constitute, a Letter of Credit issued hereunder for the account of the applicable Borrower thereunder.
In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any form of letter of
credit application or other agreement submitted by a Borrower or any of its subsidiaries to, or entered into by a Borrower or any of
its subsidiaries with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.


 






    	 	34	 



     


    

 


(b) 
Notice of Issuance, Amendment or Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment
or extension of an outstanding Letter of Credit (other than an automatic extension permitted under paragraph (c) of this Section)),
the applicable Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested
date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit
to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which
such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit,
the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend or extend such Letter of Credit, together, in the case of a request for an
issuance of a Letter of Credit, with draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank. If
requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if
(and upon issuance, amendment or extension of each Letter of Credit, the applicable Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment or extension, (i) the Aggregate Revolving Credit Exposure will not exceed
the Aggregate Commitment, (ii) the Revolving Credit Exposure of any Lender will not exceed its Commitment, (iii) the Borrower
Credit Exposure of the Borrower requesting such Letter of Credit will not exceed the Borrower Sublimit of such Borrower, (iv) the
portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not, unless such Issuing Bank
shall so agree, exceed the LC Commitment of such Issuing Bank, (v) the LC Exposure will not exceed $275,000,000 and (vi) in
the event the Maturity Date shall have been extended pursuant to Section 2.20, the sum of the LC Exposure attributable to Letters
of Credit expiring after any Existing Maturity Date (other than any portion thereof that shall have been cash collateralized in accordance
with paragraph (i) of this Section) and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Maturity
Date shall not exceed the sum of the Commitments that shall have been extended pursuant to such extension. Notwithstanding the foregoing,
no Issuing Bank shall be required to (A) issue, amend or extend any Letter of Credit (v) other than in Dollars, (w) if
any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain, or by its terms purport to enjoin
or restrain, such Issuing Bank from issuing, amending or extending such Letter of Credit, (x) if any applicable law or any order,
request or directive (whether or not having the force of law) of any Governmental Authority with jurisdiction over such Issuing Bank
shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or impose upon such Issuing Bank any restriction, reserve or capital or liquidity requirement with respect to such Letter
of Credit not in effect on the Restatement Effective Date for which such Issuing Bank is not otherwise compensated (or assured to its
satisfaction that it will be compensated) hereunder or any unreimbursed loss, cost or expense not applicable to such Issuing Bank on
the Restatement Effective Date, which such Issuing Bank deems in good faith to be material to it and for which such Issuing Bank is not
otherwise compensated (or assured to its satisfaction that it will be compensated) hereunder, (y) if such issuance, amendment or
extension would violate one or more policies of such Issuing Bank applicable to letters of credit generally or (z) if, for Letters
of Credit to be issued jointly for the account of either Borrower and any of its subsidiaries in accordance with Section 2.4(a),
the applicable Issuing Bank has not received documentation that it shall have reasonably requested in order to comply with its obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act
and the Beneficial Ownership Regulation, with respect to such subsidiaries, (B) issue any Letter of Credit that is a commercial
letter of credit (as opposed to a standby letter of credit) if such Issuing Bank shall have advised the applicable Borrower that it is
unable or not approved to do so, (C) in the case of any Letter of Credit containing an automatic extension provision, permit the
extension of such Letter of Credit if (x) such Issuing Bank would have no obligation, at such time, to issue such Letter of Credit
under the terms hereof and (y) the Issuing Bank gives notice of the non-extension thereof to the applicable Borrower and the beneficiary
prior to the last date on which, under and pursuant to the terms of such Letter of Credit, such notice will be effective to prevent such
renewal or (D) in the case of any amendment or extension (other than pursuant to automatic extension provisions) of any Letter of
Credit, if such Issuing Bank would have no obligation, at such time, to issue such Letter of Credit under the terms hereof. If the Required
Lenders notify the Issuing Banks that a Default or an Event of Default exists with respect to a requesting Borrower and instruct the
Issuing Banks to suspend the issuance, amendment or extension of Letters of Credit for the account of such Borrower, no Issuing Bank
shall issue, amend or extend (in the case of an automatic extension, only if such notice and instruction is received by the applicable
Issuing Bank at least two Business Days prior to the date by which notice of non-extension must be given by such Issuing Bank) any Letter
of Credit for the account of such Borrower without the consent of the Required Lenders until such notice is withdrawn by the Required
Lenders (and each Lender that shall have delivered such notice agrees promptly to withdraw it at such time as no Default or Event of
Default exists).


 






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(c) 
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after
such extension) and (ii) the date that is five Business Days prior to the LC Commitment Termination Date for the applicable Issuing
Bank; provided that any Letter of Credit may contain customary automatic extension provisions agreed upon by the applicable Borrower
and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a
period of up to 12 months (but not to a date later than the date that is five Business Days prior to the LC Commitment Termination
Date for such Issuing Bank, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part
of such Issuing Bank to prevent any such extension from occurring by giving notice to the beneficiary in advance of any such extension;
provided further that, with the prior consent of the applicable Issuing Bank, a Letter of Credit may be issued or extended with
an expiration date beyond the fifth Business Day prior to the LC Commitment Termination Date for such Issuing Bank, in which case the
applicable Borrower shall deposit, on or prior to the date that is 90 days prior to the LC Commitment Termination Date for such Issuing
Bank, in an account with such Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation
reasonably satisfactory to the Administrative Agent and such Issuing Bank, an amount in cash equal to 101% of the aggregate amount of
all outstanding Letters of Credit issued for its account by such Issuing Bank that have an expiration date later than the fifth Business
Day prior to the LC Commitment Termination Date for such Issuing Bank.


 






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(d) 
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending
the term thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby
grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance
of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such
Issuing Bank, such Lender’s Pro Rata Share of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable
Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded
to the applicable Borrower for any reason, including after the LC Commitment Termination Date for such Issuing Bank. Each Lender acknowledges
and agrees that (i) its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit,
the occurrence and continuance of a Default or an Event of Default, any reduction or termination of the Commitments or any force majeure
or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14
of the ISP) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments and (ii) each
such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees
that, in issuing, amending or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur
any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.2.


 


(e) 
Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower for the
account of which such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date
that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York
City time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than
12:00 noon, New York City time, on (i) the Business Day on which such Borrower receives such notice, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day on which
such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if
such LC Disbursement is not less than $1,000,000, such Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.1 or 2.3 that such payment be financed with an ABR Borrowing or a Swingline Loan to such Borrower in
an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced
by the resulting ABR Borrowing or Swingline Loan, as applicable. If such Borrower fails to make such payment when due, the applicable
Issuing Bank shall give prompt notice and details thereof to the Administrative Agent, whereupon the Administrative Agent shall notify
each Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Pro
Rata Share thereof. Promptly following receipt of such notice (and in any event, if such notice is received by 12:00 noon, New York City
time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day, and if received after 12:00 noon, New York
City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Lender
shall pay to the Administrative Agent its Pro Rata Share of the payment then due from such Borrower, in the same manner as provided in
Section 2.6(b) with respect to Loans made by such Lender (and Section 2.6(b) shall apply, mutatis mutandis,
to the payment obligations of the Lenders under this paragraph), and the Administrative Agent shall promptly pay to such Issuing Bank
the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders
have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than
the funding of an ABR Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Borrower
of its obligation to reimburse such LC Disbursement.


 






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(f) 
Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of
this Section in respect of Letters of Credit issued for its account shall be several and not joint with the other Borrower, shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing
Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit, (iv) any force majeure or other event that under any rule of law or uniform practices to which any Letter of
Credit is subject (including Section 3.14 of the ISP) permits a drawing to be made under such Letter of Credit after the stated
expiration date thereof or of the Commitments or (v) any other event or circumstance whatsoever, whether or not similar to any of
the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, such Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any
of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to
in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, document, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the
applicable Issuing Bank; provided that the foregoing shall not be construed to release or excuse an Issuing Bank from liability
to a Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect
of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such
Issuing Bank’s wrongful honor or rejection of any drawing under such Letter of Credit to the extent arising out of the Issuing
Bank’s gross negligence, bad faith or willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance
of the foregoing and without limiting the generality thereof, but subject to any non-waivable provisions of the laws and/or other rules to
which a Letter of Credit is subject, the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment
upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 






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(g) 
Disbursement Procedures. The Issuing Bank that is the issuer of any Letter of Credit shall, within the time allowed by
applicable law or the specific terms of such Letter of Credit following its receipt thereof, examine all documents purporting to represent
a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent
and the applicable Borrower by telephone or email (and, in the case of telephonic notice, promptly confirmed by email) of such demand
for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that such notice need
not be given prior to payment by such Issuing Bank and any failure to give or delay in giving such notice shall not relieve such Borrower
of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h) 
Interim Interest. If an Issuing Bank shall make any LC Disbursement in respect of any Letter of Credit, then, unless the
Borrower for the account of which such Letter of Credit was issued shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date on which such LC Disbursement is made
to but excluding the date on which such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans
made to such Borrower; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.12 shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing
Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse such Issuing Bank for the applicable LC Disbursement shall be for the account of such Lender to the extent of such payment,
and shall be payable on demand or, if no demand has been made, on the date on which the applicable Borrower reimburses such Issuing Bank
for the applicable LC Disbursement in full.


 






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(i) 
Cash Collateralization. If any Event of Default with respect to a Borrower shall occur and be continuing and the Required
Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 50% of the total
LC Exposure) shall have terminated the Commitments insofar as they are available to such Borrower or accelerated the maturity of any
Loans of such Borrower, in either case as a result of such Event of Default (and unless and until any such termination or acceleration
has been rescinded), then on the Business Day that such Borrower receives notice from the Administrative Agent or the Required Lenders
(or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, such Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks and the Lenders, an amount in cash equal to 101%
of the portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower; provided
that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to such Borrower
described in Section 7.1(f) or  7.1(g). The Borrowers shall also deposit cash collateral in accordance with this paragraph
as and to the extent required by Section 2.21. Each such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the Obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made only if and to the extent requested by the applicable Borrower and then only at the
option and sole discretion of the Administrative Agent, and all at such Borrower’s risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied
by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements under outstanding Letters of Credit issued for the account
of the applicable Borrower for which it has not been reimbursed, together with related fees, costs and customary processing charges and,
to the extent not so applied and subject to the return thereof required as set forth below, shall be held for the satisfaction of future
reimbursement obligations under Letters of Credit issued for the account of such Borrower or, if the maturity of the Loans has been accelerated
(but subject to (x) the consent of such Lenders with LC Exposures representing greater than 50% of the total LC Exposure and (y) in
the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining
cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied
to satisfy other Obligations of such Borrower under this Agreement. If either Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned
to such Borrower within three Business Days after all Events of Default with respect to such Borrower have been cured or waived and,
if Loans or other Obligations (other than any unasserted contingent indemnity claims) of such Borrower have been accelerated, all such
Loans and other Obligations of such Borrower have been repaid (or such acceleration has been rescinded). If either Borrower is required
to provide an amount of cash collateral hereunder pursuant to Section 2.21, such amount (to the extent not applied as aforesaid),
shall be returned to such Borrower as provided in such Section. If at any time the cash collateral of either Borrower shall exceed 101%
of such portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower, the Administrative
Agent shall apply such excess funds to the payment of such Borrower’s outstanding Obligations (other than contingent Obligations
in respect of Letters of Credit that are fully collateralized and unasserted contingent indemnification claims) or (x) if no such
Obligations are then due and owing and no Event of Default with respect to such Borrower shall exist, shall release such excess funds
to such Borrower or (y) if no such Obligations are outstanding (other than contingent Obligations in respect of Letters of Credit
which are fully collateralized and unasserted contingent indemnification claims), such excess amount shall be released to such Borrower
notwithstanding the existence of an Event of Default in respect of such Borrower.


 






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(j) 
Designation of Additional Issuing Banks; Termination of Appointment of Issuing Banks. From time to time, the Borrowers
may, by notice to the Administrative Agent and the Lenders, designate as additional Issuing Banks one or more Lenders that agree to serve
in such capacity as provided below. The acceptance by a Lender of any appointment as an Issuing Bank hereunder shall be evidenced by
an agreement (an “Issuing Bank Agreement”), which shall be in a form satisfactory to the Borrowers and the Administrative
Agent, shall set forth the LC Commitment of such Lender and shall be executed by such Lender, the Borrowers and the Administrative Agent
and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing
Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing
Bank” shall be deemed to include such Lender in its capacity as an Issuing Bank. If the Maturity Date shall be extended beyond
the LC Commitment Termination Date of any Issuing Bank that is a Non-Extending Lender, the appointment of such Issuing Bank shall be
terminated effective as of the Existing Maturity Date, at which time the Borrowers shall pay any unpaid fees accrued for the account
of the terminated Issuing Bank pursuant to Section 2.7(b). Notwithstanding the effectiveness of any such termination, the terminated
Issuing Bank shall remain a party hereto and shall continue to have all rights as an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such termination, but shall not issue, amend or extend any Letters of Credit.


 


(k) 
Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank
shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent,
upon the reasonable request of the Administrative Agent, periodic activity (for such period or recurrent periods as shall be requested
by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions and amendments,
all expirations and cancelations and all disbursements and reimbursements.


 


(l) 
LC Exposure Determination. For all purposes of this Agreement, (i) the amount of a Letter of Credit that, by its terms,
provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time of determination,
and (ii) if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder
by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International
Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13
or Rule 3.14 of the ISP, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be
in effect at the applicable time) or similar terms in the governing rules or laws or of the Letter of Credit itself, or if compliant
documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”
in the amount so remaining available to be paid, and the obligations of the applicable Borrower and each Lender hereunder shall remain
in full force and effect until the Issuing Banks and the Lenders shall have no further obligations to make any payments or disbursements
under any circumstances with respect to any Letter of Credit.


 


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


 






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SECTION 2.5.          Types
and Minimum Amounts of Borrowings. Revolving Borrowings may be ABR Borrowings, Term SOFR Borrowings or, if applicable pursuant to
Section 3.3, Daily Simple SOFR Borrowings, as selected by the applicable Borrower in accordance with Sections 2.6 and 2.10. Swingline
Loans may only be ABR Loans. At the commencement of each Interest Period for any Term SOFR Borrowing, and at the time each other Borrowing
is made, such Borrowing shall be in the minimum amount of $5,000,000 (and in a multiple of $1,000,000 if in excess thereof); provided
that (a) any Term SOFR Borrowing that results from a continuation of an outstanding Term SOFR Borrowing may be in an aggregate
amount that is equal to such outstanding Borrowing, (b) any ABR Borrowing (including any Swingline Loan) to a Borrower may be in
the amount that is required to finance the reimbursement by such Borrower of an LC Disbursement as contemplated by Section 2.4(e) and
(c) any Borrowing to a Borrower may be in the amount equal to the lesser of the Available Aggregate Commitment and the amount by
which the Borrower Sublimit of such Borrower exceeds the Borrower Credit Exposure of such Borrower. Borrowings of more than one Type
may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 (or such greater number
as shall have been consented to by the Administrative Agent in its sole discretion) Term SOFR Borrowings and Daily Simple SOFR Borrowings
outstanding at the same time.


 


SECTION 2.6.          Requests
for Revolving Borrowings; Funding of Revolving Loans. (a) To request a Revolving Borrowing, the applicable Borrower shall submit
to the Administrative Agent a completed Borrowing Notice signed by an Authorized Officer of such Borrower not later than 1:00 p.m., New
York City time, on the requested borrowing date in the case of an ABR Borrowing, on the third U.S. Government Securities Business Day
prior to the requested borrowing date in the case of any Term SOFR Borrowing or, if applicable pursuant to Section 3.3, on the third
U.S. Government Securities Business Day prior to the requested borrowing date in the case of any Daily Simple SOFR Borrowing. Each Borrowing
Notice shall be irrevocable and shall specify:


 


(i)               the
Borrower requesting such Revolving Borrowing;


 


(ii)             the
requested borrowing date, which shall be a Business Day;


 


(iii)             the
aggregate principal amount of such Revolving Borrowing;


 


(iv)            the
Type of such Revolving Borrowing;


 


(v)             in
the case of each Term SOFR Borrowing, the Interest Period applicable thereto, and


 


(vi)            the
location and number of the account of the applicable Borrower to which funds are to be disbursed or, in the case of an ABR Borrowing
requested to finance the reimbursement of an LC Disbursement as provided in Section 2.4(e), the identity of the Issuing Bank that
has made such LC Disbursement.


 






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If no election as to the Type of Revolving Borrowing
is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect
to any requested Term SOFR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s
duration.


 


(b) 
The Administrative Agent shall provide prompt written notice to each Lender of each Borrowing Notice received by the Administrative
Agent in accordance with this Section 2.6, specifying the amount of such Lender’s Revolving Loan to be made as part of the
requested Revolving Borrowing. Not later than 3:00 p.m., New York City time, on the applicable requested borrowing date, each Lender
shall make available its Revolving Loan or Revolving Loans, in immediately available funds in Dollars, at such account of the Administrative
Agent as the Administrative Agent shall have most recently specified for such purpose by notice to the Lenders. The Administrative Agent
will promptly make the funds so received from the Lenders available to the applicable Borrower by remitting such funds to an account
of such Borrower designated by such Borrower in the applicable Borrowing Notice; provided that ABR Loans made to refinance the
reimbursement of an LC Disbursement as provided in Section 2.4(e) shall be remitted by the Administrative Agent to the applicable
Issuing Bank specified by such Borrower in the applicable Borrowing Notice.


 


SECTION 2.7.          Facility
Fee; Letter of Credit Fees.


 


(a) 
Facility Fee. Subject to Section 2.21, each Borrower agrees, severally and not jointly with the other Borrower, to
pay to the Administrative Agent for the account of each Lender a facility fee (the “Facility Fee”) at a per annum
rate equal to such Borrower’s Applicable Fee Rate on its Contribution Percentage of the amount of such Lender’s Commitment
(whether used or unused) from and including the Restatement Effective Date to and including the Availability Termination Date for such
Borrower; provided that if any Lender continues to have Revolving Credit Exposure attributable to such Borrower after the Availability
Termination Date for such Borrower (excluding any such Revolving Credit Exposure in respect of LC Exposure which is cash collateralized
hereunder), then the Facility Fee shall continue to accrue on the aggregate principal amount of such Revolving Credit Exposure until
such Lender ceases to have any such Revolving Credit Exposure. Facility Fees accrued through and including the last day of March, June,
September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the
first such date to occur after the Restatement Effective Date; provided that all Facility Fees accrued for the account of such
Borrower shall be payable on the Availability Termination Date for such Borrower and any such Facility Fees accruing after the Availability
Termination Date for such Borrower shall be payable on demand.


 






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(b) 
Letter of Credit Fees. Each Borrower agrees, severally and not jointly with the other Borrower, to pay (i) to the
Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit issued
for the account of such Borrower (the “LC Participation Fee”), which shall accrue at a per annum rate equal to such
Borrower’s Applicable Fee Rate on the average daily amount of that portion of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during
the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank for its own account
a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank
on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such
Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
Effective Date to but excluding the later of the date of termination of such Issuing Bank’s LC Commitment and the date on which
there ceases to be any such LC Exposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as each
Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit issued by such Issuing
Bank for the account of such Borrower or processing of drawings thereunder. LC Participation Fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall be payable on the 15th day following such
last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees accrued
for the account of such Borrower shall be payable on the Availability Termination Date for such Borrower and any such fees accruing after
the Availability Termination Date for such Borrower shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to
this paragraph shall be payable promptly upon receipt of an invoice therefor in reasonable detail.


