Exhibit 10.1


 


EXECUTION VERSION 


  


 


 


CREDIT AGREEMENT


 


dated as of


 


December 19, 2022


 


among


 


REGENERON PHARMACEUTICALS, INC.


REGENERON HEALTHCARE SOLUTIONS, INC.


REGENERON GENETICS CENTER LLC


 


The Other Subsidiary Borrowers Party Hereto


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A.


as Administrative Agent


 





 



  


BANK OF AMERICA, N.A. and


U.S. BANK NATIONAL ASSOCIATION

as Co-Syndication Agents


 


CITIBANK, N.A.,


FIFTH THIRD BANK, NATIONAL ASSOCIATION,


GOLDMAN SACHS BANK USA and


BARCLAYS BANK PLC


as Co-Documentation Agents


 


and


 


JPMORGAN CHASE BANK, N.A.,


BofA SECURITIES, INC. and


U.S. BANK NATIONAL ASSOCIATION

as Joint Bookrunners and Joint Lead Arrangers 


 


 






    


    


    

 


Table Of Contents


  


	 	Page
	 	 
	ARTICLE I
    Definitions	1
	 	 
	Section 1.01.	Defined
    Terms	1
	Section 1.02.	Classification
    of Loans and Borrowings	38
	Section 1.03.	Terms Generally	38
	Section 1.04.	Accounting
    Terms; GAAP; Pro Forma Calculations	39
	Section 1.05.	Interest
    Rates; Benchmark Notification	40
	Section 1.06.	Letter of
    Credit Amounts	40
	Section 1.07.	Divisions	40
	Section 1.08.	Exchange
    Rates; Currency Equivalents	40
	Section 1.09.	Cashless
    Settlement Mechanism	41
	 	 	 
	ARTICLE II
    The Credits	 41
	 	 
	Section 2.01.	Commitments	41
	Section 2.02.	Loans and
    Borrowings	41
	Section 2.03.	Requests
    for Revolving Borrowings	42
	Section 2.04.	Determination
    of Dollar Amounts	43
	Section 2.05.	Swingline
    Loans	43
	Section 2.06.	Letters
    of Credit	45
	Section 2.07.	Funding
    of Borrowings	51
	Section 2.08.	Interest
    Elections	51
	Section 2.09.	Termination
    and Reduction of Commitments	53
	Section 2.10.	Repayment
    of Loans; Evidence of Debt	53
	Section 2.11.	Prepayment
    of Loans	54
	Section 2.12.	Fees	55
	Section 2.13.	Interest	56
	Section 2.14.	Alternate
    Rate of Interest	57
	Section 2.15.	Increased
    Costs	60
	Section 2.16.	Break Funding
    Payments	61
	Section 2.17.	Taxes	62
	Section 2.18.	Payments
    Generally; Pro Rata Treatment; Sharing of Set-offs	66
	Section 2.19.	Mitigation
    Obligations; Replacement of Lenders	68
	Section 2.20.	Expansion
    Option	69
	Section 2.21.	Extension
    of Maturity Date	70
	Section 2.22.	Judgment
    Currency	71
	Section 2.23.	Designation
    of Subsidiary Borrowers	72
	Section 2.24.	Defaulting
    Lenders	73
	Section 2.25.	ESG Amendment	75
	 	 	 
	ARTICLE III
    Representations and Warranties	   77
	 	 
	Section 3.01.	Organization;
    Powers; Subsidiaries	77
	Section 3.02.	Authorization;
    Enforceability	77
	Section 3.03.	Governmental
    Approvals; No Conflicts	77
	Section 3.04.	Financial
    Condition; No Material Adverse Change	78
	Section 3.05.	Properties	78
	Section 3.06.	Litigation
    and Environmental Matters	78
	Section 3.07.	Compliance
    with Laws	78



 






    


    


    

 


Table Of Contents


(continued)


  


	 	Page
	 	 
	Section 3.08.	Investment
    Company Status	79
	Section 3.09.	Taxes	79
	Section 3.10.	ERISA	79
	Section 3.11.	Disclosure	79
	Section 3.12.	Federal
    Reserve Regulations	79
	Section 3.13.	No Default	79
	Section 3.14.	Anti-Corruption
    Laws and Sanctions	80
	Section 3.15.	Affected
    Financial Institution	80
	Section 3.16.	Dutch Fiscal
    Unity	80
	 	 	 
	ARTICLE IV
    Conditions	  80
	 	 
	Section 4.01.	Effective
    Date	80
	Section 4.02.	Each Credit
    Event	82
	Section 4.03.	Designation
    of a Subsidiary Borrower	82
	 	 	 
	ARTICLE V
    Affirmative Covenants	   83
	 	 
	Section 5.01.	Financial
    Statements and Other Information	83
	Section 5.02.	Notices
    of Material Events	85
	Section 5.03.	Existence;
    Conduct of Business	85
	Section 5.04.	Payment
    of Taxes	85
	Section 5.05.	Maintenance
    of Properties; Insurance	86
	Section 5.06.	Books and
    Records; Inspection Rights	86
	Section 5.07.	Compliance
    with Laws	86
	Section 5.08.	Use of Proceeds	87
	Section 5.09.	Dutch Fiscal
    Unity	87
	 	 	 
	ARTICLE VI
    Negative Covenants     	87
	 	 
	Section 6.01.	Subsidiary
    Indebtedness	87
	Section 6.02.	Liens	89
	Section 6.03.	Fundamental
    Changes and Asset Sales	92
	Section 6.04.	Maximum
    Total Leverage Ratio	93
	 	 	 
	ARTICLE VII
    Events of Default	94
	 	 
	Section 7.01.	Events of
    Default; Remedies	94
	Section 7.02.	Application
    of Payments	96
	 	 	 
	ARTICLE VIII
    The Administrative Agent	 97
	 	 
	Section 8.01.	General	97
	Section 8.02.	Posting
    of Communications	101
	Section 8.03.	Certain
    ERISA Matters	102
	 	 	 
	ARTICLE IX
    Miscellaneous	  103
	 	 
	Section 9.01.	Notices	103



 






    ii


    


    

 


Table Of Contents


(continued)


  


	 	Page
	 	 
	Section 9.02.	Waivers;
    Amendments	104
	Section 9.03.	Expenses;
    Indemnity; Limitation of Liability	107
	Section 9.04.	Successors
    and Assigns	108
	Section 9.05.	Survival	112
	Section 9.06.	Counterparts;
    Integration; Effectiveness; Electronic Execution	112
	Section 9.07.	Severability	113
	Section 9.08.	Right of
    Setoff	113
	Section 9.09.	Governing
    Law; Jurisdiction; Consent to Service of Process	113
	Section 9.10.	WAIVER OF
    JURY TRIAL	114
	Section 9.11.	Headings	114
	Section 9.12.	Confidentiality	115
	Section 9.13.	Patriot
    Act	116
	Section 9.14.	Reserved	116
	Section 9.15.	Interest
    Rate Limitation	116
	Section 9.16.	No Advisory
    or Fiduciary Responsibility	116
	Section 9.17.	Attorney
    Representation	117
	Section 9.18.	Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions	117
	Section 9.19.	Acknowledgement
    Regarding Any Supported QFCs	118
	Section 9.20.	Termination
    of Commitments under Existing Credit Agreement	118
	 	 	 
	ARTICLE X
    Company Guarantee	119



 






    iii


    


    

 


Table Of Contents


(continued)


  


  Page





 


	SCHEDULES:	 
	 	 
	Schedule 2.01	– Commitments
	Schedule 2.02	– Sustainability Table and Sustainability Pricing Adjustments
	Schedule 3.01	– Subsidiaries
	Schedule 6.01	– Existing Indebtedness
	Schedule 6.02	– Existing Liens



 


	EXHIBITS:	 
	 	 