 


SECTION 2.8.          Termination
of and Reductions in Aggregate Commitment and Borrower Sublimits. Unless previously terminated, the Commitments will automatically
terminate on the Maturity Date. The Company (on behalf of itself and the Borrowing Subsidiary) may permanently reduce (subject to its
right pursuant to Section 2.22 to subsequently increase) the Aggregate Commitment (with or without reducing the Borrower Sublimit
of either Borrower), and (without limiting the foregoing) the Borrowing Subsidiary or the Company, as applicable, may permanently reduce
its Borrower Sublimit (with or without reducing the Aggregate Commitment), in each case, in whole or in part and without penalty or premium,
in integral multiples of $5,000,000, upon at least three Business Days’ written notice to the Administrative Agent, which notice
shall specify, as applicable, (a) the aggregate amount of any such reduction and/or (b) the individual amount by which the
applicable Borrower Sublimit shall be reduced; provided, however, that (i) the amount of the Aggregate Commitment may not be reduced
below the Aggregate Revolving Credit Exposure and (ii) the Borrower Sublimit of either Borrower may not be reduced below the Borrower
Credit Exposure of such Borrower, in each case, giving effect to any prepayment to be made on such date. Each such notice delivered by
any Borrower pursuant to this Section 2.8 may state that such notice is conditioned upon the occurrence of one or more events specified
therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any reduction of the Aggregate Commitment under this paragraph shall reduce ratably
the Commitments of all the Lenders.


 






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SECTION 2.9.          Optional
Principal Payments. Each Borrower may from time to time prepay, without penalty or premium, any outstanding ABR Revolving Borrowing
of such Borrower, or any portion of such outstanding ABR Revolving Borrowing, in a minimum aggregate amount of $5,000,000 or any integral
multiple of $1,000,000 in excess thereof, upon at least one Business Day’s prior written notice to the Administrative Agent. Each
Borrower may from time to time prepay, without penalty or premium, any outstanding Swingline Loan of such Borrower, or any portion of
such outstanding Swingline Loan, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof,
upon at least one Business Day’s prior notice to the Swingline Lender and the Administrative Agent. Each Borrower may from time
to time prepay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium,
any outstanding Term SOFR Borrowing of such Borrower, or any portion of such outstanding Term SOFR Borrowing, in a minimum aggregate
amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, upon at least three U.S. Government Securities Business
Days’ prior written notice to the Administrative Agent. Each Borrower may from time to time prepay, without penalty or premium,
any outstanding Daily Simple SOFR Borrowing of such Borrower, or any portion of such outstanding Daily Simple SOFR Borrowing, in a minimum
aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, upon at least three U.S. Government Securities
Business Days’ prior written notice to the Administrative Agent. Any optional prepayment of any Revolving Borrowing under this
Section shall be applied ratably to the Revolving Loans of all the Lenders comprising such Revolving Borrowing. Each such notice
delivered by any Borrower pursuant to this Section 2.9 may state that such notice is conditioned upon the occurrence of one or more
events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior
to the specified prepayment date) if such condition is not satisfied. Failure to make any optional payment of Borrowings under this Section 2.9
on the date specified by the applicable Borrower to the Administrative Agent or, if applicable, the Swingline Lender shall not constitute
an Event of Default.


 


SECTION 2.10.        Conversion
and Continuation of Revolving Borrowings. ABR Borrowings shall continue as ABR Borrowings unless and until such ABR Borrowings are
converted into Term SOFR Borrowings or, if applicable pursuant to Section 3.3, Daily Simple SOFR Borrowings pursuant to this Section 2.10
or are repaid in accordance with Section 2.9. If applicable pursuant to Section 3.3, Daily Simple SOFR Borrowings shall continue
as Daily Simple SOFR Borrowings unless and until such Daily Simple SOFR Borrowings are converted into ABR Borrowings pursuant to this
Section 2.10 or are repaid in accordance with Section 2.9. Each Term SOFR Borrowing shall continue as a Term SOFR Borrowing
until the end of the then applicable Interest Period therefor, at which time such Term SOFR Borrowing shall be automatically continued
as a Term SOFR Borrowing with an Interest Period of one month (unless such continuation would otherwise be prohibited hereunder, in which
case such Term SOFR Borrowing shall be converted into an ABR Borrowing) unless (x) such Term SOFR Borrowing is or was repaid in
accordance with Section 2.9 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice requesting that, at the end of such Interest Period, such Term SOFR Borrowing either continue as a Term SOFR Borrowing for the
same or another Interest Period or be converted to an ABR Borrowing. Subject to the terms of Section 2.5, a Borrower may elect from
time to time to convert all or any part of any Borrowing of any Type into any other Type or Types; provided that any conversion
of any Term SOFR Borrowing shall be made on, and only on, the last day of the Interest Period applicable thereto. Notwithstanding anything
to the contrary contained in this Section 2.10, during the continuance of an Event of Default with respect to a Borrower, the Administrative
Agent may (or shall at the direction of the Required Lenders), by notice to such Borrower, declare that no Borrowing of such Borrower
may be made, converted or continued as a Term SOFR Borrowing or, if applicable pursuant to Section 3.3, a Daily Simple SOFR Borrowing;
provided that no such notice shall be required in the case of an Event of Default with respect to such Borrower described in Section 7.1(f) or
  7.1(g), and during the continuance of such Event of Default no Borrowing of such Borrower may be made, converted or continued as
a Term SOFR Borrowing or, if applicable pursuant to Section 3.3, a Daily Simple SOFR Borrowing. To request any conversion or continuation
pursuant to this Section 2.10, the applicable Borrower shall submit to the Administrative Agent a completed Conversion/Continuation
Notice signed by an Authorized Officer of such Borrower by the time that a Borrowing Notice would be required to be delivered under Section 2.6
if such Borrower were requesting a Revolving Borrowing of the Type resulting from such request to be made on the effective date of the
requested conversion or continuation. Each Conversion/Continuation Notice shall be irrevocable and shall specify:


 


		(i)	the
                                            requested date, which shall be a Business Day, of such conversion or continuation,



 






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		(ii)	the
                                            aggregate amount and Type of the Revolving Borrowing to be converted or continued, and



 


		(iii)	the
                                            aggregate amount and Type of each Revolving Borrowing resulting from such conversion or continuation,
                                            and



 


		(iv)	if
                                            any resulting Revolving Borrowing is to be a Term SOFR Borrowing, the Interest Period applicable
                                            thereto.



 


If any Conversion/Continuation
Notice requests a Term SOFR Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration.


 


This Section 2.10 shall
not apply to Swingline Loans, which may not be converted or continued.


 


SECTION 2.11.          Interest
Rates; Interest Payment Dates. (a) Each ABR Borrowing (including each Swingline Loan) shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Borrowing is made or is converted to (but excluding) the
date it is repaid or is converted pursuant to Section 2.10, as applicable, at a rate per annum equal to the Alternate Base Rate
plus the Applicable Margin applicable to such Borrower for such day. Changes in the rate of interest on any ABR Borrowing will take
effect simultaneously with each change in the Alternate Base Rate.


 


(b) 
Each Term SOFR Borrowing shall bear interest on the outstanding principal amount thereof, for each day from and including the
first day of the Interest Period applicable thereto to (but excluding) the earlier of the last day of such Interest Period or the date
it is repaid, at a rate per annum equal to the Adjusted Term SOFR applicable to such Interest Period plus the Applicable Margin applicable
to such Borrower for such day.


 


(c) 
Each Daily Simple SOFR Borrowing (if such Type of Borrowing is applicable pursuant to Section 3.3) shall bear interest on
the outstanding principal amount thereof, for each day from and including the date such Borrowing is made or is converted to (but excluding)
the date it is repaid or is converted pursuant to Section 2.10, as applicable, at a rate per annum equal to the Adjusted Daily Simple
SOFR plus the Applicable Margin applicable to such Borrower for such day. Changes in the rate of interest on any Daily Simple SOFR Borrowing
will take effect simultaneously with each change in the Adjusted Daily Simple SOFR.


 






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(d) 
Interest accrued on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, commencing with the first
such date to occur after the Restatement Effective Date and, in the case of Loans of any Borrower, on the Availability Termination Date
for such Borrower; provided that (i) interest accrued pursuant to Section 2.12 shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan of any Borrower prior to
the Availability Termination Date for such Borrower), accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any conversion of any Term SOFR Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


SECTION 2.12.          Default
Interest. Notwithstanding the foregoing, if any principal of any Loan is not paid when due, or if any interest on any Loan or any
fee or other amount payable by either Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise
(in each case, after giving effect to any applicable grace period with respect to such payment), such overdue amount shall bear interest,
commencing on the day after such amount shall have become due in the case of principal and on the second Business Day after such amount
shall have become due (in each case, after giving effect to any applicable grace period with respect to such payment) in the case of
other amounts, after as well as before judgment, at a rate per annum equal to (a) in the case of overdue principal of any Loan,
2% per annum plus the rate otherwise applicable to such Loan as provided in Section 2.11 or (b) in the case of any other amount,
2% per annum plus the rate applicable to ABR Borrowings to such Borrower as provided in Section 2.11.


 


SECTION 2.13.          Method
of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction or counterclaim, in immediately available
funds to such account of the Administrative Agent as shall be specified in writing by the Administrative Agent reasonably in advance
of the date any such payment is required to be made, by 12:00 noon, New York City time, on the date when due; provided that payments
specified hereunder to be made directly to any Issuing Bank or the Swingline Lender and payments pursuant to Sections 3.1, 3.2,
3.4, 3.5 and 9.10 to any Person shall be so made to such account of such Issuing Bank, the Swingline Lender or such other Person,
as the case may be, as shall be specified in writing by it reasonably in advance of the date any such payment is required to be made.
If any payment of principal of or interest on any Loan, any fees or any other amounts payable to the Administrative Agent, any Issuing
Bank or any Lender hereunder shall become due on a day that is not a Business Day, such payment shall be made on the next succeeding
Business Day and, in the case of principal payment, such extension of time shall be included in computing interest and fees in connection
with such payment. Each payment delivered to the Administrative Agent for the account of any other Person shall be delivered promptly
by the Administrative Agent to such other Person in the same type of funds that the Administrative Agent received. All payments hereunder
and under the other Loan Documents shall be made in Dollars. The Administrative Agent is hereby authorized, at any time when an Event
of Default shall have occurred and be continuing, to charge the respective accounts of each Borrower maintained with JPMorgan for each
payment of principal, interest and fees owed by such Borrower as such payment becomes due hereunder.


 






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SECTION 2.14.          Evidence
of Indebtedness; Notes.


 


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


 


(b) 
The Administrative Agent shall also maintain accounts in which it will record (i) the date and the amount of each Loan made
to each Borrower hereunder, the Type thereof and the Interest Period (in the case of a Term SOFR Borrowing) with respect thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (iii) the
effective date of and amount assigned pursuant to each Assignment and Assumption delivered to and accepted by it pursuant to Section 9.4
and the parties thereto, (iv) the amount of any sum received by the Administrative Agent hereunder from each Borrower and each Lender’s
share thereof and (v) all other appropriate debits and credits as provided in this Agreement, including all fees, charges, expenses
and interest.


 


(c) 
The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie
evidence absent manifest error 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 such Borrower to repay the Obligations in accordance with their terms.


 


(d) 
Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit D (a “Note”).
In such event, the applicable Borrower shall prepare, execute and deliver to such Lender such Note payable to such Lender. Thereafter,
the Loans evidenced by such Note and interest thereon shall at all times (prior to any assignment pursuant to Section 9.4) be represented
by one or more Notes payable to the payee named therein, except to the extent that any such Lender subsequently returns any such Note
for cancellation and requests that such Loans once again be evidenced by a Note.


 


SECTION 2.15.          Interest
and Fee Basis. Interest on Term SOFR Loans, Daily Simple SOFR Loans and fees hereunder shall be calculated for actual days elapsed
on the basis of a 360-day year. Interest on ABR Loans (including Swingline Loans), at times when the Alternate Base Rate is based on
the Prime Rate, shall be calculated for actual days elapsed on the basis of a 365-day year (or, in the case of a leap year, a 366-day
year), and in each other case shall be calculated for the actual number of days elapsed on the basis of a 360-day year. Interest shall
be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received at the place of payment
prior to 12:00 noon, New York City time.


 


SECTION 2.16.          Notification
of Borrowings, Interest Rates, Prepayments and Commitment Reductions. Promptly after receipt thereof, the Administrative Agent
will notify each Lender of the contents of each Aggregate Commitment or Borrower Sublimit reduction notice, Borrowing Notice, Conversion/Continuation
Notice and repayment notice received by it hereunder. The Administrative Agent will notify the applicable Borrower and each Lender of
the interest rate applicable to each Term SOFR Borrowing promptly upon determination of such interest rate and will give each Borrower
and each Lender prompt notice of each change in the Alternate Base Rate.


 






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SECTION 2.17.          Lending
Installations. Each Lender may, subject to its obligations under Section 3.8, 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 Borrowers in accordance with Article IX, 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 2.18.          Non-Receipt
of Funds by the Administrative Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Administrative
Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender, the
proceeds of a Loan or any payment under Section 2.4(e) or (b) in the case of a Borrower, a payment of principal, interest,
fees or other amounts to the Administrative Agent for the account of the Lenders or the Issuing Banks, that it does not intend to make
such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated
to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Issuing Bank
or such Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available, together with interest thereon
in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the
date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender or an Issuing
Bank, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation and (ii) in the case of payment by a Borrower, if such payment is of a principal, the interest rate applicable
to the relevant Loan or, otherwise, the interest rate applicable to the ABR Loans for such Borrower.


 






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SECTION 2.19.          Replacement
of Lender. If (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any
Lender or, in the case of Section 3.5, to any Governmental Authority for the account of any Lender, (b) any Lender is a Non-Extending
Lender, (c) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event,
(d) any Lender invokes Section 3.6 or 9.6 or (e) any Lender has advised that it will not consent to any waiver or amendment
of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting
Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders
or as to all affected Lenders, as applicable) shall be obtained (any Lender subject to any of the foregoing clauses (a), (b), (c),
(d) or (e) being an “Affected Lender”), the Borrowers may elect (i) in the case of the foregoing clauses (a),
(b), (c), (d) or (e) (but only if such additional payment continues to be required, such Lender continues to be a Non-Extending
Lender, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject
of a Bankruptcy Event, Section 3.6 or 9.6 continues to be invoked or such Lender continues to be a non-consenting Lender),
to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders) or (ii) in all cases,
to replace such Affected Lender and its Commitment (including with one or more Lenders that agree thereto); provided that (A) in
the case of any termination of the Commitment of an Affected Lender, (1) no Default or Event of Default shall have occurred and
be continuing at the time of such termination and (2) after giving effect to such termination, (x) the Aggregate Revolving
Credit Exposure would not exceed the Aggregate Commitment and (y) the Borrower Credit Exposure of either Borrower would not exceed
the Borrower Sublimit of such Borrower, in each case, after giving effect to all prepayments of the Obligations to be made in connection
therewith, (B) in the case of any replacement of an Affected Lender, one or more Eligible Assignees which are approved by the Borrowers,
the Administrative Agent, the Swingline Lender and each Issuing Bank (such approval not to be unreasonably withheld, conditioned or delayed)
shall purchase for cash at face amount the aggregate principal amount of the Loans and assume the Commitment and all other obligations
of such Affected Lender as of the time of such replacement, in each case, in accordance with Section 9.4, and (C) in the case
of any termination of the Commitment or replacement of an Affected Lender, each Borrower shall pay to such Affected Lender in immediately
available funds on the day of termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (B),
all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued
but unpaid for the account of such Affected Lender to the extent constituting Obligations of such Borrower hereunder, including payments
due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and, except in the case of a Defaulting Lender, an amount, if any, equal
to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the
Loans of such Affected Lender been prepaid on such date pursuant to Section 2.9. Each party hereto agrees that an assignment required
pursuant to this Section 2.19 may be effected pursuant to an Assignment and Assumption executed by the Borrowers, the Administrative
Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.


 






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SECTION 2.20.          Extension
of Maturity Date. The Company, on behalf of both Borrowers, may, on not more than two occasions since the Restatement Effective Date,
by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) request (an “Extension
Request”) that the Lenders extend the then effective Maturity Date (the “Existing Maturity Date”) for an
additional period of one year from the Existing Maturity Date, effective as of a date specified in such notice; provided that
the Maturity Date, as so extended, may not be more than five years from the date of effectiveness of such extension. Each Lender shall,
by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s
receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to
a requested extension being called an “Extending Lender” and each Lender declining to agree to a requested extension
being called a “Non-Extending Lender”). Any Lender that has not so advised the Company and the Administrative Agent
by such day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Lender. If Lenders constituting
the Required Lenders shall have agreed to an Extension Request, then the Maturity Date shall, as to the Extending Lenders, be extended
to the first anniversary of the Existing Maturity Date. The decision of any Lender to agree or withhold agreement to any Extension Request
shall be at the sole discretion of such Lender. The Commitment of any Non-Extending Lender shall terminate on the Existing Maturity Date.
The principal amount of any outstanding Loans made by the Non-Extending Lenders, together with any accrued interest thereon and any accrued
fees and other amounts payable to or for the accounts of the Non-Extending Lenders hereunder, shall (in each case, solely with respect
to the Non-Extending Lenders and no other Lenders) be due and payable on the Existing Maturity Date, and on the Existing Maturity Date
each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments
and to the termination of the Commitments of, and all payments to, the Non-Extending Lenders pursuant to this sentence, (a) the
Aggregate Revolving Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall
not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such
Borrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section unless (i) on
the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all
references to the “Credit Extension Date” therein shall be deemed to refer to such effective date, (B) all references
to a “Credit Extension” therein shall be deemed to refer to such extension and (C) all references to the “Restatement
Effective Date” in (x) Section 4.2(b) as it relates to Sections 5.5, 5.7 and 5.11 and (y) in Sections 5.5,
5.7 and 5.11 shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in
Section 4.2 as of such date) shall be satisfied as of such date and (ii) the Administrative Agent shall have received a certificate
to that effect dated such effective date and executed by an Authorized Officer of the Company. Notwithstanding any other provision of
this Agreement, the Swingline Lender shall have no obligation to make or continue a Swingline Loan after the Existing Maturity Date unless
the Swingline Lender shall have consented to the applicable Extension Request (such consent to be deemed given if the Swingline Lender
is an Extending Lender) and no Issuing Bank shall have any obligation to issue any Letter of Credit expiring after the Existing Maturity
Date, or to amend or extend any Letter of Credit such that it would expire after the Existing Maturity Date, unless such Issuing Bank
shall have consented to the applicable Extension Request (such consent to be deemed given if such Issuing Bank is an Extending Lender).
In connection with any extension of the Maturity Date under this Section 2.20, the Administrative Agent and the Borrowers may, without
the consent of any Lender, effect such amendments to this Agreement as may be necessary or appropriate, in the opinion of the Administrative
Agent, to give effect to the provisions of this Section 2.20; provided that the Administrative Agent shall post such amendment
to the Lenders (which may be posted to the Platform) reasonably promptly after the effectiveness thereof.


 


SECTION 2.21.          Defaulting
Lenders.


 


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


 


		(i)	Facility
                                            Fees shall cease to accrue on the unused portion of such Defaulting Lender’s Commitment.



 






    	 	51	 



     


    

 


		(ii)	The
                                            Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included
                                            in determining whether the Required Lenders or other requisite Lenders have taken or may
                                            take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.1);
                                            provided that any waiver, amendment or modification requiring the consent of all Lenders
                                            or each affected Lender shall require, except as otherwise provided in Section 9.1,
                                            the consent of such Defaulting Lender.



 


		(iii)	If
                                            any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting
                                            Lender, then all or any part of such Defaulting Lender’s Swingline Exposure and LC
                                            Exposure (other than (x) in the case of a Defaulting Lender that is the Swingline Lender,
                                            any portion of such Swingline Exposure referred to in clause (b) of the definition of
                                            the term “Swingline Exposure” and (y) any portion of such Swingline Exposure
                                            or LC Exposure with respect to which such Defaulting Lender shall have funded its participation
                                            as contemplated by Section 2.3(c) or Sections 2.4(d) and 2.4(e), as applicable)
                                            shall be reallocated among the Non-Defaulting Lenders in accordance with their Pro Rata Shares,
                                            but only to the extent that such reallocation does not result in the Revolving Credit Exposure
                                            of any Non-Defaulting Lender exceeding such Non-Defaulting Lender’s Commitment.



 


		(iv)	If
                                            the Swingline Exposure or the LC Exposure of such Defaulting Lender is reallocated pursuant
                                            to clause (iii) above, then the Facility Fees and the LC Participation Fees payable
                                            to the Lenders pursuant to Section 2.7 shall be adjusted to give effect to such reallocation.



 


		(v)	If
                                            (or to the extent that) the reallocation described in clause (iii) above cannot, or
                                            can only partially, be effected, each Borrower shall, within one Business Day following notice
                                            by the Administrative Agent, (x) first, prepay such Borrower’s Swingline Loans
                                            in an amount corresponding to the portion of such Defaulting Lender’s non-reallocated
                                            Swingline Exposure that is attributable to the Swingline Loans made to such Borrower (other
                                            than any portion thereof referred to in the first parenthetical clause in such clause (iii) above)
                                            and (y) second, cash collateralize for the benefit of the Issuing Banks such Borrower’s
                                            obligations corresponding to the portion of such Defaulting Lender’s non-reallocated
                                            LC Exposure that is attributable to Letters of Credit issued for the account of such Borrower
                                            (other than any portion thereof referred to in the first parenthetical clause in such clause
                                            (iii) above) in accordance with the procedures set forth in Section 2.4(i) for
                                            so long as such non-reallocated LC Exposure is outstanding or as otherwise provided pursuant
                                            to Section 2.21(c).



 


		(vi)	If
                                            a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure
                                            pursuant to clause (v) above, such Borrower shall not be required to pay any LC Participation
                                            Fees to such Defaulting Lender pursuant to Section 2.7(b) with respect to such
                                            Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC
                                            Exposure is cash collateralized.



 






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		(vii)	If
                                            all or any portion of such Defaulting Lender’s Swingline Exposure subject to reallocation
                                            is neither reallocated pursuant to clause (iii) above nor reduced pursuant to clause
                                            (v) above, then, without prejudice to any rights or remedies of the Swingline Lender
                                            or any other Lender hereunder, all Facility Fees that otherwise would have been payable pursuant
                                            to Section 2.7(a) to such Defaulting Lender (solely with respect to such Swingline
                                            Exposure or with respect to the portion of such Defaulting Lender’s Commitment utilized
                                            by such Swingline Exposure) shall be payable to the Swingline Lender until and to the extent
                                            that such Swingline Exposure is reallocated and/or reduced to zero.



 


		(viii)	If
                                            all or any portion of such Defaulting Lender’s LC Exposure subject to reallocation
                                            is neither reallocated pursuant to clause (iii) above nor cash collateralized pursuant
                                            to clause (v) above, then, without prejudice to any rights or remedies of any Issuing
                                            Bank or any other Lender hereunder, all Facility Fees that otherwise would have been payable
                                            pursuant to Section 2.7(a) to such Defaulting Lender (solely with respect to such
                                            LC Exposure or with respect to the portion of such Defaulting Lender’s Commitment utilized
                                            by such LC Exposure) and LC Participation Fees that otherwise would have been payable pursuant
                                            to Section 2.7(b) to such Defaulting Lender with respect to such Defaulting Lender’s
                                            LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based
                                            on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit
                                            issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated
                                            and/or cash collateralized.



 


		(ix)	The
                                            Administrative Agent shall adjust the allocation of payments hereunder to ensure that a Defaulting
                                            Lender does not receive payment in respect of any Loan or LC Disbursement that it did not
                                            fund or to reflect any of the actions or adjustments referred to in this Section 2.21.



 


(b) 
So long as a Lender is a Defaulting Lender, the Swingline Lender shall not be required to make any Swingline Loan and no Issuing
Bank shall be required to issue, amend or extend any Letter of Credit, unless, in each case, it is satisfied that the related exposure
and the Defaulting Lender’s then outstanding Swingline Exposure and LC Exposure will be 100% covered by the Commitments of the
Non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.21(a), and
participating interests in any such newly made Swingline Loan or newly issued or increased Letter of Credit shall be allocated among
Non-Defaulting Lenders in a manner consistent with Section 2.21(a)(iii) (and such Defaulting Lender shall not participate therein).


 


(c) 
If (i) a Bankruptcy Event with respect to the parent company of any Lender shall occur following the date hereof and for
so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank shall have a good faith belief that any Lender
has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline
Lender shall not be required to make any Swingline Loan and such Issuing Bank shall not be required to issue, amend or extend any Letter
of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the applicable
Borrower or such Lender reasonably satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to mitigate the risk
to it in respect of such Lender failing to satisfy its participating interest therein.


 






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(d) 
In the event that the Administrative Agent, each Borrower, the Swingline Lender and each Issuing Bank shall agree that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and the LC
Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall
purchase at par such of the Revolving Loans and such funded participations in Swingline Loans and LC Disbursements of the other Lenders
as the Administrative Agent shall determine may be necessary in order for such Lender to hold the Revolving Loans and such participations
in accordance with its Pro Rata Share, whereupon such Lender shall cease to be a Defaulting Lender (but shall not be entitled to receive
any fees ceasing to accrue or which were reallocated during the period when it was a Defaulting Lender as set forth in this Section 2.21
and all amendments, waivers or other modifications effected without its consent in accordance with the provisions of Section 9.1
and this Section 2.21 during such period shall be binding on it), and all cash collateral then being held pursuant to Section 2.21(a)(v) in
connection with the LC Exposure of such Defaulting Lender shall be released and returned to the applicable Borrower.


 


(e) 
Except as expressly provided in this Section 2.21 in connection with the obligations of the Swingline Lender and the Issuing
Banks, the obligation of each Lender and Issuing Bank to fund the full amount of its Commitment and to make Loans and other extensions
of credit hereunder shall not be released or diminished in any respect by any other Lender becoming a Defaulting Lender.


 


(f) 
None of the foregoing provisions of this Section 2.21 shall be deemed to effect, diminish or release any rights, claims or
causes of action the Borrowers, the Administrative Agent, the Swingline Lender, the Issuing Banks or any Non-Defaulting Lender may have
against any Lender that becomes a Defaulting Lender.


 


SECTION 2.22.          Commitment
Increases.


 


(a) 
The Borrowers may from time to time (and more than one time), by written notice to the Administrative Agent (which shall promptly
deliver a copy to each of the Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution
referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments
to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may
be (the aggregate amount of such increase for all Augmenting Lenders on any single occasion being referred to as a “Commitment
Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each
Commitment Increase shall be not less than $10,000,000, except to the extent necessary to utilize the remaining unused amount of increase
permitted under this Section 2.22(a) and (ii) the Aggregate Commitment shall not exceed $1,450,000,000 after giving effect
to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion
of such Lender. Each Augmenting Lender (other than an existing Lender) shall be subject to the approval of the Administrative Agent,
the Swingline Lender and each Issuing Bank (which approval shall not be unreasonably withheld, conditioned or delayed) and shall not
be subject to the approval of any other Lenders, and the Borrowers and each Augmenting Lender shall execute all such documentation as
the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender
hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred
to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase).


 






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(b) 
Upon each Commitment Increase pursuant to this Section, (i) each Lender immediately prior to such increase will automatically
and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each
such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations
hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment
and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each
Lender (including each such Augmenting Lender) will (subject to Section 2.21) equal such Lender’s Pro Rata Share and (ii) if,
on the date of such Commitment Increase, there are any Revolving Loans outstanding, the parties hereto shall, at the request of the Administrative
Agent, take actions agreed upon by the Administrative Agent and the Company that will result, within a period acceptable to the Administrative
Agent and the Company, in the outstanding Revolving Loans being held by the Lenders ratably in accordance with their Pro Rata Shares.
In determining the actions to be taken (which may include the prepayment and reborrowing of all or a portion of such Revolving Loans
and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the balance of Interest Periods in progress and
at rates reflecting the Adjusted Term SOFR at the time for loans of such duration), the Administrative Agent and the Lenders will endeavor
to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or
administrative burdens on the Administrative Agent or the Lenders. The Administrative Agent and the Lenders hereby agree that the minimum
borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions
effected pursuant to the immediately preceding sentence.


 


(c) 
Commitment Increases and new Commitments created pursuant to this Section 2.22 shall become effective on the date specified
in the notice delivered by the Borrowers pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon
by the Borrowers, the Administrative Agent and the applicable Augmenting Lenders.


 


(d) 
Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of an Augmenting
Lender shall become effective under this Section unless (i) on the date of such increase, the conditions set forth in Section 4.2
(it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer
to the date of such Commitment Increase, (B) all references to a “Credit Extension” therein shall be deemed to refer
to such Commitment Increase and (C) all references to the “Restatement Effective Date” in (x) Section 4.2(b) as
it relates to Sections 5.5, 5.7 and 5.11 and (y) Sections 5.5, 5.7 and 5.11 shall be deemed to refer to the date of such Commitment
Increase for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied
as of such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized
Officer of the Company, and (ii) the actions referred to in paragraph (b)(ii) of this Section 2.22 shall have been
agreed upon by the Administrative Agent and the Company (provided, however, that the prepayment and reborrowing on the
date of such Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in this clause (ii)).
In connection with any Commitment Increase under this Section 2.22, the Administrative Agent and the Borrowers may, without the
consent of any Lender, effect such amendments to this Agreement as may be necessary or appropriate, in the opinion of the Administrative
Agent, to give effect to the provisions of this Section 2.22.


 






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ARTICLE III


 


YIELD PROTECTION; TAXES


 


SECTION 3.1.          Yield
Protection. If any Change in Law:


 


(a) 
subjects any Recipient to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of
credit, commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or


 


(b) 
imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit, compulsory loan or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any applicable Lending
Installation or any Issuing Bank, or


 


(c) 
imposes on any Lender, any Issuing Bank or any applicable Lending Installation or the applicable offshore interbank market any
other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or such Lending Installation
or any Letter of Credit or participation therein,


 


and the result of any of the foregoing is to
increase the cost to the Administrative Agent, such Lender or Issuing Bank or such Lending Installation of making, issuing, converting
to, continuing or maintaining its Commitment, any Loan or Letter of Credit (or any obligation to make any Loan or to issue any Letter
of Credit) or any participation therein or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender
or Issuing Bank or such Lending Installation hereunder, then, within 15 days after the submission of the written statement required by
Section 3.7 by the Administrative Agent or such Lender or Issuing Bank or such Lending Installation (and otherwise subject to the
terms of Section 3.7), the Borrowers shall pay the Administrative Agent or such Lender or Issuing Bank or such Lending Installation
such additional amount or amounts as will compensate it for such increased cost or reduction in amount received.


 


SECTION 3.2.          Changes
in Capital Adequacy and Liquidity Requirements. If any Lender or Issuing Bank determines that any Change in Law regarding capital
or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s
capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement,
the Commitment of such Lender or the Loans made by, or participations in Swingline Loans or Letters of Credit held by, such Lender, or
the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or
Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or
Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital
adequacy and liquidity), then, within 15 days after the submission of the written statement required by Section 3.7 by such Lender
or Issuing Bank (and otherwise subject to the terms of Section 3.7), the Borrowers shall pay such Lender or Issuing Bank the amount
applicable to such Borrower necessary to compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding
company for any such reduction suffered.


 






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SECTION 3.3.          Alternate
Rate of Interest. (a) Subject to Section 3.3(b), if:


 


		(i)	the
                                            Administrative Agent determines (which determination shall be conclusive absent manifest
                                            error) (A) prior to the commencement of any Interest Period for a Term SOFR Borrowing,
                                            that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR for
                                            such Interest Period (including because the Term SOFR Reference Rate is not available or
                                            published on a current basis) or (B) at any time, that adequate and reasonable means
                                            do not exist for ascertaining the Adjusted Daily Simple SOFR; or



 


		(ii)	the
                                            Administrative Agent is advised by the Required Lenders (A) prior to the commencement
                                            of any Interest Period for a Term SOFR Borrowing, that the Adjusted Term SOFR for such Interest
                                            Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining
                                            their Loans included in such Borrowing for such Interest Period or (B) at any time,
                                            that the Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost of such
                                            Lenders of making or maintaining their Loans included in any Daily Simple SOFR Borrowing;



 


then the Administrative Agent shall give notice
thereof (which may be by telephone, if promptly confirmed in writing) to the Borrowers and the Lenders as promptly as practicable thereafter
and, until (x) the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice
no longer exist and (y) the applicable Borrower delivers a new Conversion/Continuation Notice in accordance with the terms of Section 2.10
or a new Borrowing Notice in accordance with the terms of Section 2.6, any Conversion/Continuation Notice that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing and any Borrowing Notice that requests a Term SOFR Borrowing
shall instead be deemed to be a Conversion/Continuation Notice or a Borrowing Notice, as applicable, for (A) a Daily Simple SOFR
Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 3.3(a)(i) or 3.3(a)(ii) above or
(B) an ABR Borrowing if the Adjusted Daily Simple SOFR is also the subject of Section 3.3(a)(i) or 3.3(a)(ii) above.
Furthermore, if any Term SOFR Loan is outstanding on the date of the applicable Borrower’s receipt of the notice from the Administrative
Agent referred to in this Section 3.3(a) with respect to the Adjusted Term SOFR, then until (x) the Administrative Agent
notifies such Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant
Benchmark and (y) such Borrower delivers a new Conversion/Continuation Notice in accordance with the terms of Section 2.10
or a new Borrowing Notice in accordance with the terms of Section 2.6, such Term SOFR Loan shall, on the last day of the then current
Interest Period applicable to such Loan, convert to, and shall constitute, (A) a Daily Simple SOFR Loan so long as the Adjusted
Daily Simple SOFR is not also the subject of Section 3.3(a)(i) or 3.3(a)(ii) above or (B) an ABR Loan if the Adjusted
Daily Simple SOFR is also the subject of Section 3.3(a)(i) or 3.3(a)(ii) above.


 






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


 


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



 


		(iii)	The
                                            Administrative Agent will promptly notify the Borrowers and the Lenders of (A) any occurrence
                                            of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement,
                                            (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the
                                            removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and
                                            (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
                                            decision or election that may be made by the Administrative Agent or, if applicable, any
                                            Lender (or group of Lenders) pursuant to this Section 3.3, 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 3.3.



 






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		(iv)	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 (including Term SOFR) 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 or will be
                                            no longer representative, then the Administrative Agent may modify the definition of “Interest
                                            Period” for any Benchmark settings at or after such time to remove such unavailable
                                            or non-representative tenor and (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 or will no longer be representative for a Benchmark (including a Benchmark Replacement),
                                            then the Administrative Agent may modify the definition of “Interest Period”
                                            for all Benchmark settings at or after such time to reinstate such previously removed tenor.



 


		(v)	Upon
                                            the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability
                                            Period, each Borrower may revoke any request for a borrowing of, conversion to or continuation
                                            of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability
                                            Period and, failing that, such Borrower will be deemed to have converted any such request
                                            into a request for a borrowing of or conversion to (A) a Daily Simple SOFR Borrowing
                                            so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event
                                            or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark
                                            Transition Event. Furthermore, if any Term SOFR Loan is outstanding on the date of the applicable
                                            Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period
                                            with respect to the Adjusted Term SOFR, then until such time as a Benchmark Replacement is
                                            implemented pursuant to this Section 3.3, such Term SOFR Loan shall, on the last day
                                            of the then current Interest Period applicable to such Loan, convert to, and shall constitute,
                                            (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject
                                            of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR
                                            is the subject of a Benchmark Transition Event.



 


If the Borrowers reasonably
request that the Administrative Agent take an action that the Borrowers certify is necessary to avoid material adverse tax consequences
to the Borrowers arising from the implementation of any Benchmark Replacement otherwise being treated as a “significant modification”
(therefor an exchange) of any Loan for U.S. Federal income tax consequences, the Administrative Agent shall use commercially reasonably
efforts to take such action; provided however that nothing in this Section 3.3 shall require the Administrative
Agent to make any determination relating to Taxes.


 


SECTION 3.4.          Funding
Indemnification. If (a) any payment of a Term SOFR Borrowing occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, (b) a Term SOFR Borrowing is not made or continued or an ABR Borrowing
is not converted into a Term SOFR Borrowing on the date specified by the applicable Borrower for any reason other than default by the
Lenders, (c) a Term SOFR Borrowing is not prepaid on the date specified by such Borrower for any reason, or (d) a Term SOFR
Borrowing is prepaid by such Borrower without such Borrower providing at least three Business Days’ prior notice to the Administrative
Agent for any reason, the applicable Borrower will severally, and not jointly with the other Borrower, indemnify each Lender for any
loss or cost (but not lost profit) incurred by such Lender resulting therefrom. Notwithstanding the foregoing, a Defaulting Lender required
to assign its Loans pursuant to Section 2.19 shall not be entitled to compensation under this Section 3.4 in connection with
any such assignment.


 






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SECTION 3.5.          Taxes.


 


(a) 
Any and all payments by or on account of any obligation of each Borrower under any Loan Document shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then
the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the
sum payable by each Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such
deductions and withholdings applicable to additional sums payable under this Section 3.5) the applicable Recipient receives an amount
equal to the sum it would have received had no such deduction or withholding been made. As soon as practicable after any payment of Taxes
by either Borrower to a Governmental Authority pursuant to this Section 3.5, such Borrower shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(b) 
The Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the
Administrative Agent timely reimburse it for, Other Taxes.


 


(c) 
The Borrowers shall jointly and severally indemnify each Recipient, within 20 days after written demand therefor (in each case
setting forth the basis therefor and the manner of determination thereof), for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.5) payable or paid by such Recipient or required
to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to either 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.


 


(d) 
Each Lender shall severally indemnify the Administrative Agent, within 20 days after written demand therefor (in each case setting
forth the basis therefor and the manner of determination thereof), for (i) any Indemnified Taxes attributable to such Lender (but
only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting
the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 9.4(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such
Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against
any amount due to the Administrative Agent under this Section 3.5(d).


 






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(e)  
(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan
Document shall deliver to the applicable Borrower and the Administrative Agent, at the time or times set forth herein or as are
reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the applicable Borrower or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent
as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Sections 3.5(e)(ii)(A),
3.5(e)(ii)(B) and 3.5(e)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.


 


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



 


(A) any Lender
that is a U.S. Person shall deliver to such 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 as set forth herein or upon the reasonable request of the Borrower or
the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


(f) 
If any party determines, in its sole discretion exercised in good faith, that it has received a refund or credit in lieu of a
refund of any Taxes as to which it has been indemnified pursuant to this Section 3.5 (including by the payment of additional amounts
pursuant to this Section 3.5), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the
extent of indemnity payments made under this Section 3.5 with respect to the Taxes giving rise to such refund or credit), net of
all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund or credit). Such indemnifying party, upon the request of such indemnified party, shall
repay to such indemnified party the amount paid over pursuant to this Section 3.5(f) (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.5(f), in no event will the indemnified party
be required to pay any amount to an indemnifying party pursuant to this Section 3.5(f) the payment of which would place the
indemnified party in a less favorable net after-Tax position than such indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts giving rise to such refund or credit had never been paid. This Section 3.5(f) shall not be construed to require any
indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the
indemnifying party or any other Person.


 


(g) 
Each party’s obligations under this Section 3.5 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender and the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


(h) 
For purposes of this Section 3.5, (i) the term “Lender” includes any applicable Lending Installation and
any Issuing Bank and (ii) the term “applicable law” includes FATCA.