	Exhibit A	– Form of Assignment and Assumption
	Exhibit B	– Form of Increasing Lender Supplement
	Exhibit C	– Form of Augmenting Lender Supplement
	Exhibit D	– [Reserved]
	Exhibit E-1	– Form of Borrowing Subsidiary Agreement
	Exhibit E-2	– Form of Borrowing Subsidiary Termination
	Exhibit F	– [Reserved]
	Exhibit G-1	– Form of U.S.Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit G-2	– Form of U.S.Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit G-3	– Form of U.S.Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit G-4	– Form of U.S.Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit H-1	– Form of Borrowing Request
	Exhibit H-2	– Form of Interest Election Request
	Exhibit I	– Form of Note


 






    iv


    


    

 


CREDIT AGREEMENT


 


CREDIT AGREEMENT (this “Agreement”)
dated as of December 19, 2022 among REGENERON PHARMACEUTICALS, INC., a New York corporation, REGENERON HEALTHCARE SOLUTIONS, INC.,
a New York corporation, REGENERON GENETICS CENTER LLC, a Delaware limited liability company, the other SUBSIDIARY BORROWERS from time
to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree as
follows:


 


ARTICLE I


 


Definitions


 


Section 1.01.      Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


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


 


“Acquisition”
means (a) any acquisition (whether by purchase, merger, consolidation or otherwise) or series of related acquisitions by the Company
or any Subsidiary of (i) all or substantially all the assets of (or all or substantially all the assets constituting a business
unit, division, product line (including rights in respect of any drug or other pharmaceutical product) or line of business of) any Person,
or (ii) all or substantially all the Equity Interests in a Person or division or line of business of a Person, (b) a Drug Acquisition
or (c) an Exclusive License to develop and commercialize a drug or other product line of any Person.


 


“Acquisition Holiday”
has the meaning assigned to such term in Section 6.04.


 


“Acquisition-Related
Incremental Term Loans” has the meaning assigned to such term in Section 2.20.


 


“Additional Commitment
Lender” has the meaning assigned to such term in Section 2.21(d).


 


“Adjusted Daily Simple
RFR” means, with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to (a) the Daily
Simple RFR for Dollars, plus (b) 0.10%; provided that if the Adjusted Daily Simple RFR as so determined would be less
than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted EURIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in euro for any Interest Period, an interest rate per annum equal to
(a)  the EURIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted
EURIBO Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.


 






    


    


    

 


“Adjusted Term SOFR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate
per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted
Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of
this Agreement.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.


 


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


 


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


 


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


 


“Agent-Related Person”
has the meaning assigned to such term in Section 9.03(c).


 


“Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and conditions
hereof. As of the Effective Date, the Aggregate Commitment is $750,000,000.


 


“Agreed
Currencies” means (a) Dollars, (b) euro and (c) any other currency (x) that is a lawful currency
that is readily available and freely transferable and convertible into Dollars and (y) (1) with respect to Loans, that is agreed
to by the Administrative Agent and each of the Lenders and (2) with respect to Letters of Credit, that is agreed to by the Administrative
Agent and the applicable Issuing Bank.


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph hereof.


 


“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% and (c) the Adjusted Term SOFR Rate 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%; provided that for the purpose of this definition, the Adjusted Term
SOFR Rate 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).
Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively.
If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt,
only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the
greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance
of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be
1.00% for purposes of this Agreement.


 


“Ancillary Document”
has the meaning assigned to such term in Section 9.06.


 






    2


    


    

 


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


 


“Applicable
LC Sublimit” means (i) with respect to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank under this
Agreement, $16,675,000, (ii) with respect to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $16,675,000,
(iii) with respect to U.S. Bank National Association in its capacity as an Issuing Bank under this Agreement, $16,675,000 and (iv) with
respect to any other Person that becomes an Issuing Bank pursuant to the terms of this Agreement, such amount as agreed to in writing
by the Company, the Administrative Agent and such Person at the time such Person becomes an Issuing Bank pursuant to the terms of this
Agreement, as each of the foregoing amounts may be decreased or increased from time to time with the written consent of the Company,
the Administrative Agent and the Issuing Banks (provided that any increase in the Applicable LC Sublimit with respect to any Issuing
Bank shall only require the consent of the Company and such Issuing Bank).


 


“Applicable Parties”
has the meaning assigned to it in Section 8.02(c).


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such
Lender’s Commitment; provided that, in the case of Section 2.24 when a Defaulting Lender shall exist,
 “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and
to any Lender’s status as a Defaulting Lender at the time of determination.


 


“Applicable Rate”
means, for any day, with respect to any Term Benchmark Loan, any RFR Loan or any ABR Loan or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Term Benchmark Spread”, “RFR
Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Pricing Level applicable
on such date:


 


	Pricing
    Level:	 	Term
    Benchmark

    Spread	 	 	RFR
    Spread	 	 	ABR
 Spread	 	 	Commitment

    Fee Rate	 
	Level I	 	 	0.875	%	 	 	0.875	%	 	 	0	%	 	 	0.08	%
	Level II	 	 	1.00	%	 	 	1.00	%	 	 	0	%	 	 	0.10	%
	Level III	 	 	1.125	%	 	 	1.125	%	 	 	0.125	%	 	 	0.11	%
	Level IV	 	 	1.25	%	 	 	1.25	%	 	 	0.25	%	 	 	0.15	%
	Level V	 	 	1.50	%	 	 	1.50	%	 	 	0.50	%	 	 	0.20	%




 


For purposes hereof: (i) Pricing
Level I and Ratings Level A are equivalent and correspond to each other, and they are the highest levels for purposes of this definition,
(ii) Pricing Level II, Leverage Level 2 and Ratings Level B are equivalent and correspond to each other, and they are the second
highest levels for purposes of this definition, (iii) Pricing Level III, Leverage Level 3 and Ratings Level C are equivalent and
correspond to each other, and they are the third highest levels for purposes of this definition and (iv) Pricing Level IV, Leverage
Level 4 and Ratings Level D are equivalent and correspond to each other, and they are the fourth highest levels for purposes of this
definition and (v) Pricing Level V, Leverage Level 5 and Ratings Level E are equivalent and correspond to each other, and they are
the lowest levels for purposes of this definition.


 






    3


    


    

 


At any time of determination, the Pricing Level
shall be determined by reference to the higher of the Leverage Level and the Ratings Level then in effect (or if Ratings Level A is then
in effect, solely by reference to Ratings Level A); provided that it is understood and agreed that the Leverage Level then in
effect at any time cannot result in a Pricing Level that is more than one level higher than the Pricing Level that would be applicable
solely by reference to the Ratings Level then in effect at such time (by way of example and for illustration only, if at a given time
Leverage Level 2 (such level corresponding to Pricing Level II) is then in effect and Ratings Level D (such level corresponding to Pricing
Level IV) is then in effect, Pricing Level III (and not Pricing Level II) will be the applicable Pricing Level at such time).


 


Leverage Level Determination


 


	Leverage
    Level	Total
    Leverage Ratio
	Level
    2 	<
    1.00 to 1.00
	Level
    3	>
    1.00 to 1.00 but 
 < 2.00 to 1.00
	Level
    4 	≥
    2.00 to 1.00 but 
 < 3.00 to 1.00
	Level
    5 	≥
    3.00 to 1.00



 


Unless Ratings Level A is then in effect,
if at any time the Company fails to deliver the Financials on or before the date such Financials are due pursuant to Section 5.01,
Leverage Level 5 shall be deemed applicable for the period commencing three (3) Business Days after such required date of delivery
and ending on the date which is three (3) Business Days after such Financials are actually delivered, after which the Leverage Level
shall be determined in accordance with this definition, as applicable.


 


Except as otherwise provided in the
paragraph below or in the immediately preceding paragraph, adjustments, if any, to the Leverage Level then in effect shall be effective
three (3) Business Days after the Administrative Agent has received the applicable Financials (it being understood and agreed that
each change in Leverage Level shall apply during the period commencing on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change).