 


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


 






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SECTION 3.6.     Illegality.
If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for such Lender or its applicable Lending Installation to make, maintain or fund Loans the interest on which is determined by reference
to, or to determine or charge interest based upon, the Adjusted Term SOFR (or any component of such definition), then, upon notice thereof
by such Lender to the Borrowers (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation
of such Lender to make, convert to or continue Term SOFR Loans shall be suspended (and any Loans that would otherwise be required to
be made by such Lender as Term SOFR Loans shall be made as ABR Loans) and (b) if such Lender so specifies in the Illegality Notice,
the interest rate on the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent
without reference to clause (c) of the definition of “Alternate Base Rate”, in each case, until such Lender notifies
the Borrowers (through the Administrative Agent) that the circumstances giving rise to such determination no longer exist. Upon receipt
of an Illegality Notice, the applicable Borrower shall, if necessary to avoid such illegality, upon demand from the applicable Lender
(with a copy to the Administrative Agent), convert all Term SOFR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans
shall, if so specified by such Lender in the Illegality Notice, be determined by the Administrative Agent without reference to clause
(c) of the definition of the term “Alternate Base Rate”), on the last day of the Interest Period then applicable thereto,
if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Term SOFR Loans to such day. Upon any such conversion, the applicable Borrower shall also pay accrued interest on the
amount so prepaid or converted.


 


SECTION 3.7.     Statements
as to Claims; Survival of Indemnity. The Administrative Agent, each Lender or each Issuing Bank, as the case may be, shall deliver
a written statement to the applicable Borrower (with a copy to the Administrative Agent) as to each amount due, if any, under Section 3.1,
3.2, 3.4 or 3.5. Such written statement shall set forth an explanation in reasonable detail of the manner in which such Person determined
such amount and shall be final, conclusive and binding on such Borrower in the absence of manifest error, and upon the reasonable request
of such Borrower, such Person shall promptly provide supporting documentation describing and/or evidencing the applicable event giving
rise to such amount to the extent not inconsistent with such Person’s policies or applicable law. Unless otherwise provided herein,
the amount specified in the written statement of the Administrative Agent, any Lender or any Issuing Bank shall be payable within 15
days (or, in the case of Section 3.5, 20 days) after receipt by the applicable Borrower of such written statement, unless subject
to a good faith dispute by such Borrower, notice and details of which were provided to the Administrative Agent or the affected Lender
or Issuing Bank, as the case may be, prior to such due date. The obligations of each Borrower under Sections 3.1, 3.2, 3.4 and 3.5
shall survive payment of the Obligations and termination of this Agreement. Notwithstanding the foregoing, (a) the Borrowers shall
not be responsible for any reimbursement of any such amount under Section 3.1, 3.2, 3.4 and 3.5 which shall have accrued and of
which the Administrative Agent or the applicable Lender or Issuing Bank, as the case may be, shall have become aware more than 180 days
prior to its delivery to any Borrower of notice requesting reimbursement thereof and (b) none of the Administrative Agent, any Lender
or any Issuing Bank will make any claim (nor shall any Borrower have any liability) under Section 3.1, 3.2 or 3.5 unless the Administrative
Agent, such Lender or such Issuing Bank, as applicable, shall have determined that the making of such claim is consistent with its general
practices under similar circumstances in respect of similarly situated borrowers under credit agreements entitling it to make such claims.


 


SECTION 3.8.     Alternative
Lending Installation. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect
to its Loans to reduce any liability of the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5, or the applicability with
respect to such Lender of Section 3.6, so long as such designation is not, in the judgment of such Lender, disadvantageous to such
Lender. A Lender’s designation of an alternative Lending Installation shall not affect the Borrowers’ rights under Section 2.19
to replace a Lender.


 


SECTION 3.9.     Allocation
of Amounts Payable Among Borrowers. Each amount payable by “the Borrowers” under this Article shall be an obligation
of, and shall be discharged by (a) to the extent arising out of acts, events and circumstances related to a particular Borrower,
such Borrower and (b) otherwise, both Borrowers, with each Borrower being severally liable for such Borrower’s Contribution
Percentage of such amount; provided that the Company agrees that, if the Borrowing Subsidiary shall fail to pay any amount owed
by it under clause (b) of this Section after a demand shall have been made by the Person to which such amount is owed, the
Company shall promptly pay such amount (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as
a guarantor or surety of the obligations of the Borrowing Subsidiary under this Section).


 






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ARTICLE IV


 


CONDITIONS PRECEDENT


 


SECTION 4.1.     Restatement
Effective Date. The effectiveness of this Agreement, and of the obligations of the Lenders to make Loans to, and of the Issuing Banks
to issue Letters of Credit for the account of, each Borrower is subject to the satisfaction on the Restatement Effective Date of each
of the following conditions precedent with respect to such Borrower (or the waiver of such conditions in accordance with Section 8.2
of the Existing Illinois Credit Agreement):


 


(a) 
The Administrative Agent shall have executed a counterpart of this Agreement and the Administrative Agent (or its counsel) shall
have received a counterpart of this Agreement signed on behalf of each other party hereto (which, subject to Section 9.22, may include
any Electronic Signatures transmitted by email or any other electronic means that reproduces an image of an actual executed signature
page of this Agreement).


 


(b) 
The Administrative Agent (or its counsel) shall have received from each Borrower:


 


		(i)	A
                                            certificate of a secretary or an assistant secretary of such Borrower, dated the Restatement
                                            Effective Date, that (A) attaches copies of the articles or certificate of incorporation
                                            and the by-laws of such Borrower and certifies that such copies are true and complete and
                                            that such documents are in full force and effect as of the Restatement Effective Date, (B) attaches
                                            and certifies copies of the resolutions of the Board of Directors of such Borrower and of
                                            resolutions or actions of any other body of such Borrower authorizing the execution of the
                                            Loan Documents to which such Borrower is a party and (C) contains an incumbency certification,
                                            which shall identify by name and title and bear the signatures of the Authorized Officers
                                            and any other officers of such Borrower authorized to sign the Loan Documents to which such
                                            Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall
                                            be entitled to rely until informed of any change in writing by such Borrower.



 


		(ii)	A
                                            certificate of good standing with respect to such Borrower from the appropriate governmental
                                            officer in its jurisdiction of incorporation.



 


		(iii)	A
                                            certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement
                                            Effective Date (A) no Default or Event of Default has occurred and is continuing and
                                            (B) all of the representations and warranties contained in Article V are true and
                                            correct (i) in the case of the representations and warranties qualified as to materiality,
                                            in all respects and (ii) otherwise, in all material respects, in each case as of such
                                            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 on and as of such earlier date.



 






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		(iv)	A
                                            written opinion of such Borrower’s counsel (which may be in-house counsel), in each
                                            case in form and substance reasonably satisfactory to the Administrative Agent and addressed
                                            to the Administrative Agent, the Lenders and the Issuing Banks.



 


		(v)	Any
                                            Notes requested by Lenders pursuant to Section 2.14(d) payable to each such requesting
                                            Lender.



 


		(vi)	At
                                            least three Business Days prior to the Restatement Effective Date, all documentation and
                                            other information that any Lender shall reasonably have requested in writing (including by
                                            email) in order to comply with its ongoing obligations under applicable “know your
                                            customer” and anti-money laundering rules and regulations, including the USA Patriot
                                            Act and the Beneficial Ownership Regulation, to the extent requested in writing (which may
                                            be by email) to such Borrower at least 10 days prior to the Restatement Effective Date.



 


(c) 
Each Borrower shall have paid the principal of all Loans of such Borrower outstanding under the Existing Illinois Credit Agreement
(it being understood that the Existing Letters of Credit will remain outstanding and be deemed issued hereunder) on the Restatement Effective
Date, and all interest, fees and other amounts accrued or owing for the account of such Borrower under the Existing Illinois Credit Agreement,
whether or not such amounts are due and payable at the time under the Existing Illinois Credit Agreement (it being understood that such
payment may be effected with the proceeds of borrowings hereunder on the Restatement Effective Date).


 


(d) 
The Administrative Agent, the Arrangers and each Lender shall have received all fees and reimbursement of all expenses due and
payable on or prior to the Restatement Effective Date under any commitment letter or fee letter entered into in connection with this
Agreement (in the case of expenses, to the extent invoiced at least two Business Days prior to the Restatement Effective Date).


 


SECTION 4.2.     Each
Credit Extension. The Lenders and the Issuing Banks shall not be required to make any Credit Extension to a Borrower unless on the
applicable Credit Extension Date the following conditions are satisfied:


 


(a) 
There shall exist no Default or Event of Default with respect to such Borrower and no Default or Event of Default with respect
to such Borrower shall result from such Credit Extension or from the use of the proceeds thereof.


 






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(b) 
The representations and warranties of such Borrower contained in Article V (other than the representations and warranties
set forth in Sections 5.5, 5.7 and 5.11, which shall only be made on the Restatement Effective Date) shall be true and correct (i) in
the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material
respects, in each case as of such Credit Extension Date immediately after giving effect to such Credit Extension, 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 on and as of such earlier date.


 


(c) 
In the case of any such Credit Extension to the Borrowing Subsidiary, such Borrower shall have received all necessary regulatory
approvals for such Credit Extension and the performance of its obligations with respect thereto.


 


(d) 
In the case of any such Credit Extension to the Borrowing Subsidiary, such Borrower shall not be in violation of any limitation
on its ability to incur unsecured Indebtedness contained in its articles of incorporation at the time of and after giving effect to such
Credit Extension on such Credit Extension Date.


 


Each Borrowing Notice or
request for any Credit Extension with respect to a Letter of Credit shall constitute a representation and warranty by the applicable
Borrower that the conditions contained in clauses (a) and (b) above and, with respect to a Credit Extension to the Borrowing
Subsidiary, clauses (c) and (d) above have been satisfied.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Each Borrower severally,
as to itself and, as and to the extent applicable, its subsidiaries, and not jointly with the other Borrower, hereby represents and warrants
to each Lender, each Issuing Bank and the Administrative Agent:


 


SECTION 5.1.     Existence
and Standing. Such Borrower and each of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC)
is a corporation, partnership (in the case of Subsidiaries only) or limited liability company 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 has all requisite authority to conduct its business in each jurisdiction in which its business is
conducted, other than the failure of any such Borrower or any such Subsidiary to so be in good standing or to be qualified to do business
in any such jurisdiction or the failure of any such Subsidiary to be so validly existing, in each case, that, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.


 


SECTION 5.2.     Authorization
and Validity. Such 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 such Borrower of the Loan Documents and the performance of its obligations
thereunder have been duly authorized by proper proceedings, and the Loan Documents to which such Borrower is a party have been duly executed
and delivered by such Borrower and constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower
in accordance with their terms, except as enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable
principles (whether considered in a proceeding in equity or at law) and (c) requirements of reasonableness, good faith and fair
dealing.


 






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SECTION 5.3.     No
Conflict. The execution and delivery by such Borrower of the Loan Documents, the consummation of the transactions contemplated thereby
and compliance with the provisions thereof (a) do not require any consent or approval of, registration or filing with or any other
action by any Governmental Authority, except such as (i) have been or will be, on or prior to the time required, obtained or made
and are or will be, as applicable, in full force and effect or (ii) the failure to have obtained or made which would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, (b) will not violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries
the violation of which is known to, or, individually or in the aggregate, would reasonably be expected to, have a Material Adverse Effect
with respect to such Borrower, (ii) such Borrower’s or any of its Subsidiary’s (other than any Project Finance Subsidiary,
Non-Material Subsidiary or SPC) articles or certificate of incorporation, partnership agreement, certificate of partnership, articles
or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, (iii) the provisions
of (x) the Union Electric Credit Agreement or (y) any indenture or the material provisions of any material instrument or any
material agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it or its property is bound,
which in the case of the immediately preceding clause (y) is known to, or, individually or in the aggregate, would reasonably be
expected to, have a Material Adverse Effect with respect to such Borrower or a material adverse effect on the priority of the claims
of the Administrative Agent or the Lenders hereunder or constitute an Event of Default hereunder or (c) will not result in or require
the creation or imposition of any Lien in, of or on the property of such Borrower or any of its Subsidiaries pursuant to the terms of
the Union Electric Credit Agreement or any such indenture, instrument or agreement, in each case other than a Lien which would not be
prohibited hereunder.


 


SECTION 5.4.     Financial
Statements. The consolidated financial statements of such Borrower, audited by PricewaterhouseCoopers LLP, as of and for the fiscal
year ended December 31, 2021, and the unaudited consolidated balance sheets of such Borrower as of March 31, 2022, June 30,
2022 and September 30, 2022, and the related unaudited statement of income, statement of cash flows and statement of shareholders’
equity for the periods then ended, copies of which have been furnished to each Lender (including by the electronic filing thereof by
the Borrowers with the SEC as provided in Section 6.1), were prepared in accordance with GAAP in effect on the dates such statements
were prepared (subject, in the case of such unaudited financial statements, to the absence of footnotes and to year-end audit adjustments)
and fairly present in all material respects the consolidated financial position of such Borrower and its subsidiaries, taken as a whole,
at such dates and the consolidated results of their operations and cash flows for the periods then ended.


 






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SECTION 5.5.     Material
Adverse Change. As of the Restatement Effective Date, since December 31, 2021, there has been no change in the business, property,
financial condition or results of operations of such Borrower and its Subsidiaries (other than any Project Finance Subsidiary), taken
as a whole, that would reasonably be expected to have a Material Adverse Effect with respect to such Borrower, except for the Disclosed
Matters.


 


SECTION 5.6.     Taxes.
Such Borrower and each of its Subsidiaries has timely filed complete and correct U.S. federal and all other applicable foreign, state
and local tax returns required by law and has paid when due all U.S. federal and all other applicable foreign, state and local Taxes
upon it or its income, profits or property, except (a) those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been recorded in accordance with GAAP or (b) where the failure to make any such
filings or payments would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect
to such Borrower.


 


SECTION 5.7.     Litigation.
As of the Restatement Effective Date, other than the Disclosed Matters, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of its officers, threatened against or affecting such Borrower or any of its
Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to such
Borrower or that seeks to prevent, enjoin or delay the making of any Loans to such Borrower.


 


SECTION 5.8.     ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred
or are reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.


 


SECTION 5.9.     Regulation
U. Neither such Borrower nor any of its Subsidiaries is 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 (as defined in Regulation
U), and after applying the proceeds of each Loan, margin stock (as defined in Regulation U) will constitute less than 25% of the value
of those assets of such Borrower and its Subsidiaries that are subject to any limitation on sale or pledge hereunder or under any credit
facility with any Lender or Affiliate of a Lender, or any other restriction hereunder.


 


SECTION 5.10.     Compliance
with Laws. Except for the Disclosed Matters, such Borrower and its Subsidiaries have complied with all applicable statutes, rules,
regulations, orders and restrictions of any Governmental Authority having jurisdiction over the conduct of their respective businesses
or the ownership of their respective property, the non-compliance with which would reasonably be expected to result in a Material Adverse
Effect with respect to such Borrower.


 


SECTION 5.11.     Environmental
Matters. Other than the Disclosed Matters, (a) there exists no violation of, no liability known to such Borrower, whether or
not asserted, under and no requirement under any Environmental Laws, and (b) as of the Restatement Effective Date, neither Borrower
nor any of its Subsidiaries has received any written notice alleging any such violation, liability or requirement under any Environmental
Laws, that, in the case of either clause (a) or clause (b), would, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect with respect to such Borrower.


 






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SECTION 5.12.     Investment
Company Act. Such Borrower is not an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940.


 


SECTION 5.13.     Anti-Corruption
Laws and Sanctions. Such Borrower maintains and will maintain in effect policies and procedures designed to ensure compliance by
such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and such Borrower and its Subsidiaries and, to the knowledge of such Borrower, their respective officers, employees, directors
and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) such Borrower,
any of its Subsidiaries or, to the knowledge of such Borrower, any of their respective directors, officers or employees, or (b) to
the knowledge of such Borrower, any agent of such Borrower or of any of its Subsidiaries that will act in any capacity in connection
with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing by such Borrower or use of the proceeds
thereof will result in a violation by any party hereto of Anti-Corruption Laws or applicable Sanctions.


 


ARTICLE VI


 


COVENANTS


 


During the term of this Agreement,
unless the Required Lenders shall otherwise consent in writing:


 


SECTION 6.1.     Financial
Reporting. Each Borrower will maintain, for itself and each of its subsidiaries, a system of accounting established and administered
in accordance with GAAP, and deliver to the Administrative Agent, and the Administrative Agent shall make available to each of the Lenders:


 


(a) 
Within 120 days after the end of each fiscal year, such Borrower’s audited consolidated financial statements prepared in
accordance with GAAP on a consolidated basis, including balance sheet as of the end of such period and statement of income and statement
of cash flows for such period, accompanied by an audit report, unqualified as to scope, of a nationally recognized independent registered
public accounting firm.


 


(b) 
Within 60 days after the end of the first three fiscal quarters of each of its fiscal years, such Borrower’s consolidated
unaudited balance sheet as of the end of such fiscal quarter, consolidated statement of income for such fiscal quarter and for the period
from the beginning of such fiscal year to the end of such fiscal quarter and consolidated statement of cash flows for the period from
the beginning of such fiscal year to the end of such fiscal quarter, all certified as to fairness of presentation, compliance with GAAP
(except for the absence of footnotes and year-end adjustments) and consistency by its chief financial officer, controller or treasurer.


 






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(c) 
Together with the financial statements required under paragraphs (a) and (b) of this Section, a compliance certificate
in substantially the form of Exhibit E signed by such Borrower’s chief financial officer, controller, treasurer or assistant
treasurer showing the calculations necessary to determine compliance with Section 6.13 and stating that no Default or Event of Default
with respect to such Borrower exists, or if any such Default or Event of Default exists, stating the nature and status thereof.


 


(d) 
As soon as possible and in any event within 10 days after such Borrower knows that any ERISA Event has occurred and has determined
that such ERISA Event, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a
Material Adverse Effect with respect to such Borrower, a statement, signed by an Authorized Officer of such Borrower, describing such
ERISA Event and the action which such Borrower proposes to take with respect thereto.


 


(e) 
As soon as possible and in any event within 10 days after receipt by such Borrower, a copy of (i) any notice or claim to
the effect that such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, and (ii) any notice
alleging any violation of any Environmental Laws by such Borrower or any of its Subsidiaries, if, in the case of either clause (i) or
(ii) above, such Borrower has determined that such liability or violation would reasonably be expected to have a Material Adverse
Effect with respect to such Borrower.


 


(f) 
Promptly after an Authorized Officer of either Borrower becomes aware thereof, notice of any change of such Borrower’s S&P
Rating or Moody’s Rating.


 


(g) 
Within five Business Days after an Authorized Officer of either Borrower becomes aware thereof, notice of the occurrence of any
Default or Event of Default and of any other development, financial or otherwise, that such Borrower has determined would reasonably
be expected to have a Material Adverse Effect with respect to such Borrower.


 


(h) 
Promptly upon request, such other information (including non-financial information) as the Administrative Agent or any Lender
may from time to time reasonably request.


 


Information required to be delivered pursuant
to paragraph (a) or (b) of this Section shall be deemed to have been delivered if such information, or one or more annual,
quarterly or current reports containing such information, shall be publicly available on the website of the SEC at http://www.sec.gov.
Any information required to be delivered pursuant to this Section shall be deemed to have been delivered to the Lenders if such
information shall have been posted by the Administrative Agent on the Platform to which the Lenders have been granted access. Information
required to be delivered by the Borrowers pursuant to this Section may also be delivered by electronic communications pursuant to
procedures approved by the Administrative Agent.


 


SECTION 6.2.     Use
of Proceeds and Letters of Credit.


 


(a) 
Each Borrower will, and will cause each of its subsidiaries to, use the proceeds of the Borrowings for general corporate purposes,
including for working capital and other funding needs, to repay or refinance any Indebtedness from time to time outstanding, to fund
loans under and pursuant to the Money Pool Agreements or other intercompany loan arrangements and to pay fees and expenses incurred in
connection with this Agreement. Each Borrower will use the proceeds of Borrowings in compliance with Regulation U and Regulation X
and the regulations promulgated thereunder. Each Borrower shall, and shall cause its subsidiaries to, use the Letters of Credit for general
corporate purposes.


 


(b) 
The Borrowers shall not request any Borrowing or Letter of Credit, and the Borrowers shall not use, and shall procure that their
subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or any Letter
of Credit (i) 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, (ii) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, or (iii) in any manner that
would result in the violation of any Sanctions by any party hereto.


 






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SECTION 6.3.     Conduct
of Business. Each Borrower will, and will cause each of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material
Subsidiary or SPC) to, obtain, preserve, renew and keep in full force and effect its legal existence and, except where the loss of any
of the following, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect with respect
to such Borrower, the rights, licenses, permits, privileges and franchises material to the conduct of its business. No Borrower shall,
or shall permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, engage in business
other than the businesses conducted by it on the Restatement Effective Date, other energy related businesses and, in each case, other
businesses reasonably related thereto or that constitute reasonable extensions thereof. Notwithstanding the foregoing, no Borrower or
Subsidiary shall be prohibited from (a) dissolving or liquidating any Non-Material Subsidiary, (b) consummating any merger
or consolidation permitted under Section 6.9, (c) Disposing of any Subsidiary or assets to the extent permitted by Section 6.10
or (d) terminating any right, privilege or franchise or the corporate or legal existence of any Subsidiary (other than, except as
expressly permitted hereunder, the Borrowing Subsidiary), changing the form of organization of a Borrower or any Subsidiary or changing
the jurisdiction of organization of a Borrower, if such Borrower determines in good faith that such termination or change is in the best
interest of such Borrower or such Subsidiary and is not materially disadvantageous to the Administrative Agent or the Lenders and, in
the case of a change in form of organization of a Borrower or a change in jurisdiction of organization of a Borrower to a jurisdiction
other than any state of the United States or the District of Columbia, the Administrative Agent has consented thereto (such consent not
to be unreasonably withheld, conditioned or delayed).


 


SECTION 6.4.     Taxes.
Each Borrower will, and will cause each of its Subsidiaries to, timely file complete and correct U.S. federal and all other applicable
foreign, state and local tax returns required by law and pay when due all U.S. federal and all other applicable foreign, state and local
Taxes upon it or its income, profits or property, except (a) those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been recorded in accordance with GAAP or (b) where the failure to make any such
filings or payments, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect with respect
to such Borrower.


 


SECTION 6.5.     Insurance.
Each Borrower will, and will cause each of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC)
to, maintain with financially sound and reputable insurance companies insurance on all its property in such amounts, subject to such
deductibles, self-insurance programs and self-insurance retentions and covering such risks as are consistent with sound business practice,
and such Borrower will furnish to any Lender upon request full information as to the insurance carried.


 






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SECTION 6.6.     Compliance
with Laws. Each Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, including all Environmental Laws, except
where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect
with respect to such Borrower or the applicability thereof is being contested in good faith and in a diligent manner by appropriate proceedings.


 


SECTION 6.7.     Maintenance
of Properties. Subject to Sections 6.3 and 6.10, each Borrower will, and will cause each of its Subsidiaries (other than any Project
Finance Subsidiary, Non-Material Subsidiary or SPC) to, maintain, preserve, protect and keep its property material to the conduct of
the business of such Borrower and such Subsidiaries, taken as a whole, in good repair, working order and condition (ordinary wear and
tear excepted), so that its business carried on in connection therewith may be properly conducted at all times, except to the extent
the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect
to such Borrower.


 


SECTION 6.8.     Inspection;
Keeping of Books and Records. Each Borrower will, and will cause each of its Subsidiaries (other than any Project Finance Subsidiary,
Non-Material Subsidiary or SPC) to, permit the Administrative Agent and the Lenders, by their respective representatives and agents,
during normal business hours and upon reasonable advance notice, to inspect any of the property, books and financial records of such
Borrower and such Subsidiaries, to examine and make copies of the books of accounts and other financial records of such Borrower and
such Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and each of its Subsidiaries with, and to be advised
as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or any Lender may designate;
provided that unless an Event of Default shall have occurred and be continuing, such inspections and examinations shall occur
not more than once in any calendar year on a date approved by the Administrative Agent. Each Borrower shall keep and maintain, and cause
each of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity in all material respects with GAAP shall be made of all dealings
and transactions in relation to their respective businesses and activities.


 


SECTION 6.9.     Merger.
No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC)
to, merge or consolidate with or into any other Person, except that:


 


(a) 
any such Subsidiary may merge or consolidate with a Borrower if either:


 


 (i)             such Borrower is the Person surviving such merger or consolidation; or




 


 (ii)           (A)           the Person surviving such merger or consolidation is organized under the laws of the United States of America or one of its States
(or, in the case of a change in form of organization of a Borrower or a change of a jurisdiction of organization of a Borrower,
another jurisdiction permitted by Section 6.3),




 






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(B)           such
Person expressly assumes, prior to or substantially concurrently with the consummation of such merger or consolidation, all the obligations
of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to an assumption agreement
reasonably satisfactory to the Administrative Agent,


 


(C)            such
Person delivers, prior to or substantially concurrently with the consummation of such merger or consolidation, to the Administrative
Agent such documents, certificates and opinions as the Administrative Agent may reasonably request in connection with such assumption,
all in form and substance reasonably satisfactory to the Administrative Agent,


 


(D)            the
Administrative Agent shall have received, at least three Business Days prior to the date of the consummation of such merger or consolidation,
all documentation and other information that any Lender shall reasonably have requested in writing (including by email) in order to comply
with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including
the USA Patriot Act and the Beneficial Ownership Regulation, to the extent requested in writing (which may be by email) to such Borrower
at least 10 days prior to the date of the consummation of such merger or consolidation, and


 


(E)            after
giving effect to such merger or consolidation, no Default or Event of Default with respect to such Borrower will result therefrom or
be outstanding (the requirements of clauses (A) through (E) above are referred to as the “Successor Borrower Requirements”);


 


provided
that the Borrowing Subsidiary may not merge or consolidate with the Company;


 


(b) 
 any such Subsidiary other than the Borrowing Subsidiary may merge or consolidate with any other subsidiary (other than any Project
Finance Subsidiary or SPC) in a transaction permitted under Section 6.10 (with any transfer of direct or indirect ownership of any
asset or any interest therein as a result of any such merger or consolidation being deemed to be a Disposition of assets);


 


(c) 
any such Subsidiary may merge or consolidate with any Project Finance Subsidiary or SPC if the Person surviving such merger or
consolidation is a Subsidiary that is not a Project Finance Subsidiary or an SPC (and, if the Borrowing Subsidiary is a party thereto,
the surviving Person is the Borrowing Subsidiary) and, after giving effect thereto, no Default or Event of Default will be in existence;


 


(d) 
any such Subsidiary other than the Borrowing Subsidiary may merge or consolidate with any other Person to effect any Disposition
of such Subsidiary in a transaction permitted under Section 6.10; and


 






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(e) 
either Borrower or any such Subsidiary may merge or consolidate with any Person other than a Borrower or a Subsidiary if:


 


		(i)	such
                                            Person was organized under the laws of the United States of America or one of its States
                                            (or, in the case of a change in form of organization of a Borrower or any such Subsidiary
                                            or a change of a jurisdiction of organization of a Borrower or any such Subsidiary, another
                                            jurisdiction permitted by Section 6.3),



 


		(ii)	in
                                            the case of any such merger or consolidation to which either Borrower is a party, either
                                            (A) such Borrower is the Person surviving such merger or consolidation or (B) the
                                            Successor Borrower Requirements are satisfied with respect to such merger or consolidation,



 


		(iii)	in
                                            the case of any such merger or consolidation to which any such Subsidiary is a party, either
                                            (A) such Subsidiary is the Person surviving such merger or consolidation or (B) the
                                            Person surviving such merger or consolidation becomes a Subsidiary, and



 


		(iv)	after
                                            giving effect to such merger or consolidation, no Default or Event of Default with respect
                                            to such Borrower or any Borrower that is a direct or indirect parent of such Subsidiary,
                                            as the case may be, will result therefrom or be outstanding.



 


SECTION 6.10.     Dispositions
of Property.


 


(a) 
The Company will not, and will not permit its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary
or SPC) to, Dispose of, in one or more transactions (including through any merger or consolidation), property representing all or substantially
all the property of the Company and its subsidiaries taken as a whole, provided that in any event (i) the Company will not
cease to own, directly or indirectly, shares of capital stock of the Borrowing Subsidiary representing both (x) 80% of the ordinary
voting power represented by the issued and outstanding common stock of the Borrowing Subsidiary on a fully diluted basis and (y) 80%
of the ordinary voting power represented by the issued and outstanding capital stock of the Borrowing Subsidiary on a fully diluted basis,
and (ii) the Company will not cease to own, directly or indirectly, shares of capital stock of Union Electric representing both
(x) 80% of the ordinary voting power represented by the issued and outstanding common stock of Union Electric on a fully diluted
basis and (y) 80% of the ordinary voting power represented by the issued and outstanding capital stock of Union Electric on a fully
diluted basis.


 


(b) 
The Borrowing Subsidiary will not, and will not permit its Subsidiaries (other than any Project Finance Subsidiary, Non-Material
Subsidiary or SPC) to, Dispose of, in one or more transactions (including through any merger or consolidation), property representing
all or substantially all the property of the Borrowing Subsidiary or of the Borrowing Subsidiary and its Subsidiaries taken as a whole.


 


(c) 
The Company will not permit Union Electric and its subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary
or SPC, in each case, as defined in the Union Electric Credit Agreement) to Dispose of, in one or more transactions (including through
any merger or consolidation), property representing all or substantially all the property of Union Electric and its subsidiaries taken
as a whole.


 






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SECTION 6.11.     Liens.
No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC)
to, create, incur, or suffer to exist any Lien in, of or on the property of such Borrower or any of its Subsidiaries (other than any
Project Finance Subsidiary, Non-Material Subsidiary or SPC), except:


 


(a) 
Liens, if any, securing the Loans and other Obligations hereunder;


 


(b) 
Liens for Taxes on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or
are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been
set aside on its books;


 


(c) 
Liens imposed by law, such as landlords’, wage earners’, carriers’, warehousemen’s and mechanics’
liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past
due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall
have been set aside on its books;


 


(d) 
Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, pensions, or other social
security or retirement benefits, or similar legislation;


 


(e) 
Liens existing as of the Restatement Effective Date and described in Schedule 6.11;


 


(f) 
deposits securing liability to insurance carriers under insurance or self-insurance arrangements;


 


(g) 
Liens to secure the performance of bids, trade, exchange, transmission or similar contracts or obligations (other than for borrowed
money), vendor and service provider arrangements, leases (other than Finance Leases), statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(h) 
easements, reservations, rights-of-way, restrictions, survey exceptions and other similar encumbrances as to real property of
such Borrower and its Subsidiaries which customarily exist on properties of corporations engaged in similar activities and similarly
situated and which do not materially interfere with the conduct of the business of such Borrower or any such Subsidiary conducted at
the property subject thereto;


 


(i) 
Liens arising out of judgments or awards not constituting Events of Default under Section 7.1(h);


 


(j) 
Liens, securing obligations constituting neither direct obligations nor Contingent Obligations of the Borrower or any Subsidiary
nor on account of which the Borrower or any Subsidiary customarily pays interest, upon real estate upon which the Borrower or any Subsidiary
has a right-of-way, easement, franchise or other servitude or of which the Borrower or any Subsidiary is the lessee of the whole thereof
or any interest therein, including, but not limited to, for the purpose of locating transmission and distribution lines and related support
structures, pipe lines, substations, measuring stations, tanks, pumping or delivery equipment or similar equipment;


 






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(k) 
Liens arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of setoff
or similar rights as to deposit accounts or other funds maintained with a depository institution;


 


(l) 
Liens existing on any capital assets of any Subsidiary of such Borrower at the time such Subsidiary becomes a Subsidiary and not
created in contemplation of such event; provided that such Liens (unless otherwise permitted hereunder) do not encumber any other
property or assets other than additions to or proceeds from the sale of such capital assets;


 


(m) 
Liens on any capital assets securing Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part
of the cost of acquiring, constructing, repairing, expanding or improving such asset (including under any Finance Lease or Operating
Lease); provided that (i) such Lien attaches to such asset concurrently with or within 18 months after the acquisition
or completion of construction, repair, expansion or improvement thereof and (ii) such Liens do not encumber any other property or
assets other than additions to or proceeds from the sale of such capital assets;


 


(n) 
Liens existing on any capital assets (including under any Finance Lease or any Operating Lease) of any Subsidiary of such Borrower
at the time such Subsidiary is merged or consolidated with or into such Borrower or merged with or consolidated into any Subsidiary and
not created in contemplation of such event; provided that such Liens (unless otherwise permitted hereunder) do not encumber any
other property or assets other than additions to or proceeds from the sale of such capital assets;


 


(o) 
Liens existing on any assets prior to the acquisition thereof by such Borrower or any of its Subsidiaries and not created in contemplation
thereof; provided that such Liens (unless otherwise permitted hereunder) do not encumber any other property or assets other than
additions to or proceeds from the sale of such property;


 


(p) 
undetermined Liens and charges incidental to construction;


 


(q) 
Liens on property or assets of a Subsidiary of a Borrower in favor of such Borrower or a Subsidiary (other than a Project Finance
Subsidiary, Non-Material Subsidiary or SPC) that is directly or indirectly wholly owned by such Borrower;


 


(r) 
Liens representing the ownership interests or rights of a lessor or lessee in a property leased or owned by a Borrower or any
of its Subsidiaries;


 


(s) 
Liens arising in connection with sales or transfers of, or financings secured by, Receivables;


 


(t) 
Liens created pursuant to the IP Indenture securing First Mortgage Bonds; provided that the Liens of the IP Indenture shall
extend only to the types of property of the Borrowing Subsidiary, including, to the extent applicable, after acquired property (whether
acquired prior to or after the Restatement Effective Date), that was or would have been covered by the Liens of the IP Indenture as in
effect on the date immediately preceding the Restatement Effective Date; it being agreed that the Liens under the IP Indenture may heretofore
have been or may hereafter be extended to cover the types of property covered under the Former CILCO Indenture immediately prior to the
Former CILCO Indenture Discharge Date;


 






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(u) 
Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any
of Section 6.11(l) through 6.11(o) or 6.11(t); provided that (i) such Indebtedness is not secured by any additional
assets and (ii) the amount of such Indebtedness secured by any such Lien is not increased;


 


(v) 
Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of its business that (i) do not secure
Indebtedness, (ii) do not secure obligations in an aggregate amount exceeding $100,000,000 at any time, and (iii) do not in
the aggregate impair the use of the assets subject thereto in the operation of its business in any manner which would reasonably be expected
to result in a Material Adverse Effect with respect to such Borrower;


 


(w) 
assignments of rights to collect, and Liens on, Designated Charges and proceeds thereof to provide for the payment of amounts
owed in respect of Approved Cost Recovery Bonds; and


 


(x) 
Liens not described in Sections 6.11(a) through 6.11(w) securing Indebtedness or other liabilities or obligations of
a Borrower or its Subsidiaries in an aggregate principal amount outstanding for all such Liens not to exceed 10% of the Consolidated
Tangible Assets of such Borrower at the time of the incurrence of any such Lien; provided that (A) in the case of the Company,
each reference in this Section 6.11(x) to a “Subsidiary” of the Company shall be deemed to be a reference to a
 “subsidiary” of the Company and (B) Liens permitted by Sections 6.11(a) through 6.11(x) of the Union
Electric Credit Agreement shall not be deemed to utilize any amount of such 10% basket.


 


SECTION 6.12.     Subsidiary
Covenants. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary
or SPC) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any
such Subsidiary (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) (a) to pay dividends or make any other
distribution on its common stock, (b) to pay any Indebtedness or other obligation owed to such Borrower or any other Subsidiary
of such Borrower, or (c) to make loans or advances to such Borrower or any other Subsidiary of such Borrower, in each case, other
than (i) restrictions and conditions imposed by law or by this Agreement or the Union Electric Credit Agreement (or restrictions
and conditions imposed under refinancings or replacements of the Union Electric Credit Agreement that are substantially the same as those
imposed by the Union Electric Credit Agreement), (ii) restrictions and conditions existing as of the Restatement Effective Date,
in each case as identified on Schedule 6.12 (without giving effect to any amendment or modification expanding the scope of any such
restriction or condition) and (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary
pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale
is permitted hereunder.


 






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SECTION 6.13.     Leverage
Ratio. No Borrower will permit the ratio of (a) its Funded Debt to (b) its Consolidated Total Capitalization to be greater
than 0.65 to 1.00 at any time; provided that (i) for purposes of this Section 6.13, the Consolidated Total Capitalization
of a Borrower shall exclude that portion of the Consolidated Net Worth of such Borrower that is attributable to the Consolidated Net
Worth of any of its Project Finance Subsidiaries or SPCs, unless, in the case of any Project Finance Subsidiary, at the time Consolidated
Total Capitalization is to be determined (x) the Consolidated Net Worth of such Project Finance Subsidiary shall equal or exceed
25% of its Consolidated Total Capitalization and (y) no event of default in respect of Indebtedness of such Project Finance Subsidiary
shall have occurred and be continuing, and (ii) for purposes of this Section 6.13 and all constituent definitions utilized
in this Section 6.13, the Funded Debt of a Borrower shall exclude the Funded Debt of any of its Project Finance Subsidiaries (solely
as it relates to such Project Finance Subsidiary and not as it relates to such Borrower or any of its other subsidiaries if such Borrower
or such other subsidiary has any Contingent Obligations with respect thereto) whose contribution to Consolidated Net Worth is excluded
from Consolidated Total Capitalization pursuant to clause (i) above.


 


ARTICLE VII


 


EVENTS OF DEFAULT


 


SECTION 7.1.     Events
of Default. The occurrence of any one or more of the following events (each, an “Event of Default”) (x) in
respect of a particular Borrower or, to the extent provided below, any of its Subsidiaries shall constitute an Event of Default with
respect to such Borrower and (y) in respect of the Borrowing Subsidiary or, to the extent provided below, any of its Subsidiaries
shall also constitute an Event of Default with respect to the Company; provided that, for the avoidance of doubt, a Default or an Event
of Default solely with respect to the Company or any of its subsidiaries (other than the Borrowing Subsidiary and its Subsidiaries) will
not constitute a Default or an Event of Default with respect to the Borrowing Subsidiary if and to the extent no such Default or Event
of Default otherwise exists with respect to the Borrowing Subsidiary or any of its Subsidiaries:


 


(a) 
Any representation or warranty made or deemed made by or on behalf of such Borrower (including any representation or warranty
deemed made by such Borrower as to one of its Subsidiaries) to the Lenders, the Issuing Banks or the Administrative Agent in or in connection
with this Agreement or any other Loan Document or any certificate or information delivered in connection with this Agreement or any other
Loan Document shall, in each case, be false in any material respect on the date as of which made or deemed made.


 


(b) 
Such Borrower shall fail to pay (i) principal of any Loan when due or (ii) interest on any Loan or any fee or other
Obligation under any of the Loan Documents within five Business Days after such interest, fee or other Obligation becomes due.