 


Notwithstanding anything to the contrary
set forth in this definition, Leverage Level 2 shall be deemed to be applicable until the Administrative Agent’s receipt of the
applicable financial statements for the Company’s first full fiscal quarter ending after the Effective Date and adjustments to
the Leverage Level then in effect shall thereafter be effected in accordance with the terms of this definition.


 






    4


    


    

 


Ratings Level Determination


 


	Ratings
    Level	Index
    Debt Ratings 

    (S&P/Moody’s)
	Level
    A  	A-/A3
    or higher
	Level
    B  	BBB+/Baa1  
	Level
    C  	BBB/Baa2
	Level
    D  	BBB-/Baa3
	Level
    E  	BB+/Ba1
    or lower



 


For purposes of the foregoing, (i) if
neither Moody’s nor S&P shall have in effect a rating for the Index Debt (other than by reason of the circumstances referred
to in the last sentence of this definition), then such rating agency shall be deemed to have established a Ratings Level in Level E;
(ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within
different Ratings Levels, the Ratings Level shall be based on the higher of the two ratings unless one of the two ratings is two or more
Ratings Levels lower than the other, in which case the Ratings Level shall be determined by reference to the Ratings Level next below
that of the higher of the two ratings; (iii) if only one of S&P and Moody’s shall have in effect a rating for the Index
Debt, the Ratings Level shall be determined by reference to the available rating; and (iv) if the ratings established or deemed
to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the
rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable
rating agency, irrespective of when notice of such change shall have been furnished by the Company to the Administrative Agent and the
Lenders pursuant to Section 5.01 or otherwise. Each change in the Ratings Level shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating
system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system
or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Ratings Level shall
be determined by reference to the rating most recently in effect prior to such change or cessation.


 


“Applicable Time”
means, with respect to any Borrowings and payments in any Foreign Currency, the local time in the place of settlement for such Foreign
Currency as may be reasonably determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary
for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Approved Electronic
Platform” has the meaning assigned to such term in Section 8.02(a).


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 


“Assignment and Assumption”
means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including
electronic records generated by use of an electronic platform) approved by the Administrative Agent.


 


“Augmenting Lender”
has the meaning assigned to such term in Section 2.20.


 






    5


    


    

  


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination
of the Commitments.


 


“Available Revolving
Commitment” means, at any time with respect to any Lender, the Commitment of such Lender then in effect minus the Revolving
Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed
to be a component of the Revolving Credit Exposure for purposes of calculating the commitment fee under Section 2.12(a).


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, 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 clause (e) of
Section 2.14.


 


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


 


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


 


“Banking Services”
means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates: (a) credit
cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards,
(c) merchant processing services and (d) treasury management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network
services).


 


“Banking Services
Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.


 


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


 






    6


    


    

 


“Benchmark”
means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency
or (ii) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event
and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for
such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
(in its reasonable discretion) for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated
in a Foreign Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:


 


(1)           in
the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR for RFR Borrowings denominated in Dollars;


 


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


 


provided that
if the Benchmark Replacement as determined pursuant to clause (1) or clause (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 Company for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time.


 






    7


    


    

 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Loan denominated in
Dollars, 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 “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent reasonably
decides, after consultation with the Company, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and/or such Term Benchmark Revolving Loan and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice
is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration
of such Benchmark Replacement and/or such Term Benchmark Revolving Loan exists, in such other manner of administration as the Administrative
Agent decides, with the consent of the Company (not to be unreasonably withheld, conditioned or delayed in the case of any such change
that is consistent with similar changes made or being made to other credit facilities of the Administrative Agent for syndicated loans),
is reasonably necessary in connection with the administration of this Agreement); provided that no “Benchmark Replacement
Conforming Changes” shall result in (i) any material effect on the timing or amount of payments or borrowings hereunder or
(ii) a deemed exchange of any Loan under Section 1011 of the Code, in each case, without the prior written consent of the Company.


  


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


 


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


 


“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);


 






    8


    


    

 


(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, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency
applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component),
a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the
administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or


 


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


 


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


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that
a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark
Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.14.


 


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


 


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


 


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


 


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


 


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


 


“Borrower”
means the Company or any Subsidiary Borrower.


 






    9


    


    

 


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


 


“Borrowing Request”
means (a) with respect to any request for a Borrowing, a request by any Borrower, together with the Company in the case of a Borrowing
requested by a Subsidiary Borrower, for a Borrowing in accordance with Section 2.03 and (b) with respect to any request for
a Swingline Loan, a request by any Swingline Borrower, together with the Company in the case of a Swingline Loan requested by a Subsidiary
Borrower, for a Swingline Loan in accordance with Section 2.05, in any such case, substantially in the form attached hereto as Exhibit H-1
or any other form approved by the Administrative Agent.


 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit E-1.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit E-2.


 


“Business Day”
means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition
to the foregoing, a Business Day shall be (i) in relation to Loans denominated in euro and in relation to the calculation or computation
of the EURIBO Rate, any day which is a TARGET Day, (ii) in relation to RFR Loans and any interest rate settings, fundings, disbursements,
settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day
that is only a RFR Business Day and (iii) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings,
fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such
Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital lease obligations on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP. The foregoing is subject to Section 1.04(a).


 


“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


 


“CBR Spread”
means the Applicable Rate applicable to such Loan that is replaced by a CBR Loan.


 


“Central Bank Rate”
means the greater of (i) (A) for any Loan denominated in (a) euro, one of the following three rates as may be selected
by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European
Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations
of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from
time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time, or (3) the rate for the deposit facility of the central
banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to
time and (b) any other Foreign Currency determined after the Effective Date, a central bank rate as determined by the Administrative
Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (ii) the Floor.


 






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“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in:


 


(a) euro,
a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBO Rate
for the five most recent Business Days preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging,
the highest and the lowest Adjusted EURIBO Rate applicable during such period of five Business Days) minus (ii) the Central
Bank Rate in respect of euro in effect on the last Business Day in such period, and


 


(b) any other
Foreign Currency determined after the Effective Date, an adjustment as determined by the Administrative Agent in its reasonable discretion.


 


For purposes of this definition,
(x) the term Central Bank Rate shall be determined disregarding clause (i)(B) of the definition of such term and (y) the
EURIBO Rate on any day shall be based on the EURIBO Screen Rate on such day at approximately the time referred to in the definition of
such term for deposits in the applicable Agreed Currency for a maturity of one month.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group”
(within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder, each as in effect on the date hereof)
of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of the Company; (b) within any period of 12 consecutive months, occupation of a majority of the seats (other than (x) vacant
seats or (y) a failure to occupy seats as a result of the death or disability of a director, or relating to a voluntary reduction
by the Company of the number of directors that comprise the board of directors of the Company) on the board of directors of the Company
other than by individuals who were (i) directors at the beginning of such period, (ii) nominated or approved by the board of
directors of the Company or (iii) appointed (or, in the case of a vacancy, elected) by directors so nominated, approved or appointed,
in each case which nomination, approval or appointment (or, in the case of a vacancy, election) to such board of directors was made by
individuals referred to in the foregoing clauses (i), (ii) or (iii) constituting at the time of such nomination, approval or
appointment (or, in the case of a vacancy, election) at least a majority of such board; or (c) the Company ceases to (1) Control,
directly or indirectly, any Subsidiary Borrower or (2) own, directly or indirectly, 100% (other than (x) directors’ qualifying
shares; (y) shares issued to foreign nationals to the extent required by applicable law; and (z) shares held by a Person on
trust for, or otherwise where the beneficial interest is held by, the Company (directly or indirectly)) of the ordinary voting and economic
interests in any Subsidiary Borrower’s issued and outstanding Equity Interests unless, in any such case, a Borrowing Subsidiary
Termination delivered pursuant to Section 2.23 (i) has become effective with respect to such Subsidiary Borrower or (ii) will
become effective with respect to such Subsidiary Borrower substantially concurrently with any transaction not prohibited hereby pursuant
to which such Subsidiary Borrower ceases to be a wholly-owned Subsidiary of the Company.