 


(c) 
The breach by such Borrower of any of the terms or provisions of Section 6.1(g) (solely as such provision relates to
a Default or Event of Default), 6.2, 6.3 (solely with respect to the preservation of the legal existence of such Borrower), 6.9, 6.10,
6.11, 6.12 or 6.13.


 


(d) 
The breach by such Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII)
of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 30 days after written notice
from the Administrative Agent or any Lender to such Borrower.


 






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(e) 
Failure of such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC)
to pay when due (after the expiration of any applicable grace or cure periods) any principal of or interest on any of their Material
Indebtedness, or the default by such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary
or SPC) in the performance (beyond the applicable grace period with respect thereto, if any) of any other term, provision or condition
contained in any of their respective Material Indebtedness Agreements or any other event shall occur or condition exist, the effect of
which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under
any such Material Indebtedness Agreement to cause, such Material Indebtedness to become due, or to be required to be prepaid or repurchased
(other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary
(such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other
securities)) prior to its stated maturity or, solely with respect to the Company with respect to the Union Electric Credit Agreement,
any commitment to lend to such Borrower thereunder to be terminated prior to its stated expiration date; or, as a result of any of the
foregoing, any Material Indebtedness of such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material
Subsidiary or SPC) shall be declared to be due and payable or the remaining outstanding principal amount thereof to be required to be
prepaid or repurchased (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower
or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness,
equity or other securities)) prior to the stated maturity thereof; provided that no Event of Default shall occur under this Section 7.1(e) as
a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness,
(ii) any voluntary Disposition of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness
secured by such assets is required to be prepaid or (iii) any other transaction which would otherwise be prohibited under any such
Material Indebtedness Agreement if and to the extent that concurrently with the consummation of such transaction the Material Indebtedness
thereunder is repaid in full with respect to the Borrower or Subsidiary which would otherwise have been in default of such Material Indebtedness
Agreement (and, if such Material Indebtedness Agreement is the Union Electric Credit Agreement, the commitments available thereunder
to such Borrower or Subsidiary are terminated); and provided further that any “Event of Default” of the Company under
the Union Electric Credit Agreement that consists solely of, or termination of any commitment to lend under the Union Electric Credit
Agreement that results solely from, a default by the “Borrowing Subsidiary” or any of its “Subsidiaries” thereunder
and as defined therein shall not constitute an Event of Default under this Section 7.1(e).


 


(f) 
Such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) shall (i) have
an order for relief entered with respect to it under the Federal, state or foreign bankruptcy laws as now or hereafter in effect, (ii) make
an assignment for the benefit of creditors, (iii) 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, (iv) institute any proceeding
seeking an order for relief under the Federal, state or foreign 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, (v) take any formal corporate
or partnership action to effect any of the foregoing actions set forth in this Section 7.1(f), (vi) fail within the statutorily
mandated time period therefor (or any extension thereof) to contest in good faith any appointment or proceeding described in Section 7.1(g),
or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due.


 






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(g) 
Without the application, approval or consent of such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary,
Non-Material Subsidiary or SPC), a receiver, trustee, examiner, liquidator or similar official shall be appointed for such Borrower or
any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) or any Substantial Portion of its
property or the property of any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC), or a
proceeding seeking an order for relief under the Federal, state or foreign 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 shall be instituted against
such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) and such appointment
shall continue undischarged or such proceeding shall continue undismissed or unstayed for a period of 60 consecutive days.


 


(h) 
Such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) shall fail
within 45 days to pay, bond, stay, vacate or otherwise discharge one or more judgments or orders for the payment of money in excess of
$100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance).


 


(i) 
An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably
be expected to result in monetary liability resulting in a Material Adverse Effect on such Borrower.


 


(j) 
Nonpayment when due (after giving effect to any applicable grace period) by such Borrower or any of its Subsidiaries (other than
any Project Finance Subsidiary, Non-Material Subsidiary or SPC) of obligations or settlement amounts under one or more Hedging Transactions
or other swap, forward, future or derivative transactions, options or similar transactions in an aggregate amount of $100,000,000 or
more (after giving effect to all netting arrangements and agreements), or the breach (beyond any grace period applicable thereto) by
such Borrower or any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) of any term, provision
or condition contained in one or more Hedging Transactions or other swap, forward, future or derivative transactions, options or similar
transactions the effect of which is to cause, or to permit the counterparty(ies) thereof to cause, the termination of such Hedging Transactions
or other swap, forward, future or derivative transactions, options or similar transactions resulting in liability of such Borrower or
such Subsidiaries for obligations and/or settlement amounts under such Hedging Transactions or other swap, forward, future or derivative
transactions, options or similar transactions in an aggregate amount of $100,000,000 or more (after giving effect to all netting arrangements
and agreements); provided that no Event of Default shall occur under this Section 7.1(j) as a result of (i) any
notice of voluntary termination delivered by such Borrower or any Subsidiary with respect to any such Hedging Transaction or other swap,
forward, future or derivative transaction, option or similar transaction or (ii) any other transaction which would otherwise be
prohibited under any such Hedging Transaction or other swap, forward, future or derivative transaction, option or similar transaction,
if and to the extent that concurrently with the consummation of such transaction the settlement amounts thereunder are repaid in full
with respect to the Borrower or Subsidiary which would otherwise have been in default of such Hedging Transaction or other swap, forward,
future or derivative transaction, option or similar transaction.


 


(k) 
Any Change in Control with respect to such Borrower shall occur.


 






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SECTION 7.2.     Acceleration.
(a) If any Event of Default described in Section 7.1(f) or 7.1(g) occurs with respect to a Borrower, the
obligations of the Lenders to make Loans and of the Issuing Banks to issue, amend or extend Letters of Credit hereunder to such
Borrower (and, if such Borrower is the Borrowing Subsidiary, to the Company) shall immediately and automatically terminate and the
Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, of the Company) shall immediately and automatically
become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank or any Lender and
without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If any other Event
of Default occurs with respect to a Borrower, the Required Lenders (or the Administrative Agent at the direction of the Required
Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue, amend or extend
Letters of Credit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of an Event of Default
with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower
(and, in the case of an Event of Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives.


 


(b) 
If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of
the Issuing Banks to issue, amend or extend Letters of Credit hereunder as a result of any Event of Default (other than any Event of
Default described in Section 7.1(f) or 7.1(g) with respect to such Borrower) 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 such Borrower, rescind and annul such acceleration and/or termination.


 


ARTICLE VIII


 


THE ADMINISTRATIVE AGENT


 


SECTION 8.1.     Appointment;
Nature of Relationship. JPMorgan is hereby appointed by each of the Lenders and each of the Issuing Banks as Administrative Agent
hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein
and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions
contained in this Article VIII. Notwithstanding the use of the term “agent”, herein or in any other Loan Documents,
it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or any
Issuing Bank by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual
representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other
Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “representative”
of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial
Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in
this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Administrative
Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and Issuing
Bank hereby waives.


 






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SECTION 8.2.         Powers.
The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative
Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have
no implied duties or fiduciary duties to the Lenders or the Issuing Banks, or any obligation to the Lenders or the Issuing Banks to take
any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.


 


SECTION 8.3.         General
Immunity. Neither the Administrative Agent nor any of its Related Parties (it being understood that nothing in this sentence shall
affect any liability of JPMorgan in its capacity as a Lender (or of any of its Related Parties in respect of such capacity)) shall be
liable to the Borrowers, the Lenders or any Lender or any Issuing Bank for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in
a final, non-appealable judgment by a court of competent jurisdiction to have arisen from (i) the gross negligence, bad faith or
willful misconduct of the party from which recovery is sought or (ii) the material breach by such party of its agreements hereunder
or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable
assertion in good faith by the Administrative Agent that any condition to any of its obligations hereunder has not been satisfied).


 


SECTION 8.4.         No
Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its Related Parties (it being understood
that nothing in this sentence shall affect any responsibilities or duties hereunder of JPMorgan in its capacity as a Lender) shall be
responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection
with any Loan Document or any Credit Extension hereunder or the content of any certificate or other document delivered under or in connection
with any Loan Document; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document,
including any agreement by an obligor to furnish information directly to each Lender and each Issuing Bank; (c) the satisfaction
of any condition specified in Article IV, except receipt of items required to be delivered (and which on their face purport to be
such items) solely to the Administrative Agent; (d) the existence or possible existence of any Default or Event of Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished
in connection therewith (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic
Signature transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page); (f) the
value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the
Borrowers or any guarantor of any of the Obligations or of any of the Borrowers’ or any such guarantor’s respective subsidiaries.
Except as expressly set forth in this Agreement or any other Loan Document, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its subsidiaries or other Affiliates
that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Notwithstanding
anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses
suffered on account of, any determination by the Administrative Agent that any Lender is a Defaulting Lender, or the effective date of
such status, it being further understood and agreed that the Administrative Agent shall not have any obligation to determine whether
any Lender is a Defaulting Lender.


 






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SECTION 8.5.     Action
on Instructions of Lenders. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), and such consent or request
and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and each Issuing Bank. The Lenders and
each Issuing Bank hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted
to be taken by it pursuant to the provisions of this Agreement or any other Loan Document, except discretionary actions expressly contemplated
by this Agreement or any other Loan Document that the Administrative Agent is required to take as directed in writing by 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 to be necessary, under the circumstances as provided in the Loan Documents). The Administrative Agent shall not be required to
take any action hereunder or under any other Loan Document that, in its opinion, could expose the Administrative Agent to liability or
be contrary to this Agreement or any other Loan Document or applicable law, rule or regulation, and the Administrative Agent shall
be fully justified in failing or refusing to take any action hereunder or under any other Loan Document unless it shall first be indemnified
to its satisfaction in writing by the Lenders pro rata against any and all Liabilities, costs and expenses that it may incur by reason
of taking or continuing to take any such action.


 


SECTION 8.6.     Employment
of Sub-Agents. 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 its duties and exercise its rights and powers through their respective Related Parties. The
indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles VIII and IX shall
apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence,
bad faith or willful misconduct in the selection of such sub-agents.


 






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SECTION 8.7.     Reliance
on Documents; Counsel. The Administrative Agent shall be entitled to rely, 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory,
sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying,
upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person (whether or not such
Person in fact meets the requirements set forth in the Loan Documents for being maker thereof), and may act upon any such statement prior
to receipt of written confirmation thereof. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,
extension or amendment of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank,
the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent
shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance to the making of such Loan or the
issuance, extension or amendment of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel
for any Borrower or an employee of the Administrative Agent), independent accountants and other experts selected by it, and shall not
be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


SECTION 8.8.     Administrative
Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent and its Related
Parties, severally and not jointly, ratably in proportion to their respective shares of the Aggregate Commitment (or, if the Aggregate
Commitment has been terminated, of the Aggregate Revolving Credit Exposure) (determined as of the date of any such request by the Administrative
Agent), (a) for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the
Borrowers under the Loan Documents in its capacity as Administrative Agent, (b) to the extent not paid by the Borrowers, for any
other expenses incurred by the Administrative Agent on behalf of the Lenders or the Issuing Banks in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Administrative
Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders or Issuing
Banks) and (c) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent or any of its Related Parties in any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against
the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the
Lenders or Issuing Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided
that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Administrative
Agent, (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 8.8,
be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Administrative Agent shall reimburse the
Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations
of the Lenders under this Section 8.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit
and termination of this Agreement.


 






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SECTION 8.9.     Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received written notice from a Lender or a Borrower referring to this Agreement
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Borrowers, the Lenders
and the Issuing Banks.


 


SECTION 8.10.     Rights
as a Lender. In the event the Administrative Agent is a Lender or an Issuing Bank, the Administrative Agent shall have the same rights
and powers hereunder and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender or any
Issuing Bank and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders”
or “Issuing Bank” shall, at any time when the Administrative Agent is a Lender or an Issuing Bank, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. The Administrative Agent 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 trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with
each Borrower or any of its Affiliates and without any duty to account therefor to the Lenders or the Issuing Banks. The Administrative
Agent, in its individual capacity, is not obligated to remain a Lender.


 


SECTION 8.11.     Independent
Credit Decision. Each Lender and each Issuing Bank acknowledges and agrees that (a) the Loan Documents set forth the terms of
a commercial lending facility, (b) it is engaged in making, acquiring or holding commercial loans and in providing other facilities
set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of its business and is making
the Loans hereunder as commercial loans in the ordinary course of its business and not for the purpose of purchasing, acquiring or holding
any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing),
(c) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation
Agent, any other Lender or any other Issuing Bank, or any of the Related Parties of any of the foregoing, and based on the financial
statements prepared by the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement and the other Loan Documents to which it is a party, and to make, acquire or hold Loans hereunder
and (d) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities
set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making
its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring
or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any other Issuing Bank, and based
on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement and the other Loan Documents. Each Lender and each Issuing Bank, by delivering its signature page to
this Agreement, or delivering its signature page to an Assignment and Assumption or a Commitment Increase Amendment, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to,
or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Restatement Effective Date.


 






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SECTION 8.12.     Erroneous
Payments. (a) Each Lender and each Issuing Bank hereby agrees that (i) if the Administrative Agent notifies such Lender or
such Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or such
Issuing Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal,
interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such
Lender or such Issuing Bank (whether or not known to such Lender or such Issuing Bank), and demands the return of such Payment (or a
portion thereof), such Lender or such Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to
the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds,
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by
such Lender or such Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to
time in effect, and (ii) to the extent permitted by applicable law, such Lender or such Issuing Bank shall not assert, and
hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to
any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including any defense based
on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or any Issuing Bank
under this Section 8.12 shall be conclusive, absent manifest error.


 


(b) 
Each Lender and each Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of
its Affiliates (i) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by
the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (ii) that
was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect
to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion
thereof) may have been sent in error, such Lender or such Issuing Bank shall promptly notify the Administrative Agent of such occurrence
and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to
the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together
with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender
or such Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 






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(c) 
The Borrowers hereby agree that (i) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender
or any Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated
to all the rights of such Lender or such Issuing Bank with respect to such amount and (ii) an erroneous Payment shall not pay, prepay,
repay, discharge or otherwise satisfy any obligations of any Borrower under this Agreement or any other Loan Document; provided
that for the avoidance of doubt, immediately preceding clauses (i) and (ii) shall not apply to the extent that such erroneous
Payment is, and solely with respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative
Agent from the Borrowers for the purpose of making such erroneous Payment.


 


(d) 
Each party’s obligations under this Section 8.12 shall survive the resignation of the Administrative Agent or any transfer
of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, or the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.


 


SECTION 8.13.     Bankruptcy
Event. In case of the pendency of any proceeding with respect to any Borrower under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or
any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention
in such proceeding or otherwise:


 


(a) 
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure
and all other obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Banks and the Administrative Agents (including any claim under Sections 2.7, 2.11, 2.12,
3.1, 3.2, 3.5 and 9.10) allowed in such judicial proceeding; and


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized
by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders or the Issuing Banks, to pay to the Administrative Agent any amount
due to it, in its capacity as an Administrative Agent, under the Loan Documents (including under Section 9.10).


 






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SECTION 8.14.     Successor
Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing
Banks and the Borrowers, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor
Administrative Agent has been appointed, 45 days after the retiring Administrative Agent gives notice of its intention to resign. Upon
any such resignation, the Required Lenders, with the consent of the Borrowers (which consent shall not be unreasonably withheld, conditioned
or delayed, provided that such consent shall not be required in the event and continuation of an Event of Default), shall have
the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Required Lenders or consented to by the Borrowers within 30 days after the resigning Administrative
Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrowers
and the Lenders, a successor Administrative Agent. If the Administrative Agent has resigned and no successor Administrative Agent has
been appointed, the Required Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all
payments in respect of the Obligations to the applicable Lenders and Issuing Banks and for all other purposes shall deal directly with
the Lenders and Issuing Banks. If the Administrative Agent has resigned and, at such time, holds cash collateral under this Agreement,
the Administrative Agent shall continue to hold such cash collateral for the benefit of the Lenders and the applicable Issuing Banks
until a successor Administrative Agent has been appointed. No successor Administrative Agent shall be deemed to be appointed hereunder
until such successor Administrative Agent has accepted the appointment. Unless otherwise agreed by the Company, any such successor Administrative
Agent shall be a Lender or, if no Lender will accept such appointment, a commercial bank having capital and retained earnings of at least
$1,000,000,000 (or such lower amount as shall be acceptable to the Company). Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation of
the Administrative Agent, the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under
the Loan Documents. After the effectiveness of the resignation of the Administrative Agent, the provisions of this Article VIII
and Sections 3.1, 3.5 and 9.10, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan
Document, shall continue in effect for the benefit of such Administrative Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while it was acting as the Administrative Agent hereunder and under
the other Loan Documents and in respect of any cash collateral held by the Administrative Agent as described above.


 


SECTION 8.15.     Administrative
Agent Fees. Each Borrower severally and not jointly agrees to pay to the Administrative Agent, for its own account, the agent fees
separately agreed to by such Borrower and the Administrative Agent pursuant to and in accordance with that certain fee letter dated October 20,
2022 and as otherwise mutually agreed to in writing from time to time.


 


SECTION 8.16.     Delegation
to Affiliates. The Borrowers, the Lenders and the Issuing Banks agree that the Administrative Agent may delegate any of its duties
under this Agreement to any of its Affiliates (it being agreed that the Administrative Agent will remain responsible for the performance
of all such duties). Any such Affiliate (and such Affiliate’s Related Parties) which performs duties in connection with this Agreement
shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent
is entitled under Articles VIII and IX.


 






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SECTION 8.17.     Certain
ERISA Matters.


 


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


 


		(i)	such
                                            Lender is not using “plan assets” (within the meaning of Section 3(42) of
                                            ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of
                                            one or more Benefit Plans with respect to such Lender’s entrance into, participation
                                            in, administration of and performance of the Loans, the Letters of Credit, the Commitments
                                            or this Agreement,



 


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



 


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



 


		(iv)	such
                                            other representation, warranty and covenant as may be agreed in writing between the Administrative
                                            Agent and such Lender, in each case in consultation with the Borrowers.



 


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


 






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SECTION 8.18.     Arrangers,
Syndication Agents and Documentation Agents. The Persons identified in this Agreement as “Joint Lead Arrangers”, “Joint
Bookrunners”, “Syndication Agents” and “Documentation Agents”, in such capacities, shall have no obligation,
liability, responsibility or duty under this Agreement, but shall have the benefit of the indemnification, reimbursement, waiver and
other protective provisions to which they are expressed to be entitled under this Agreement. Without limiting the foregoing, such Persons,
in such capacities, shall not have or be deemed to have a fiduciary relationship with any other Person. Each Lender hereby makes the
same acknowledgements with respect to such Persons as it makes with respect to the Administrative Agent in Section 8.11.


 


ARTICLE IX


 


GENERAL PROVISIONS


 


SECTION 9.1.     Amendments.
(a) Except as provided in Section 9.1(b), none of this Agreement, any other Loan Document or any provision hereof or thereof
may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into
by each Borrower, the Administrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement
or agreements in writing entered into by the Administrative Agent and the Borrower or Borrowers party thereto, in each case with the
consent of the Required Lenders; provided that (i) no such agreement shall (A) increase the Commitment of any Lender
without the written consent of such Lender, (B) reduce the principal amount of any Loan or LC Disbursement, or change the permitted
currency thereof, or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (C) except as expressly otherwise provided herein, postpone the scheduled maturity date of any Loan or LC Disbursement
or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (D) change
the definition of the term “Pro Rata Share” or change Section 9.20 in a manner that would alter the pro rata sharing
of payments required thereby without the written consent of each Lender, (E) except as otherwise provided in this Agreement with
respect to the rights of Defaulting Lenders, expressly subordinate in right of payment to any other Indebtedness the rights of any Lender
with respect to the principal of, or interest on, any Loan of such Lender without the written consent of such Lender or (F) change
any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or
any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, and (ii) no such
agreement shall amend, modify, extend or otherwise affect the rights or obligations of the Administrative Agent, the Swingline Lender
or any Issuing Bank without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank, as the
case may be.