 


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


 






    11


    


    

 


“Charges”
has the meaning assigned to such term in Section 9.15.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans.


 


“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 United States Internal Revenue Code of 1986.


 


“Co-Documentation
Agent” means each of Citibank, N.A., Fifth Third Bank, National Association, Goldman Sachs Bank USA and Barclays Bank PLC,
in its capacity as co-documentation agent for the credit facility evidenced by this Agreement.


 


“Collaboration Arrangement”
means any license, sublicense, lease, sublease, collaboration agreement or other profit-loss sharing arrangement relating to the discovery,
research, development, manufacture or commercialization of any drug, product line or service.


 


“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 aggregate amount of such Lender’s Revolving
Credit Exposure hereunder, as such commitment may be reduced, terminated or increased from time to time in accordance with the terms
of this Agreement. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment
and Assumption or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in
Section 9.04(b)(ii)(C) or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment,
as applicable.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to Section 8.02(c), including through an Approved Electronic
Platform.


 


“Company”
means Regeneron Pharmaceuticals, Inc., a New York corporation.


 


“Computation Date”
is defined in Section 2.04.


 


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


 






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“Consolidated
EBITDA” means, with reference to any period and without duplication, an amount equal to (a) Consolidated Net Income, plus
(b) to the extent deducted in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) income
tax expenses, (iii) depreciation, (iv) amortization, (v) non-cash charges, expenses or losses (including any non-cash
charges attributable to impairment of goodwill or other intangible assets or impairment of long-lived assets and non-cash expenses related
to equity-based compensation, benefits or incentives), (vi) extraordinary, non-recurring or unusual charges, expenses or losses
(including, without limitation, with respect to restructuring activities, consolidations, integration, headcount reductions or other
similar actions, including severance charges in respect of employee terminations) and in an aggregate amount not in excess of $100,000,000
during any such period, (vii) losses due to fluctuations in currency exchange rates, (viii) unrealized losses under Swap Agreements,
(ix) net after-tax losses (including all fees and expenses or charges relating thereto) on any sale or disposition of any asset
of the Company or any of its Subsidiaries outside of the ordinary course of business and net after-tax losses from discontinued operations,
(x) net after-tax losses (including all fees and expenses or charges relating thereto) on the retirement or extinguishment of debt,
(xi) write-off of non-cash deferred revenue in connection with purchase accounting adjustments applied in respect of any Acquisition
(it being understood that such non-cash deferred revenue shall be recognized in such period(s) as it would have been recognized
but for such Acquisition), (xii) out-of-pocket fees, expenses and other transaction costs paid to unaffiliated third parties in
connection with any actual or proposed Acquisitions, merger, joint venture, Collaboration Arrangements, other investments, sales or dispositions
of assets, incurrence of indebtedness and issuance of Equity Interests or other securities by the Company or any of its Subsidiaries,
in each case, to the extent incurred within twelve (12) months of the completion or abandonment (as applicable) of such transactions
and so long as such transactions are not prohibited under the Loan Documents and whether or not consummated, (xiii) charges or losses
that are, or could reasonably be expected to be, reimbursed or covered by insurance policies or contractual indemnities and not disputed
by the insurer or contractual indemnitor thereunder, in each case so long as such amounts are actually reimbursed to the Company or applicable
Subsidiary in cash within two (2) fiscal quarters after the related amount is first added to Consolidated EBITDA pursuant to this
clause (xiii) (and if not so reimbursed within two (2) fiscal quarters, such amount shall be deducted from Consolidated EBITDA
during the next applicable period), (xiv) acquired in-process research and development expenditures (including premiums paid on
equity purchases and opt-in payments related to such expenditures consistent with GAAP), (xv) unrealized non-cash losses arising
from the revaluation of equity securities, (xvi) Milestone Payments and one-time Upfront Payments and (xvii) the non-cash
effects of purchase accounting, fair value accounting or recapitalization accounting adjustments resulting from the application of purchase
accounting, fair value accounting or recapitalization accounting (including in the inventory, property and equipment, software, goodwill,
intangible assets, in-process research and development, deferred revenue and debt line items), and the amortization, write-down or write-off
of any amounts thereof, on a pre-tax basis, minus (c) to the extent included in Consolidated Net Income, (1) interest
income, (2) income tax credits and refunds (to the extent not netted from income tax expense), (3) any cash payments made during
such period in respect of items described in clauses (v) or (xi) above subsequent to the fiscal quarter in which the relevant
non-cash expenses or losses were incurred, (4) non-cash or extraordinary, unusual or non-recurring income or gains, (5) gains
due to fluctuations in currency exchange rates, (6) unrealized gains under Swap Agreements, (7) net after-tax gains (less all
fees and expenses or charges relating thereto) on any sale or disposition of any asset of the Company or any of its Subsidiaries outside
of the ordinary course of business and net after-tax gains from discontinued operations (without reduction on account of any amounts
added back in clause (b)(ii) of this definition), (8) any net after-tax gains (less and fees and expenses or charges related
thereto) on the retirement or extinguishment of debt and (9) unrealized non-cash gains arising from the revaluation of equity securities,
all calculated for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating
Consolidated EBITDA for any period of four consecutive fiscal quarters (each such period, a “Reference Period”), (i) if
at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA
for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that
is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if
negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary
shall have made a Material Acquisition and the Consolidated EBITDA attributable to the property that is the subject of such Material
Acquisition is positive for such Reference Period, Consolidated EBITDA for such Reference Period shall be calculated after giving pro
forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition,
 “Material Acquisition” means any acquisition of property or series of related acquisitions of property by the Company
or any Subsidiary that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business
or operating unit of a business, or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and
(b) involves the payment of consideration by the Company and its Subsidiaries in excess of $25,000,000 (calculated to include the
aggregate amount of Indebtedness assumed in connection with such acquisition); and “Material Disposition” means any
sale, transfer or disposition of property of the Company or any Subsidiary or series of related sales, transfers, or dispositions of
property of the Company or such Subsidiary (other than any Exclusive License or transactions between or among any of the Loan Parties
or any of their Subsidiaries (or any combination thereof)) that yields gross cash proceeds to the Company or any of its Subsidiaries
in excess of $25,000,000 in the aggregate on or prior to the consummation thereof (and which, for the avoidance of doubt, shall not include
any royalty, earnout, contingent payment or any other deferred payment that may be payable thereafter).


 






    13


    


    

 


“Consolidated Interest
Expense” means, with reference to any period, the excess of (a) the interest expense (including without limitation interest
expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its Subsidiaries calculated
on a consolidated basis for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries allocable to
such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect
to letters of credit and bankers acceptance financing and net costs under interest rate Swap Agreements to the extent such net costs
are allocable to such period in accordance with GAAP) minus (b) to the extent included in clause (a) above, (i) non-cash
amounts attributable to amortization of financing costs paid in a previous period, (ii) non-cash amounts attributable to amortization
of debt discounts or accrued interest payable in kind for such period, (iii) any break funding payment made pursuant to Section 2.16,
and (iv) any interest expense in respect of any Operating Lease, including any interest, yield, rent or break funding payment (or
similar obligations) paid or payable pursuant to any Corporate Campus Facility Financing Documents. In the event that the Company or
any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated
Interest Expense shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence
or repayment of Indebtedness, had occurred at the beginning of such period.


 


“Consolidated Net
Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded any income (or
loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in such period or any later
period to the extent of any dividends, distributions or other payments actually paid in cash (or to the extent converted into cash) in
the relevant period to the Company or any wholly-owned Subsidiary of the Company.


 


“Consolidated Net
Worth” means, as of the date of any determination thereof, the consolidated stockholders’ equity of the Company and its
Subsidiaries calculated on a consolidated basis in accordance with GAAP.


 






    14


    


    

 


“Consolidated Total
Indebtedness” means at any date the sum, without duplication, of (a) the aggregate Indebtedness of the Company and its
Subsidiaries (other than intercompany Indebtedness among the Company and its Subsidiaries) that is of a type that would be reflected
on a consolidated balance sheet of the Company prepared as of such date in accordance with GAAP, (b) the aggregate amount of Indebtedness
of the Company and its Subsidiaries constituting drawn and unreimbursed amounts under all letters of credit, bankers acceptances, bank
guarantees and letters of guaranty issued by banks or other financial institutions for the account of the Company or any Subsidiary and
(c) Indebtedness of the type referred to in clauses (a) or (b) hereof of another Person (other than the Company or
any Subsidiary) guaranteed by the Company or any of its Subsidiaries; provided that Consolidated Total Indebtedness (i) shall
not include obligations in respect of letters of credit, bankers acceptances, bank guarantees, letters of guaranty issued by banks or
other financial institutions and similar obligations except to the extent of amounts actually drawn thereunder and not yet cash collateralized
or reimbursed by the Company or any Subsidiary and (ii) shall be subject, in all respects, to the limitations and exclusions set
forth in the definition of Indebtedness, including as to the calculation of the amount of any limited recourse guarantee under clause
(c) above.


 


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


 


“Controlled Related
Party” has the meaning specified in Section 9.03(b).


 


“Corporate Campus
Facility” means the Company’s corporate headquarters and other rentable area consisting of approximately 150 acres of
predominately office buildings and laboratory space located in the towns of Mount Pleasant and Greenburgh, New York, acquired by the
Company pursuant to the Corporate Campus Facility Purchase Agreement, together with assets related thereto, improvements thereon, replacements
and products thereof, additions and accessions thereto or proceeds from the disposition of such property or assets and customary security
deposits.


 


“Corporate Campus
Facility Financing Documents” means the definitive documentation to which the Company and/or any Subsidiary is a party governing
or otherwise evidencing the Corporate Campus Facility Lease Financing (including, if applicable, any participation agreement, lease agreement,
other finance documents, related security documents and similar or related agreements or documents), in each case, as amended, restated,
supplemented, modified, extended, refinanced, renewed or replaced from time to time.


 


“Corporate Campus
Facility Financing Obligations” means all obligations (monetary or otherwise) of the Company and any of its Subsidiaries arising
under or in connection with any of the Corporate Campus Facility Financing Documents.


 


“Corporate Campus
Facility Lease Financing” means the financing of the Company’s acquisition of the Corporate Campus Facility pursuant
to the Corporate Campus Facility Financing Documents, as such financing may be amended, restated, supplemented, modified, extended, refinanced,
renewed or replaced from time to time.


 


“Corporate Campus
Facility Purchase Agreement” means that certain Purchase Agreement, dated as of December 30, 2016, among BMR-Landmark
at Eastview LLC and BMR-Landmark at Eastview IV LLC, as the sellers, and the Company, as the buyer, as amended, restated, supplemented
or otherwise modified from time to time.


 






    15


    


    

 


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


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


“Covered Party”
has the meaning assigned to such term in Section 9.19.


 


“Co-Syndication Agent”
means each of Bank of America, N.A. and U.S. Bank National Association in its capacity as co-documentation agent for the credit facility
evidenced by this Agreement.


 


“Credit Event”
means a Borrowing, the issuance, amendment or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


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


 


“CRR” means
the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012.


 


“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in Dollars,
Daily Simple SOFR.


 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that
is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if
such SOFR Rate Day is not an RFR Business Day, the RFR 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 Company.


 


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


 


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


 






    16


    


    

 


“Defaulting Lender”
means any Lender that (a) has failed, within two (2) 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 the Company or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits
to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, 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) 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
such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) (i) has
become the subject of a Bankruptcy Event or (ii) has become subject to a Bail-In Action or has a parent company that has become
subject to a Bail-In Action.


  


“Disclosed Matters”
means any event, circumstance, condition or other matter disclosed in the reports and other documents furnished to or filed with the
SEC by the Company or posted by the Company on http://www.regeneron.com or https://investor.regeneron.com, in any such case, that are
publicly available on or prior to the Effective Date.


 


“Dollar
Amount” of any amount of any currency means, at the time of determination thereof, (a) if such amount is expressed in
Dollars, such amount, (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined
by using the rate of exchange for the purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise
provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately preceding
the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars
with such Foreign Currency, as provided by such other publicly available information service which provides that rate of exchange at
such time in place of Reuters chosen by the Administrative Agent in consultation with the Company, in its reasonable discretion (or if
such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined
by the Administrative Agent in consultation with the Company, using any method of determination it deems appropriate in its reasonable
discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined
by the Administrative Agent in consultation with the Company, using any method of determination it deems appropriate in its reasonable
discretion.


 


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


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in, or of, the United States of America.


 


“Drug Acquisition”
means any acquisition (including any license or any acquisition of any license) solely or primarily of all or any portion of the rights
in respect of one or more drugs or pharmaceutical products, whether in development or on the market (including related intellectual property),
but not of Equity Interests in any Person or any operating business unit.


 


“Dutch
Borrower” means any Borrower that is organized under the laws of the Netherlands.


 






    17


    


    

 


“Dutch Non-Public
Lender” means:


 


(i) until the publication
of an interpretation of “public” as referred to in the CRR by the relevant authority/ies: an entity that provides repayable
funds to a Dutch Borrower for a minimum initial amount of EUR 100,000 (or its equivalent in another currency) or an entity otherwise
qualifying as not forming part of the public), and


 


(ii) following the publication
of an interpretation of “public” as referred to in the CRR by the relevant authority/ies: such amount or such criterion as
a result of which such entity shall qualify as not forming part of the public.


 


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


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived by the Lender affiliates of the Joint
Bookrunners), which date is December 19, 2022.


 


“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 Foreign
Jurisdiction” means (a) the Netherlands, (b) Ireland, (c) Luxembourg and (d) any other jurisdiction that
is approved from time to time by the Administrative Agent and each of the Lenders.


 


“Eligible Subsidiary”
means (a) the Initial Subsidiary Borrowers, (b) a Domestic Subsidiary, (c) any Subsidiary incorporated or organized under
the laws of an Eligible Foreign Jurisdiction and (d) any other Subsidiary that is approved from time to time by the Administrative
Agent and each of the Lenders.


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, or binding orders, decrees, judgments, injunctions, written notices or agreements
issued, promulgated or entered into by any Governmental Authority, relating to pollution or protection of the environment, preservation
or reclamation of natural resources, the management, release or threatened release of any Hazardous Material, or to the protection of
human health and safety in respect of Hazardous Materials.


 


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


 






    18


    


    

 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other similar rights entitling the
holder thereof to purchase or acquire any of the foregoing. Notwithstanding the foregoing, (a) Permitted Convertible Notes,
(b) Permitted Call Spread Swap Agreements and (c) any Indebtedness that is convertible into Equity Interests and/or cash by
reference to the value (howsoever defined or determined) of Equity Interests shall not, in each case, constitute Equity Interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, 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.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan
of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether
or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA
Affiliate from the PBGC or a plan administrator of any written notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the
receipt by the Company or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any written notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.


 


“ESG Amendment”
has the meaning assigned to such term in Section 2.25(a).


 


“ESG Pricing Provisions”
has the meaning assigned to such term in Section 2.25(b).


 


“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.


 


“EURIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in euro and for any Interest Period, the EURIBO Screen Rate, two (2) TARGET
Days prior to the commencement of such Interest Period.


 


“EURIBO Screen Rate”
means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the
administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator)
on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of Reuters as published at approximately 11:00 a.m. Brussels
time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative
Agent may specify another page or service displaying the relevant rate after consultation with the Company.


 






    19


    


    

 


“euro” and/or
 “EUR” means the single currency of the Participating Member States.


 


“Event of Default”
has the meaning assigned to such term in Section 7.01.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender (including a Participant treated
as a Lender pursuant to Section 9.04(c)), 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 acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request
by any Borrower under Section 2.19(b) or Section 9.02(d)) or (ii) such Lender changes its lending office, except
in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and
(d) any withholding Taxes imposed under FATCA.