 






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(b) Notwithstanding
anything to the contrary in paragraph (a) of this Section 9.1:


 


(i) any provision
of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by each Borrower and the Administrative
Agent to correct any administrative or other manifest error, omission, defect or inconsistency so long as, in each case, the Lenders
shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received,
within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required
Lenders object to such amendment:


 


(ii) this
Agreement and the other Loan Documents may be amended as provided in Sections 2.4(j), 2.20, 2.22 and 3.3(b);


 


(iii) the
Borrowers, the Administrative Agent and the applicable Issuing Bank may enter into an Issuing Bank Agreement, and the term “LC
Commitment”, as such term is used in reference to any Issuing Bank, may be modified as contemplated by the definition of such term;


 


(iv) no consent
with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of any Defaulting
Lender, except with respect to any amendment, waiver or other modification referred to in clause (i)(A), (i)(B) or (i)(C) of
the proviso to paragraph (a) of this Section 9.1 and then only in the event such Defaulting Lender shall be affected by such
amendment, waiver or other modification; and


 


(v) any provision
of this Agreement may be amended by an agreement in writing entered into by the applicable Borrower, the Required Lenders and the Administrative
Agent if, by the terms of such agreement, (i) the Commitment of each Lender not consenting to the amendment provided for therein
shall terminate upon the effectiveness of such amendment and (ii) upon the effectiveness of such amendment, each Lender not consenting
to such amendment shall receive payment in full of the principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.


 


(c)  The Administrative
Agent may, but shall have no obligation to, with the prior written consent of any Lender, execute amendments, waivers or other modifications
on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.1 shall be binding
upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.


 






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SECTION 9.2.     Preservation
of Rights. No omission of the Lenders, the Administrative Agent or the Issuing Banks to exercise or delay in exercising any right
under the Loan Documents shall impair such right or be construed to be a waiver of any Default or Event of Default or an acquiescence
therein, and the making of a Credit Extension notwithstanding the existence of a Default or an Event of Default or the inability of a
Borrower to satisfy the conditions precedent to such Credit Extension 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 9.1,
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 Administrative Agent, the Issuing Banks and the Lenders until all of the Obligations
have been paid in full.


 


SECTION 9.3.     Notices.


 


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


 


		(i)	if
                                            to either Borrower, to it in care of Ameren Corporation, 1901 Chouteau Avenue, St. Louis,
                                            MO 63103, Attention of Darryl Sagel, Vice President and Treasurer (email dsagel@ameren.com);



 


		(ii)	if
                                            to the Administrative Agent or to JPMorgan, in its capacity as the Swingline Lender, to JPMorgan
                                            Chase Bank N.A., 500 Stanton Christiana Road, Floor 1, Newark, DE 19713, Attention of
                                            Loan & Agency Services Group (Telephone No. (302) 634-1928, email: marsea.medori@chase.com);
                                            for credit administration matters, to JPMorgan Chase Bank, N.A., 8181 Communications Pkwy,
                                            Building B, 6th Floor, Plano, TX 75024, Attention of Hamza Tariq (Telephone No. (972)
                                            324-2325, email: hamza.tariq@jpmchase.com);



 


		(iii)	if
                                            to JPMorgan, in its capacity as an Issuing Bank, JPMorgan Chase Bank N.A., 10420 Highland
                                            Manor Drive, 4th Floor, Tampa, FL 33610, Attention of Standby LC Unit (Telephone No. (800)
                                            364-1969, email: gts.ib.standby@jpmchase.com), with a copy to JPMorgan Chase Bank N.A., 500
                                            Stanton Christiana Road, Floor 1, Newark, DE 19713, Attention of Loan & Agency
                                            Services Group (Telephone No. (302) 634-1928, email: marsea.medori@chase.com); and



 


		(iv)	if
                                            to any other Lender or Issuing Bank, to it at its address (or telephone number or email)
                                            set forth in its Administrative Questionnaire.



 


(b) 
Notices and other communications to the Lenders and Issuing Banks hereunder may, in addition to email, be delivered or furnished
by other electronic communications (including using the Platform) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices under Article II to any Lender or Issuing Bank if such Lender or Issuing Bank,
as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by such electronic
communication. The Administrative Agent or either Borrower may, in its discretion and in addition to email, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications.


 






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(c) 
Any party hereto may change its address (or telephone number or email) for notices and other communications hereunder by notice
to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrowers and the Administrative Agent).


 


(d) 
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received; and unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an email 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 email or other written acknowledgement) and (ii) notices or communications
posted to the Platform shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described
in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient.


 


(e) 
Each Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communication by posting such
Communication on the Platform. The Platform and any Communications are provided “as is” and “as available”. Neither
the Administrative Agent nor any of its Related Parties warrants, or shall be deemed to warrant, the adequacy of the Platform or the
Communications, and the Administrative Agent expressly disclaims liability for errors or omissions in the Communications. No warranty
of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement
of third-party rights or freedom from viruses or other code defects, is made, or shall be deemed to be made, by the Administrative Agent
or any of its Related Parties in connection with the Communications or the Platform. In no event shall the Administrative Agent or any
of its Related Parties have any Liability to either Borrower, any Lender, any Issuing Bank or any other Person for damages of any kind,
including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Communications through
the internet or the Platform, except to the extent of direct or actual damages (and not any special, indirect, consequential or punitive
damages) that are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross
negligence, bad faith or willful misconduct of the Administrative Agent.


 






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SECTION 9.4.     Successors
and Assigns.


 


(a) 
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate or branch of any Issuing Bank that issues any Letter of Credit), except that (i) no
Borrower may assign or otherwise transfer (except as a result of an assumption expressly permitted under Section 6.9) any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each Issuing Bank (and
any attempted assignment or transfer by either Borrower without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate or branch of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in Section 9.4(c)), and, with respect to Sections 8.11, 9.10 and 9.12, the Arrangers, the Syndication Agents, the Documentation
Agents and the Related Parties of any of the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, any
Issuing Bank and any Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b) 
Assignments.


 


		(i)	Subject
                                            to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one
                                            or more Eligible Assignees all or a portion of its rights and obligations under this Agreement
                                            (including all or a portion of its Commitment and the Loans at the time owing to it) with
                                            the prior written consent (such consent not to be unreasonably withheld or delayed, it being
                                            understood that it would not be unreasonable for a Borrower to withhold consent to an assignment
                                            of all or a portion of a Lender’s rights and obligations under this Agreement to a
                                            Person that is not engaged in making commercial revolving loans and similar extensions of
                                            credit in the ordinary course of its business) of:



 


(A) each
Borrower; provided that no consent of the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund and (2) if an Event of Default has occurred and is continuing, for any other assignment; provided
further that each Borrower will be deemed to have consented to an assignment if it does not respond to a written request for
a consent thereto within 10 Business Days after actual receipt of such request;


 


(B) the Administrative
Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of
a Lender;


 


(C) in the case
of an assignment of a Commitment or any Swingline Exposure, the Swingline Lender; and


 


(D) in the case
of an assignment of a Commitment or any LC Exposure, each Issuing Bank.


 






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



 


(A) except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each Borrower and the Administrative Agent otherwise consent; provided that no
such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing; provided further that each
Borrower will be deemed to have consented to an assignment if it does not respond to a written request for a consent thereto within 10
Business Days after actual receipt of such request;


 


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


 


(C) the parties
to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500; and


 


(D) the assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates
one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, state and foreign
securities laws.


 


		(iii)	Subject
                                            to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 9.4,
                                            from and after the effective date specified in each Assignment and Assumption, the assignee
                                            thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
                                            and Assumption, have the rights and obligations of a Lender under this Agreement, and the
                                            assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
                                            and Assumption, be released from its obligations under this Agreement (and, in the case of
                                            an Assignment and Assumption covering all 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 Article III and Section 9.10). Any assignment or
                                            transfer by a Lender of rights or obligations under this Agreement that does not comply with
                                            this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender
                                            of a participation in such Lender’s rights or obligations as provided in Section 9.4(c).



 


		(iv)	The
                                            Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
                                            shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
                                            it and a register for the recordation of the names and addresses of the Lenders, and the
                                            Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements
                                            owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
                                            The entries in the Register shall be conclusive absent manifest error and the Borrowers,
                                            the Administrative Agent, the Issuing Banks 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. The Register shall be available
                                            for inspection by either Borrower and, as to entries pertaining to it, any Issuing Bank or
                                            Lender, at any reasonable time and from time to time upon reasonable prior notice. The Register
                                            is intended to cause the Commitments, Loans, Letters of Credit or other obligations to be
                                            in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of
                                            the Code and Sections 5f.103-1(c) and 1.871-14(c) of the United States Treasury
                                            Regulations.



 






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		(v)	Upon
                                            its receipt of a duly completed Assignment and Assumption executed by an assigning Lender
                                            and an assignee, the assignee’s completed Administrative Questionnaire and any tax
                                            forms required by Section 3.5(e) (unless the assignee shall already be a Lender
                                            hereunder), the processing and recordation fee referred to in this Section and any written
                                            consent to such assignment required by this Section, the Administrative Agent shall accept
                                            such Assignment and Assumption and record the information contained therein in the Register.
                                            No assignment shall be effective for purposes of this Agreement unless it has been recorded
                                            in the Register as provided in this paragraph. Each assignee, by its execution and delivery
                                            of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender
                                            and the Administrative Agent that such assignee is an Eligible Assignee.



 


(c) 
Participations.


 


		(i)	Any
                                            Lender may, without the consent of either Borrower, the Administrative Agent, the Swingline
                                            Lender or any Issuing Bank, sell participations to one or more Eligible Assignees (“Participants”)
                                            in all or a portion of such Lender’s rights and obligations under this Agreement (including
                                            all or a portion of its Commitment and the Loans owing to it); provided that (A) such
                                            Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender
                                            shall remain solely responsible to the other parties hereto for the performance of such obligations
                                            and (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders
                                            shall continue to deal solely and directly with such Lender in connection with such Lender’s
                                            rights and obligations under this Agreement. Any agreement or instrument pursuant to which
                                            a Lender sells such a participation shall provide that such Lender shall retain the sole
                                            right to enforce this Agreement and to approve, without the consent of any Participant, any
                                            amendment, modification or waiver of any provision of this Agreement or any other Loan Document;
                                            provided that such agreement or instrument may provide that such Lender will not,
                                            without the consent of the Participant, agree to any amendment, modification or waiver described
                                            in the first proviso to Section 9.1(a) that affects such Participant or requires
                                            the approval of all of the Lenders or all of the affected Lenders. Subject to paragraph (c)(ii) of
                                            this Section, each Borrower agrees that each Participant shall be entitled to the benefits
                                            of Article III to the same extent as if it were a Lender and had acquired its interest
                                            by assignment pursuant to paragraph (b) of this Section. To the extent permitted
                                            by law, each Participant also shall be entitled to the benefits of Section 9.4 as though
                                            it were a Lender; provided such Participant agrees to be subject to Section 9.20
                                            as though it were a Lender.



 






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		(ii)	A
                                            Participant shall not be entitled to receive any greater payment under Section 3.1,
                                            3.2 or 3.5 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 Borrowers’ prior written consent or except to the extent
                                            such entitlement to receive a greater payment results from a Change in Law that occurs after
                                            the Participant acquired the applicable participation.



 


		(iii)	Each
                                            Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
                                            agent of the Borrowers, 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 any Loan Document (the “Participant Register”);
                                            provided that no Lender shall have any obligation to disclose all or any portion of
                                            the Participant Register (including the identity of any Participant or any information relating
                                            to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other
                                            obligations under any Loan Document) to any Person except to the extent that such disclosure
                                            is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation
                                            is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
                                            The entries in the Participant Register shall be conclusive absent manifest error, and such
                                            Lender shall treat each Person whose name is recorded in the Participant Register as the
                                            owner of such participation for all purposes of any Loan Document notwithstanding any notice
                                            to the contrary. For the avoidance of doubt, the Administrative Agent shall have no responsibility
                                            for maintaining a Participant Register. The Participant Register is intended to cause the
                                            applicable Commitment, Loan, Letter of Credit or other obligation to be in registered form
                                            within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and Sections
                                            5f.103-1(c) and 1.871-14(c) of the United States Treasury Regulations.



 


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


 


SECTION 9.5.     Survival.
All representations and warranties of the Borrowers contained in this Agreement shall survive the making of the Credit Extensions herein
contemplated. Until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and
satisfied (or in the case of LC Exposure, cash collateralized as provided herein), all Commitments shall have terminated and all other
obligations to make any further financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents
shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and
the other Loan Documents shall survive.


 






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SECTION 9.6.      Governmental
Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to
either Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.


 


SECTION 9.7.      Headings.
Article and 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.


 


SECTION 9.8.      Entire
Agreement. The Loan Documents embody the entire agreement and understanding among the Administrative Agent, each Issuing Bank and
the Lenders, and between the Administrative Agent, each Issuing Bank and the Lenders on one hand, and the Borrowers individually on the
other hand, and supersede all prior agreements and understandings among and between such parties, as the case may be, relating to the
subject matter thereof (but do not supersede (a) any provisions of the fee letters related to the credit facilities established hereby
or (b) the indemnification and reimbursement provisions of any commitment letter related to the credit facilities established hereby
that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which provisions shall remain in
full force and effect).


 


SECTION 9.9.      Several
Obligations. The respective obligations of the Lenders and the Issuing Banks hereunder are several and not joint and no Lender or
Issuing Bank shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as
such). The failure of the Administrative Agent, any Lender or any Issuing Bank to perform any of its obligations hereunder shall not relieve
the Administrative Agent, any other Lender or any Issuing Bank of any of its obligations hereunder.


 


SECTION 9.10.    Expenses;
Indemnification.


 


(a) 
Subject to paragraph (c) below, the Borrowers shall reimburse the Administrative Agent and each Arranger (but not the Lenders)
for any reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket fees, disbursements and other charges of one firm
of legal counsel for the Administrative Agent and the Arrangers, and reasonable out-of-pocket expenses of and reasonable fees for other
advisors and professionals engaged by the Administrative Agent or any Arranger) paid or incurred by the Administrative Agent or the Arrangers
in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including
via the internet and the Platform), review, amendment, modification and administration of the Loan Documents (such legal out-of-pocket
expenses and fees to be limited to the fees of Cravath, Swaine & Moore LLP insofar as the arrangement, syndication, negotiation,
documentation and closing of the credit facilities established hereby are concerned). Subject to paragraph (c) below, the Borrowing
Subsidiary and the Company also agree to reimburse the Administrative Agent, each Arranger and, during an Event of Default, the Issuing
Banks and the Lenders for any reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket fees, disbursement and other
charges of any legal counsel for the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders) paid or incurred by the Administrative
Agent, any Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents.


 






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(b) 
Subject to paragraph (c) below, the Borrowers hereby further agree to indemnify the Administrative Agent, each Arranger, each
Issuing Bank, each Lender and their Related Parties (each such Person being referred to as an “indemnified party”)
against all Liabilities and related expenses (including all Liabilities and expenses related to or resulting from any claim, litigation,
investigation, arbitration or other proceeding or preparation therefor, whether commenced by the Borrowers or their Affiliates or by any
third party, whether based on contract, tort or any other theory and whether or not the Administrative Agent, any Arranger, any Issuing
Bank, any Lender or any of their Related Parties is a party thereto, and all reasonable out-of-pocket fees, disbursements and other charges
of any legal counsel for the party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement,
the other Loan Documents, the transactions contemplated hereby and the direct or indirect application or proposed application of the proceeds
of any Loan or Letter of Credit hereunder, except to the extent that such Liabilities and related expenses have resulted, as determined
in a final non-appealable judgment by a court of competent jurisdiction, (i) from the gross negligence, bad faith or willful misconduct
of the indemnified party seeking indemnification, (ii) from the material breach by the indemnified party seeking indemnification
of its agreements hereunder or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur
as a result of any reasonable assertion in good faith by any indemnified party that any condition to any of its obligations hereunder
has not been satisfied) or (iii) from claims of one or more indemnified parties against another indemnified party (other than claims
against the Administrative Agent (or any other designated agent), any Issuing Bank, the Swingline Lender or any Arranger in their capacities,
or in fulfilling their roles, as such) and not involving any act or omission of the Borrowers or their subsidiaries or any of their respective
Affiliates (or any such Person’s officers, directors, employees, advisors, agents or representatives). This paragraph shall not
apply with respect to Taxes, other than Taxes that represent Liabilities or expenses arising from any non-Tax claim.


 


(c) 
Each amount payable under paragraph (a) or (b) of this Section shall be an obligation of, and shall be discharged
by, (i) to the extent arising out of acts, events and circumstances related to a particular Borrower, such Borrower, and (ii) otherwise,
both Borrowers, with each of them being severally, but not jointly, liable for its Contribution Percentage of such amount; provided
that the Company agrees that, if the Borrowing Subsidiary shall fail to pay any amount owed by it under clause (ii) of this paragraph
(c) after a demand shall have been made by the Person to which such amount is owed, the Company shall promptly pay such amount (the
Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of
the Borrowing Subsidiary under this Section).


 


(d) 
To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent, any Arranger,
the Swingline Lender or any Issuing Bank or any Related Party of any of the foregoing under paragraph (a) or (b) of this
Section (and without limiting the obligation of the Borrowers to pay such amount), each Lender severally agrees to pay to the Administrative
Agent, such Arranger, the Swingline Lender, such Issuing Bank 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 Liabilities and related expenses were incurred by or asserted against the Administrative
Agent, such Arranger, the Swingline Lender or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent, any Arranger, any Issuing Bank or the Swingline Lender in connection with such capacity.


 






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(e) 
The obligations of the Borrowers under this Section 9.10 shall survive the termination of this Agreement and, as to each Borrower,
the Availability Termination Date of such Borrower.


 


SECTION 9.11.      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.


 


SECTION 9.12.      No
Fiduciary Duties; Limitation on Liability. (a)  The relationship between the Borrowers individually on the one hand and the Lenders,
the Issuing Banks and the Administrative Agent on the other hand shall be solely that of borrower and lender. No provision in any Loan
Document, the transactions contemplated thereby, any relationships established thereby, any communications pursuant thereto or the nature
of services provided by the Lenders, any Issuing Bank, the Administrative Agent or their respective Affiliates shall create an advisory,
fiduciary or agency relationship or fiduciary or other implied duty between the Lenders, any Issuing Bank, the Administrative Agent or
their respective Affiliates on the one hand and the Borrowers and their subsidiaries, Affiliates or equityholders on the other hand. Each
Borrower agrees that it will not assert any claim against any Lender, any Issuing Bank, the Administrative Agent or any of their respective
Affiliates based on an alleged breach of fiduciary duty by such Person in connection with any Loan Document and the transactions contemplated
thereby. None of the Administrative Agent, any Arranger, any Issuing Bank or any Lender undertakes any responsibility to the Borrowers
to review or inform the Borrowers of any matter in connection with any phase of the Borrowers’ businesses or operations.


 


(b)            The
Borrowers agree that none of the Administrative Agent, any Arranger, any Issuing Bank, any Lender or any of their respective Affiliates
shall have liability to the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrowers in connection
with, arising out of or in any way related to the transactions contemplated and the relationship established by the Loan Documents or
any act, omission or event occurring in connection therewith unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from (i) the gross negligence, bad faith or willful misconduct of the party from
which recovery is sought or (ii) the material breach by the party from which recovery is sought of its agreements hereunder or under
the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable assertion
in good faith by the Administrative Agent, any Arranger, any Issuing Bank or any Lender that any condition to any of its obligations hereunder
has not been satisfied).