 


“Exclusive License”
means any license to develop and commercialize a drug or other product line of any Person with a term greater than five (5) years
and made on an exclusive basis.


 


“Existing Credit Agreement”
means the $750,000,000 Credit Agreement, dated as of December 14, 2018, among the Company, certain Subsidiaries party thereto, the
lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, supplemented or
otherwise modified prior to the Effective Date.


 


“Existing Maturity
Date” has the meaning assigned to such term in Section 2.21(a).


 


“Extending Lender”
has the meaning assigned to such term in Section 2.21(b).


 


“Extension Date”
has the meaning assigned to such term in Section 2.21(a).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the 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, any
agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections
of the Code.


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as shall be set forth on the 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 the Federal Funds Effective Rate
as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.


 






    20


    


    

 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer, assistant treasurer, senior or executive vice president with
respect to finance, accounting and/or treasury, or controller or assistant controller of the Company.


 


“Financials”
means the annual or quarterly financial statements of the Company and its consolidated Subsidiaries required to be delivered pursuant
to Section 5.01(a) or 5.01(b) and accompanying certificates required to be delivered pursuant to Section 5.01(c).


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, each
Adjusted Daily Simple RFR, or the Central Bank Rate, as applicable. For the avoidance of doubt, the initial Floor for each of the Adjusted
Term SOFR Rate, the Adjusted EURIBO Rate, each Adjusted Daily Simple RFR, or the Central Bank Rate shall be 0%.


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Currency
LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount of all
outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements
in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Currency
Payment Office” of the Administrative Agent shall mean, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each
Lender.


 


“Foreign Lender”
means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the applicable Borrower
is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower
is resident for tax purposes.


 


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


 


“Foreign Subsidiary
Borrower” means any Borrower that is a Foreign Subsidiary.


 


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


 


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


 






    21


    


    

 



 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
by a bank or other financial institution to support such Indebtedness or obligation; provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed
to be an amount equal to the lesser of (a) the stated or determinable amount of the primary payment obligation in respect of which
such Guarantee is made and (b) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary payment obligation and the maximum amount for which such guaranteeing Person may be liable
are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s maximum reasonably
possible liability in respect thereof as reasonably determined by the Company in good faith.


 


“Guaranteed Obligations”
has the meaning assigned to such term in Article X.


 


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


 


“IFRS” means
International Financial Reporting Standards and applicable accounting requirements (as issued by the International Accounting Standards
Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union) or other generally
accepted accounting principles applicable to a Person in a particular country.


 


“Increasing Lender”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Term Loan”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Term Loan
Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) the principal amount of
all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred
in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured
by (or for which the holder of such Indebtedness has an existing unconditional right to be secured by) any Lien on property owned or acquired
by such Person, whether or not the Indebtedness secured thereby has been assumed; provided that, if such Person has not assumed
or otherwise become liable in respect of such Indebtedness, such obligations shall be deemed to be in an amount equal to the lesser of
(i) the amount of such Indebtedness and (ii) fair market value of such property at the time of determination (in the Company’s
good faith estimate), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such
Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters
of guaranty issued by banks or other financial institutions, (i) all obligations, contingent or otherwise, of such Person in respect
of bankers’ acceptances and (j) all obligations of such Person under Sale and Leaseback Transactions. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor by operation of law as a result of such Person’s ownership interest in such entity,
except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness (including
any Guarantees constituting Indebtedness) for which recourse is limited either to a specified amount or to an identified asset of such
Person shall be deemed to be equal to the lesser of (x) such specified amount and (y) the fair market value of such identified
asset as determined by such Person in good faith. Notwithstanding anything to the contrary in this definition, the term “Indebtedness”
shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks to satisfy warranty or other unperformed obligations
of a seller, (iii) obligations arising under any Swap Agreement, (iv) contingent or deferred payment obligations (including,
without limitation, any purchase price adjustments, indemnification obligations, reimbursement obligations, funding or investment commitments,
or earn-out, non-compete, consulting, royalty, milestone, option, development or other incentive payment obligations) with respect to
(A) any Collaboration Arrangement or (B) any Acquisition, disposition, other acquisition of assets or other business combination,
(v) obligations arising under any Permitted Call Spread Swap Agreement, (vi) all obligations of such Person arising under any
Tax Abatement Transaction, (vii) the Corporate Campus Facility Financing Obligations and (viii) all obligations of such Person
under or relating to any Operating Lease.


 






    22


    


    

 


“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
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.


 


“Indemnitee”
has the meaning specified in Section 9.03(b).


 


“Index
Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any
other person or entity or subject to any other credit enhancement.


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Information Memorandum”
means the Confidential Information Memorandum dated November 2022 relating to the Company and the Transactions.


 


“Initial Subsidiary
Borrowers” means Regeneron Healthcare Solutions, Inc., a New York corporation, and Regeneron Genetics Center LLC, a Delaware
limited liability company.


 


“Interest
Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.08,
which shall be substantially in the form attached hereto as Exhibit H-2 or any other form approved by the Administrative Agent.


 


“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 the Maturity Date, (b) with respect to any RFR Loan, each date that is on the numerically corresponding day in
each calendar month that is one month after the Borrowing of such RFR Loan (or, if there is no such numerically corresponding day in such
month, then the last day of such month) and the Maturity Date, (c) with respect to any Term Benchmark Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest
Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period and the Maturity Date and (d) with respect to any Swingline Loan,
the day that such Loan is required to be repaid and the Maturity Date.


 






    23


    


    

 


“Interest
Period” means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one, three or six months thereafter (or, if reasonably satisfactory
to the Administrative Agent and each of the Lenders, such other period) (in each case, subject to the availability for the Benchmark applicable
to the relevant Loan or Commitment for any Agreed Currency), as the applicable Borrower (or the Company on behalf of the applicable Borrower)
may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from
this definition pursuant to Section 2.14(e) shall be available for specification in such Borrowing Request or Interest Election
Request. 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.


 


“Irish
Borrower” means any Borrower that is incorporated under the laws of Ireland.


 


“IRS” means
the United States Internal Revenue Service.


 


“Issuing Bank”
means JPMorgan Chase Bank, N.A., Bank of America, N.A. and U.S. Bank National Association and each other Lender designated by the Company
as an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to the Administrative Agent),
in each case acting through itself or through one of its designated affiliates or branch offices, each in its capacity as an issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“Joint Bookrunner”
means each of JPMorgan Chase Bank, N.A., BofA Securities, Inc. (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking,
commercial lending services or related businesses may be transferred following the Effective Date) and U.S. Bank National Association
in its capacity as a joint bookrunner and joint lead arranger for the credit facility evidenced by this Agreement.


 


“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


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


 


“LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at
such time plus (b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company
at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the LC Exposure at such time. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be
drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits (the
 “UCP”), 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 International Standby Practices (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 Company and each Lender 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.


 






    24


    


    

 


“Lender Notice Date”
has the meaning assigned to such term in Section 2.21(b).


 


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


 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(d).


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.19, 2.20,
2.21 or 9.02(d) or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context
otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement.


 


“Letter of Credit Agreement”
has the meaning assigned to such term in Section 2.06(b).


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, ground
lease, master lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.


 


“Limited Condition
Acquisition” has the meaning assigned to such term in Section 2.20.


 


“Limited Condition
Acquisition Agreement” has the meaning assigned to such term in Section 2.20.


 


“Loan Documents”
means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, any promissory notes issued pursuant
to Section 2.10(e) of this Agreement and any Letter of Credit Agreements. Any reference in this Agreement or any other Loan
Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements
or other modifications thereto (including any Incremental Term Loan Amendment), and shall refer to this Agreement or such Loan Document
as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Parties”
means the Borrowers.


 






    25


    


    

 


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


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (ii) local time
in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time shall
mean (a) London, England time with respect to any Foreign Currency (other than euro) and (b) Brussels, Belgium time with respect
to euro, in each case of the foregoing clauses (a) and (b) unless otherwise notified by the Administrative Agent).