 






    	 	101	 



     


    

 


(c)            None
of the Borrowers or any Lender-Related Person shall have any liability for, and each Borrower and each Lender-Related Person party hereto
hereby agrees not to assert and hereby waives, any Liabilities against any Borrower or any Lender-Related Person, on any theory of liability,
for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, or in connection
with or in any way related to the Loan Documents or the transactions contemplated thereby; provided that each Borrower shall be obligated
as, and subject to the limitations, provided in Section 9.10 (or in any other agreement to which such Borrower is a party) to indemnify
the Lender-Related Persons against any special, indirect, consequential or punitive damages that may be asserted against them.


 


(d)            No
Lender-Related Person shall be liable, and each Borrower agrees not to assert and hereby waives, any claim against any Lender-Related
Person, on any theory of liability, for any Liabilities arising from the use by others of any information or other materials (including
any personal data) distributed 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 (including the internet and Platform), except
to the extent resulting from (i) the gross negligence, bad faith or willful misconduct of such Lender-Related Person or (ii) the
material breach by such Lender-Related Person of its agreements hereunder or under the other Loan Documents (it being agreed, however,
that no such breach shall be deemed to occur as a result of any reasonable assertion in good faith by any Lender-Related Person that any
condition to any of its obligations hereunder has not been satisfied), in each case, as determined by a final non-appealable judgment
of a court of competent jurisdiction.


 


SECTION 9.13.      Confidentiality.
Each Lender and each Issuing Bank agrees to hold any confidential information which it may receive from either Borrower pursuant to this
Agreement in confidence, except for disclosure (a) to its Affiliates and to its and its Affiliates’ respective Related Parties,
accountants, legal counsel and other advisors, in each case on a need to know basis and which have been informed as to the confidential
nature of such information, (b) to Governmental Authorities purporting to have jurisdiction over it or its Affiliates (including
any self-regulatory authority such as the National Association of Insurance Commissioners), (c) to any Person as required by law,
regulation, or legal process (provided that, to the extent legally permitted, such Lender or Issuing Bank shall provide each Borrower
with notice of such required disclosure to permit the Borrowers to contest the necessity thereof), (d) to any Person in connection
with any legal proceeding arising under or in connection with this Agreement, the other Loan Documents or the transactions contemplated
hereby or thereby to which such Lender or Issuing Bank is a party (provided that, to the extent legally permitted, such Lender
or Issuing Bank shall provide the Borrowers with notice of such required disclosure to permit the Borrowers to contest the necessity thereof),
(e) to any assignee of or participant in, or prospective assignee of or participant in, any of its rights or obligations under this
Agreement, if and to the extent such Person has been informed as to the confidential nature of such information and has agreed to treat
such information in accordance with the terms of this Section 9.13, (f) to such Lender’s or Issuing Bank’s direct
or indirect contractual counterparties in swap agreements or credit insurance providers with respect to the credit facilities established
hereunder, or to legal counsel, accountants and other professional advisors to any of the foregoing, in each case which have been informed
as to the confidential nature of such information and have agreed to treat such information in accordance with the terms of this Section 9.13,
(g) to rating agencies if requested or required by such agencies in connection with a rating relating to this Agreement or the Loans
hereunder, (h) with the consent of such Borrower, (i) to any other party to this Agreement, (j) in connection with the
exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (k) to the CUSIP Service Bureau or any similar agency
in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities established hereunder and (l) information
that is of the type routinely provided by arrangers to data service providers, including league table providers, that serve the lending
industry, such as information identifying the Borrowers, the type, amount and maturity of the credit facility established hereby and the
roles and titles of the Arrangers and agents named on the cover hereof (but excluding any confidential information relating to the Borrowers).


 






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SECTION 9.14.      Nonreliance.
Each Lender 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 9.15.      Disclosure.
Each Borrower, each Lender and each Issuing Bank hereby acknowledges and agrees that each Lender, each Issuing Bank and their Affiliates
from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.


 


SECTION 9.16.      Certain
Notices. Each Lender and each Issuing Bank hereby notifies the Borrowers that, pursuant to the requirements of the USA Patriot Act
and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrowers, which
information includes the names and addresses of the Borrowers and other information that will allow such Lender or Issuing Bank to identify
the Borrowers in accordance with its requirements. The Borrowers shall, promptly following a request by the Administrative Agent or any
Lender or Issuing Bank, provide all documentation and other information that the Administrative Agent or such Lender or Issuing Bank reasonably
requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA Patriot Act and the Beneficial Ownership Regulation.


 


SECTION 9.17.      Non-Public
Information. Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrowers
or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level
information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (a) it has developed
compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including
Federal, state and foreign securities laws, and (b) it has identified in its Administrative Questionnaire a credit contact who may
receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and
foreign securities laws.


 


SECTION 9.18.      Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall
have been received by such Lender.


 






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SECTION 9.19.      Setoff.
In addition to, and without limitation of, any rights of the Lenders or the Issuing Banks under applicable law, if any Event of Default
pursuant to Section 7.1(b), 7.1(f) or 7.1(g) occurs with respect to a Borrower, or any other Event of Default with respect
to a Borrower shall occur and be continuing and the Required Lenders shall have terminated any Commitments as to such Borrower or accelerated
the maturity of any Loans to such Borrower, then 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
or any Issuing Bank to or for the credit or account of such Borrower may be offset and applied toward the payment of the Obligations owing
by such Borrower to such Lender or such Issuing Bank, whether or not the Obligations, or any part thereof, shall then be due. Promptly
upon the exercise of its right of setoff hereunder, each Lender and Issuing Bank shall deliver written notice thereof to the Administrative
Agent and the Administrative Agent shall make such notice available to the other Lenders and Issuing Banks.


 


SECTION 9.20.      Ratable
Payments. 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 its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary
so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of
and accrued interest on their Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section shall
not be construed to apply to any payment made by either Borrower pursuant to and in accordance with the express terms of this Agreement
or any other Loan Document (for the avoidance of doubt, in each case as amended from time to time) or any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline
Loans to any assignee or participant, other than to either Borrower or any subsidiary or any other Affiliate of any of the foregoing (as
to which the provisions of this paragraph shall apply). Each 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 each
Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.


 






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SECTION 9.21.      Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed
by the Borrowers, the Administrative Agent, the Swingline Lender, the Issuing Banks and the Lenders and the Administrative Agent shall
have received executed counterparts hereof from each such Person.


 


SECTION 9.22.      Electronic
Execution. Delivery of an executed counterpart of a signature page of this Agreement, any other Loan Document and/or any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.3),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by emailed
..pdf or any other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan
Document or such Ancillary Document, as applicable. The words “execution”, “signed”, “signature”,
 “delivery” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document
shall be deemed to include Electronic Signatures, electronic deliveries or the keeping of records in any electronic form (including deliveries
by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic
Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative
Agent and each of the Lenders and the Issuing Banks shall be entitled to rely on such Electronic Signature purportedly given by or on
behalf of each Borrower without further verification thereof and (b) upon the request of the Administrative Agent or any Lender or
any Issuing Bank, any Electronic Signature shall be reasonably promptly followed by a manually executed counterpart. Without limiting
the generality of the foregoing, each Borrower hereby (i) agrees that, for all purposes, including in connection with any workout,
restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Borrowers, the Administrative Agent, the Lenders
and the Issuing Banks, Electronic Signatures transmitted by emailed .pdf or any other electronic means and/or any electronic images of
this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as
any paper original, (ii) agrees that the Administrative Agent and each of the Lenders and the Issuing Banks may, at its option, create
one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record
in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document
(and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability
as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement,
any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other
Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives
any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s, any Lender’s
and/or any Issuing Bank’s reliance on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic
means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the
Borrowers to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 






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SECTION 9.23.      CHOICE
OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK.


 


SECTION 9.24.      CONSENT
TO JURISDICTION. EACH BORROWER, EACH LENDER, EACH ISSUING BANK AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION
OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, AND EACH SUCH PERSON HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH SUIT, ACTION OR PROCEEDING MAY 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. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL (A) LIMIT
THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER OR ISSUING BANK TO BRING PROCEEDINGS AGAINST EITHER BORROWER IN THE COURTS OF ANY
OTHER JURISDICTION, (B) WAIVE ANY STATUTORY, REGULATORY, COMMON LAW, OR OTHER RULE, DOCTRINE, LEGAL RESTRICTION, PROVISION OR THE
LIKE PROVIDING FOR THE TREATMENT OF BANK BRANCHES, BANK AGENCIES, OR OTHER BANK OFFICES AS IF THEY WERE SEPARATE JURIDICAL ENTITIES FOR
CERTAIN PURPOSES, INCLUDING UNIFORM COMMERCIAL CODE SECTIONS 4-106, 4-A-105(1)(B), AND 5-116(B), UCP 600 ARTICLE 3 AND
ISP98 RULE 2.02, AND URDG 758 ARTICLE 3(A), OR (C) AFFECT WHICH COURTS HAVE OR DO NOT HAVE PERSONAL JURISDICTION OVER ANY ISSUING
BANK OR BENEFICIARY OF ANY LETTER OF CREDIT OR ANY ADVISING BANK, NOMINATED BANK OR ASSIGNEE OF PROCEEDS THEREUNDER OR PROPER VENUE WITH
RESPECT TO ANY LITIGATION ARISING OUT OF OR RELATING TO SUCH LETTER OF CREDIT WITH, OR AFFECTING THE RIGHTS OF, ANY PERSON NOT A PARTY
TO THIS AGREEMENT, WHETHER OR NOT SUCH LETTER OF CREDIT CONTAINS ITS OWN JURISDICTION SUBMISSION CLAUSE. ANY JUDICIAL PROCEEDING BY EITHER
BORROWER AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LENDER OR
ANY ISSUING BANK INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT
SHALL BE BROUGHT EXCLUSIVELY IN A UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY AND COUNTY OF NEW YORK, OR ANY APPELLATE
COURT FROM ANY THEREOF. EACH BORROWER, EACH LENDER, EACH ISSUING BANK AND THE ADMINISTRATIVE AGENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES TO IT IN SECTION 9.3. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT
THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 






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SECTION 9.25.      WAIVER
OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


SECTION 9.26.      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 the parties hereto, 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 entity, or a bridge institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or



 


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



 


[Signature Pages Follow]


 






    	 	107	 



     


    

 


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


 


	 	AMEREN CORPORATION 
	 	 
	 	By:	 /s/ Darryl T. Sagel
	 	 	
    Name:  Darryl T. Sagel

    Title:    Vice President and Treasurer



 


	 	AMEREN ILLINOIS COMPANY 
	 	 
	 	By: 	/s/ Darryl T. Sagel
	 	 	
    Name:  Darryl T. Sagel

    Title:    Vice President and Treasurer



 


[Signature
Page to Ameren Credit Agreement (Illinois)]


 






    


    


    

 


	 	JPMORGAN CHASE BANK, N.A., as the Administrative Agent and as a Lender, an Issuing Bank and the Swingline Lender,
	 	 
	 	By: 	/s/ Khawaja Tariq
	 	 	
    Name: Khawaja Tariq

    Title: Vice President



 


[Signature
Page to Ameren Credit Agreement (Illinois)]


 






    


    


    

 


LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	BARCLAYS BANK PLC, as a Lender and as an Issuing Bank:
	 	 
	 	By: 	/s/ Sydney G. Dennis
	 	 	Name: Sydney G. Dennis
	 	 	Title: Director


 


[Signature
Page to Ameren Credit Agreement (Illinois)]


 






    


    


    

 


LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	MUFG
BANK, LTD., (with each Lender that is an Issuing Bank executing this Agreement in its capacities both as a Lender and
as an Issuing Bank):
	 	 
	 	By: 	/s/ Nietzsche Rodricks
	 	 	Name: Nitezsche Rodricks
	 	 	Title: Managing Director


 


[Signature
Page to Ameren Credit Agreement (Illinois)]


 






    


    


    

 


LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	BANK OF AMERICA, N.A.
	 	 
	 	By: 	/s/ Jacqueline G. Margetis
	 	 	Name: Jacqueline G. Margetis
	 	 	Title: Director


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	Wells Fargo Bank, National Association, as a Lender and
Issuing Bank
	 	 
	 	By: 	/s/ Jesse Tannuzzo
	 	 	Name: Jesse Tannuzzo
	 	 	Title: Director


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	THE BANK OF NEW YORK MELLON, as a Lender:
	 	 
	 	By: 	/s/ Molly H. Ross
	 	 	Name: Molly H. Ross
	 	 	Title: Vice President


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	The Bank of Nova Scotia:
	 	 
	 	By: 	/s/ David Dewar
	 	 	Name: David Dewar 
	 	 	Title: Director


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	LENDER: FIFTH THIRD BANK, NATIONAL ASSOCIATION
	 	 
	 	By: 	/s/ Thomas Kleiderer
	 	 	Name: Thomas Kleiderer
	 	 	Title: Managing Director


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	By: 	/s/ Andrew B. Vernon
	 	 	Name: Andrew Vernon
	 	 	Title: Authorized Signatory


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	KEYBANK NATIONAL ASSOCIATION, as a Lender:
	 	 
	 	By: 	/s/ Lisa A. Ryder
	 	 	Name: Lisa A. Ryder
	 	 	Title: Senior Vice President


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


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


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	Name of Lender: MORGAN STANLEY BANK, N.A.
	 	 
	 	 
	 	 	By: 	/s/ Michael King
	 	 	Name:
    Michael King
	 	 	Title:
    Authorized Signatory


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	PNC Bank, National Association, as a Lender
	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Alex Rolfe
	 	 	 	Name:
    Alex Rolfe
	 	 	 	Title:
    Vice President


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	ROYAL BANK OF CANADA, as a Lender:
	 	 	 
	 	 	 
	 	 	By:	 /s/ Martina Wellik
	 	 	 	Name:
    Martina Wellik
	 	 	 	Title:
    Authorized Signatory


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	Name of Lender (with each Lender that is an Issuing Bank executing this Agreement in its capacities both as a Lender and as an Issuing
Bank):
	 	 
	 	By:	SUMITOMO MITSUI BANKING CORPORATION
	 	 
	 	 	/s/
Alkesh Nanavaty    
	 	 	Name:
Alkesh Nanavaty    
	 	 	Title:
Executive Director    


 





	 	For any Lender requiring a second signature block:
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	TD BANK, N.A.
	 	 
	 	 
	 	 	By: 	/s/ Bernadette Collins
	 	 	Name:
    Bernadette Collins
	 	 	Title:
    Senior Vice President


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	TRUIST BANK, as Lender:
	 	 	 
	 	 	 
	 	 	By: 	/s/ Justin Lien
	 	 	 	Name:
    Justin Lien
	 	 	 	Title:
    Director


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	U.S. Bank National Association:
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Ryan Hutchins
	 	 	 	Name:
    Ryan Hutchins
	 	 	 	Title:
    Senior Vice President


 


[Signature Page to Ameren Credit Agreement
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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	National Cooperative Services Corp. (with each Lender that
is an Issuing Bank executing this Agreement in its capacities both as a Lender and as an Issuing Bank):
	 	 	 
	 	 	 
	 	 	By: 	/s/ Jennifer Mink
	 	 	 	Name:
    Jennifer Mink
	 	 	 	Title:
    Assistant Treasury-Secretary


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	The Northern Trust Company:
	 	 	 
	 	 	 
	 	 	By: 	/s/ Jack Stibich
	 	 	 	Name:
    Jack Stibich
	 	 	 	Title:
    Officer


 


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LENDER SIGNATURE PAGE TO


AMENDED AND RESTATED CREDIT AGREEMENT OF


AMEREN
CORPORATION AND AMEREN ILLINOIS COMPANY


 


	 	Name of Lender (with each Lender that is an Issuing Bank
executing this Agreement in its capacities both as a Lender and as an Issuing Bank):
	 	 	 
	 	 	 
	 	 	By: 	/s/ Michael C. Talleur, Jr.
	 	 	 	Name:
    Michael C. Talleur, Jr.
	 	 	 	Title: Senior Vice President

                    Commerce Bank



 


	 	For any Lender requiring a second signature block:
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
    
	 	 	 	Title:
    


 


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PRICING
SCHEDULE


 


	Applicable 
 Margin or Fee	 	Level
 I
 Status	 	Level
 II
 Status	 	Level
 III
 Status	 	Level
 IV
 Status	 	Level
 V
 Status	 	Level
 VI
 Status
	Term SOFR Loans/Daily Simple SOFR Loans	 	0.800%	 	0.900%	 	1.000%	 	1.075%	 	1.275%	 	1.475%
	ABR Loans	 	0.000%	 	0.000%	 	0.000%	 	0.075%	 	0.275%	 	0.475%
	Facility Fee	 	0.075%	 	0.100%	 	0.125%	 	0.175%	 	0.225%	 	0.275%
	LC Participation Fee	 	0.800%	 	0.900%	 	1.000%	 	1.075%	 	1.275%	 	1.475%




 


The Applicable Margin shall
be determined in accordance with the foregoing table based on the applicable Borrower’s Status as determined from its then-current
Moody’s Rating and S&P Rating. The Applicable Fee Rate shall be determined with respect to Facility Fees and LC Participation
Fees of each Borrower in accordance with the foregoing table based on such Borrower’s Status as determined from its then-current
Moody’s Rating and S&P Rating. The Rating in effect on any date for the purposes of this Pricing Schedule is that in effect
at the close of business on such date; provided that no upgrade in Ratings shall take effect prior to the receipt by the Administrative
Agent of notice thereof from either Borrower.


 


If the applicable Borrower
is split-rated, then (a) if the Ratings differential is one level, each rating agency will be deemed to have a Rating corresponding
to the higher level and (b) if the Ratings differential is two levels or more, then each rating agency will be deemed to have a
Rating corresponding to the level one level below the higher Rating. For purposes of the foregoing, a rating agency that shall not have
a Rating in effect shall be deemed to have a Rating below Baa2 or BBB, as the case may be.


 


“Level I Status”
exists at any date if, on such date, the applicable Borrower’s Moody’s Rating is A1 or better and the applicable Borrower’s
S&P Rating is A+ or better.


 


“Level II Status”
exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status and (ii) the applicable
Borrower’s Moody’s Rating is A2 or better and the applicable Borrower’s S&P Rating is A or better.


 


“Level III Status”
exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status or Level II Status and (ii) the
applicable Borrower’s Moody’s Rating is A3 or better and the applicable Borrower’s S&P Rating is A- or better.


 






     


     


    

 


“Level IV Status”
exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status, Level II Status or Level
III Status and (ii) the applicable Borrower’s Moody’s Rating is Baa1 or better and the applicable Borrower’s S&P
Rating is BBB+ or better.


 


“Level V Status”
exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status, Level II Status, Level III
Status or Level IV Status and (ii) the applicable Borrower’s Moody’s Rating is Baa2 or better and the applicable Borrower’s
S&P Rating is BBB or better.


 


“Level VI Status”
exists at any date if, on such date, the applicable Borrower has not qualified for Level I Status, Level II Status, Level III Status,
Level IV Status or Level V Status.


 


“Moody’s”
means Moody’s Investors Service, Inc., and any successor to its rating agency business.


 


“Moody’s Rating”
means at any time, with respect to either Borrower, the public rating issued by Moody’s as then in effect with respect to such
Borrower’s senior unsecured long-term debt securities without any credit enhancement or, if no such rating is then in effect, such
Borrower’s issuer rating then in effect issued by Moody’s.


 


“Rating”
means a Moody’s Rating or an S&P Rating.


 


“Status”
means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status, or Level VI Status.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.


 


“S&P
Rating” means, at any time with respect to either Borrower, the public rating issued by S&P as then in effect with
respect to such Borrower’s senior unsecured long-term debt securities without any credit enhancement or, if no such rating is then
in effect, such Borrower’s corporate credit rating then in effect issued by S&P.