 


“Luxembourg
Borrower” means any Luxembourg Subsidiary that becomes a Subsidiary Borrower pursuant to Section 2.23 and that has
not ceased to be a Subsidiary Borrower pursuant to such Section.


 


“Luxembourg
Insolvency Event” shall mean, with respect to any Luxembourg Borrower, (i) a situation of (cessation de paiements)
and absence of access to credit (credit ébranlé) within the meaning of Article 437 of the Luxembourg Commercial
Code, (ii) insolvency proceedings (faillite) within the meaning of Articles 437 ff. of the Luxembourg Commercial Code,
(iii) controlled management (gestion contrôlée) within the meaning of the grand ducal regulation of 24 May 1935
on controlled management, (iv) voluntary arrangement with creditors (concordat préventif de faillite) within the meaning
of the law of 14 April 1886 on arrangements to prevent insolvency, as amended, (v) suspension of payments (sursis de paiement)
within the meaning of Articles 593 ff. of the Luxembourg Commercial Code, (vi) voluntary or compulsory winding-up pursuant to the
law of 10 August 1915 on commercial companies, as amended or (vii) the appointment of an ad hoc director (administrateur
provisoire) by a court in respect of such Luxembourg Borrower or a substantial part of its assets.


 


“Luxembourg Subsidiary”
means any Subsidiary organized under the laws of Luxembourg.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, results of operations or financial condition of the Company and the Subsidiaries
taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents
(taken as a whole) or (c) the material rights or remedies of the Administrative Agent and the Lenders under the Loan Documents (taken
as a whole).


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit and other than any intercompany indebtedness), or obligations in respect
of one or more Swap Agreements, of any one or more of any Borrower or any Material Subsidiary in an aggregate principal amount exceeding
$200,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Borrower
or any Material Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that such Borrower or such Material Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Material Subsidiary”
means, at any time of determination, each wholly-owned Subsidiary which, as of the most recent fiscal year of the Company, for the period
of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) (or,
prior to the delivery of any such financial statements, the last fiscal year of the Company included in the financial statements referred
to in Section 3.04(a)), contributed greater than ten percent (10%) of Consolidated EBITDA for such period.


 






    26


    


    

 


“Maturity
Date” means December 19, 2027, subject to extension (in the case of each Lender consenting thereto) as provided in Section 2.21;
provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding
Business Day.


  


“Maximum Rate”
has the meaning assigned to such term in Section 9.15.


 


“Milestone Payments”
means payments based on the achievement of specified revenue, profit or other performance targets (financial or otherwise), in any such
case, that are made pursuant to contractual arrangements during the period of twelve months ending on the Effective Date or arising thereafter
in connection with any drug or pharmaceutical product research and development or Collaboration Arrangements or any Drug Acquisition and
that are recognized as expense in the period in which they are incurred.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is subject to Title IV of ERISA.


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(d).


 


“Non-Extending Lender”
has the meaning assigned to such term in Section 2.21(b).


 


“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 0%, such rate shall be deemed to be 0% for purposes of this Agreement.


 


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


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, examinership, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations
and liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, any Issuing Bank or any indemnified
party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or
other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof; provided that
obligations arising under Permitted Call Spread Swap Agreements shall not be considered Obligations.


 


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


 






    27


    


    

 


“Operating Lease”
means any Specified Lease Arrangement or other arrangement that is accounted for as an operating lease for purposes of the Loan Documents
pursuant to Section 1.04.


 


“Original Currency”
has the meaning assigned to such term in Section 2.18(a).


 


“Other Connection Taxes”
means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction
imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit 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 or Section 9.02(d)).


 


“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.


 


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount
denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or the Issuing Banks, as the case may be,
in accordance with banking industry rules on interbank compensation.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“Participating Member
State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance
with legislation of the European Union relating to economic and monetary union.


 


“Patriot Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment”
has the meaning assigned to such term in Section 8.01(l)(i).


 


“Payment Notice”
has the meaning assigned to such term in Section 8.01(l)(ii).


 


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


 


“Permitted
Call Spread Swap Agreement” means (a) any Swap Agreement (including, but not limited to, any bond hedge transaction
or capped call transaction) pursuant to which the Company acquires an option requiring the counterparty thereto to deliver to the Company
shares of common stock of the Company, the cash value of such shares or a combination thereof from time to time upon exercise of such
option and (b) any Swap Agreement pursuant to which the Company issues to the counterparty thereto warrants to acquire common stock
of the Company (whether such warrant is settled in shares, cash or a combination thereof), in each case entered into by the Company in
connection with the issuance of Permitted Convertible Notes; provided that the terms, conditions and covenants of each such Swap
Agreement shall be such as are customary for Swap Agreements of such type (as determined by the Board of Directors of the Company in good
faith). For the avoidance of doubt, “Permitted Call Spread Swap Agreement” includes any convertible note hedge and warrant
transaction similar to any such transaction that was previously entered into by the Company in connection with the Company’s 1.875%
convertible senior notes due October 1, 2016.


 






    28


    


    

 


“Permitted Convertible
Notes” means any unsecured notes issued by the Company that are convertible into common stock of the Company, cash or any combination
thereof. For the avoidance of doubt, “Permitted Convertible Notes” includes any such notes similar to the Company’s
1.875% convertible senior notes due October 1, 2016.


 


“Permitted Encumbrances”
means:


 


(a)           Liens imposed by law
for Taxes that have not yet been paid (to the extent such non-payment does not violate Section 5.04) or are being contested in compliance
with Section 5.04, and Liens for unpaid utility charges;


 


(b)          carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, supplier’s and other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than sixty (60) days (or if more than sixty (60) days overdue,
are unfiled and no other action has been taken to enforce such Liens) or are being contested in compliance with Section 5.04;


 


(c)           pledges
and deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security or retirement benefits laws or regulations or employment laws, to secure liability to insurance carriers under insurance
or self-insurance arrangements or to secure other public, statutory or regulatory obligations, and Liens to secure letters of credit,
bank guarantees or similar instruments supporting any of the foregoing;


 


(d)           pledges
and deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory obligations, customer deposits
and advances, surety, customs and appeal bonds, performance and completion bonds and other obligations of a like nature (including those
to secure health, safety and environmental obligations), in each case in the ordinary course of business, and Liens to secure letters
of credit, bank guarantees or similar instruments supporting any of the foregoing;


 


(e)           any
Lien granted or arising in connection with any legal proceeding (including judgment Liens) to the extent such proceeding has not resulted
in an Event of Default under Section 7.01(k), or Liens securing appeal or surety bonds related to such legal proceedings or judgments;


 


(f)           easements,
zoning restrictions, rights-of-way and similar charges or encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Company and its Subsidiaries, taken as a whole;


 


(g)          any
interest or title of, and other statutory and common law liens of, a landlord, lessor or sublessor under any lease or sublease or any
Lien affecting solely the interest of the landlord, lessor or sublessor;


 






    29


    


    

 


(h)           leases,
licenses, subleases or sublicenses (i) that are granted to others and do not adversely interfere in any material respect with the
business of the Company and its Subsidiaries as conducted at the time granted, taken as a whole, (ii) between or among any of the
Loan Parties or any of their Subsidiaries (or any combination thereof) or (iii) granted to other Persons and not prohibited under
Section 6.03;


  


(i)            purported
Liens evidenced by the filing of precautionary UCC financing statements or similar filings relating to operating leases of personal property
entered into by the Company or any of its Subsidiaries in the ordinary course of business;


 


(j)           any
interest or title of a licensor or sublicensor under any license or sublicense entered into by the Company or any Subsidiary as a licensee
or sublicensee (i) existing on the date hereof, (ii) in the ordinary course of its business or (iii) not otherwise prohibited
by this Agreement;


 


(k)           with
respect to any real property, immaterial title defects or irregularities that do not materially impair the use of such real property,
or any zoning or similar Law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
and


 


(l)            Liens
on real property, fixtures, equipment, other fixed or capital assets or other related assets in connection with a Tax Abatement Transaction
in favor of the Related Municipal Party.


 


“Permitted Restructurings”
means a transaction or series of transactions pursuant to which direct and indirect Subsidiaries of the Company are converted, restructured
or reorganized for tax planning or due to changes or potential changes in any relevant legal or regulatory framework, whether by (i) transfer,
(ii) acquisition, (iii) contribution, (iv) merger, (v) consolidation, (vi) voluntary dissolution, (vii) liquidation,
(viii) recapitalization, (ix) change in identity, form, place of organization, incorporation, domicile or, to the extent relevant
and subject to Section 5.03(b), centre of main interests (as that term is used in Article 3(1) of the Regulation), or (x) otherwise,
in each case the result of which may cause a direct or indirect sale, assignment or transfer of Equity Interests and/or other assets between
and among the Company and/or various Subsidiaries of the Company, and in each case to the extent the Administrative Agent (acting in its
reasonable credit judgment) approves such Permitted Restructuring (it being understood and agreed that the proposed Permitted Restructurings
disclosed in writing by the Company to the Administrative Agent prior to the Effective Date are approved).


 


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


 


“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Prime
Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or,
if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical
Release H.15 (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 (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.


 






    30


    


    

 


“Prior Corporate Campus
Facility Leases” means the leases dated as of December 21, 2006 and April 3, 2013, respectively, by and between BMR-Landmark
at Eastview LLC, as landlord, and the Company, as tenant, each as amended and in effect immediately prior to the date of the Corporate
Campus Facility Purchase Agreement.


 


“Priority Indebtedness”
means (a) Indebtedness of the Company or any Subsidiary secured by any Lien on any asset(s) of the Company or any Subsidiary
and (b) unsecured Indebtedness of any Subsidiary that is not a Borrower, in each case owing to a Person other than the Company or
any Subsidiary.


 


“Projections”
has the meaning assigned to such term in Section 3.11.


 


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


 


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


 


“QFC Credit Support”
has the meaning assigned to such term in Section 9.19.


 


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


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the Term SOFR Rate, 5:00
a.m., Chicago time, on the day that is two (2) U.S. Government Securities Business Days preceding the date of such setting, (ii) if
such Benchmark is the EURIBO Rate, 11:00 a.m., Brussels time, two (2) TARGET Days preceding the date of such setting, (iii) if
the RFR for such Benchmark is Daily Simple SOFR, then four (4) RFR Business Days prior to such setting or (iv) if such Benchmark
is none of the Term SOFR Rate, Daily Simple SOFR or the EURIBO Rate, the time determined by the Administrative Agent in its reasonable
discretion.


 


“Register”
has the meaning assigned to such term in Section 9.04(b)(iv).


 


“Regulation”
means the regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings
(recast).


 


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


 


“Related Municipal
Party” means the industrial development agency or other Governmental Authority party to a Tax Abatement Transaction and, if
applicable, any trustee or agent with respect to such Tax Abatement Transaction.


 


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


 


“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board and/or the
NYFRB or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto, (ii) with
respect to a Benchmark Replacement in respect of Loans denominated in euro, the European Central Bank, or a committee officially endorsed
or convened by the European Central Bank or, in each case, any successor thereto and (iii) with respect to a Benchmark Replacement
in respect of Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement
is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement
or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened
by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor
that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement,
(3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.


 






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“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect
to any Term Benchmark Borrowing denominated in euro, the Adjusted EURIBO Rate or (iii) with respect to any RFR Borrowing denominated
in Dollars, the applicable Adjusted Daily Simple RFR, as applicable.


 


“Relevant Screen Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate or (ii) with respect
to any Term Benchmark Borrowing denominated in euro, the EURIBO Screen Rate.


 


“Required
Lenders” means, subject to Section 2.24, (a) at any time prior to the earlier of the Loans becoming due and
payable pursuant to Section 7.01 or the Commitments terminating or expiring, Lenders having Revolving Credit Exposures and Unfunded
Commitments representing more than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments at such time, provided
that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.01, the Unfunded Commitment of each
Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.01
or the Commitments expire or terminate, Lenders having Revolving Credit Exposures representing more than 50% of the Total Revolving Credit
Exposure at such time; provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure
of any Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable
Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.24 of the Swingline Exposures
of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving
Credit Exposure excluding such excess amount and (y) for the purpose of determining the Required Lenders needed for any waiver, amendment,
modification or consent of or under this Agreement or any other Loan Document, any Lender that is the Company or an Affiliate of the Company
shall be disregarded.


 


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


 


“Responsible Officer”
means (a) the chief executive officer, president, executive or senior vice president, Financial Officer (or, in the case of any Subsidiary
Borrower, the general manager, managing director, president, chief financial officer, principal accounting officer, treasurer, assistant
treasurer, controller, assistant controller, director, manager or other appropriate officer (or any Person with similar responsibilities
with respect to any of the foregoing) of such Subsidiary Borrower), chief legal officer or general counsel of any Borrower, (b) solely
for purposes of the delivery of incumbency and/or secretary’s or similar certificates pursuant to this Agreement or any other Loan
Document, a director, a manager, the secretary or any assistant secretary (or any Person with similar responsibilities with respect to
any of the foregoing) of any Borrower or (c) any other Person designated by any such Person in writing to the Administrative Agent
and reasonably acceptable to the Administrative Agent.


 






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“Reuters”
means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.


 


“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, its
LC Exposure and its Swingline Exposure at such time.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01.


 


“RFR” means,
for any RFR Loan denominated in Dollars, Daily Simple SOFR, and when used in reference to any Loan or Borrowing, means that such Loan,
or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the applicable Adjusted Daily Simple RFR.


 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day”
means, for any Loan denominated in Dollars, a U.S. Government Securities Business Day.


 


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR Loan”
means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale and Leaseback
Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease such property
or asset as lessee.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions
(which for purposes of illustration and clarification includes, at the time of this Agreement, the so-called Donetsk People’s
Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, any Person that is the subject of any Sanctions, including (a) any Person listed in
any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council,
the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person located,
organized or resident in a Sanctioned Country or (c) any Person owned 50% or more or controlled by any such Person or Persons described
in the foregoing clauses (a) or (b).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union
or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.


 






    33


    


    

 


“SEC” means
the United States Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.


 


“Securities Act”
means the United States Securities Act of 1933.


 


“SLL Principles”
has the meaning assigned to such term in Section 2.25(b).


 


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


 


“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR”.


 


“Specified Lease Arrangements”
means‎, to the extent any of the following constitute Capital Lease Obligations (but for the provisions set forth in Section 1.04)
or other obligations reflected as a liability on the consolidated balance sheet of the Company, (a) any obligations of the Company
and its Subsidiaries owed to any Affiliates of the Company related to leases of assets (whether pursuant to a Sale and Leaseback Transaction
or otherwise), (b) any arrangement similar to either of the Prior Corporate Campus Facility Leases, (c) any of the Corporate
Campus Facility Financing Obligations and (d) any lease or other obligation that was or would have been categorized as “facility
lease obligations” or “facility financing obligations” on the Company’s consolidated balance sheet as of the Effective
Date.


 


“Specified Spreads”
has the meaning assigned to such term in Section 2.25(b).


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted EURIBO Rate
for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio
or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments
or the funding of the Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. Term Benchmark Loans for which
the associated Benchmark is adjusted by reference to the Statutory Reserve Rate (per the related definition of such Benchmark) shall be
deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve
Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


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


 






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“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary Borrower”
means (i) Regeneron Healthcare Solutions, Inc., a New York corporation, (ii) Regeneron Genetics Center LLC, a Delaware
limited liability company, and (iii) any Eligible Subsidiary that becomes a Subsidiary Borrower pursuant to Section 2.23 and,
in the case of each of the foregoing, that has not ceased to be a Subsidiary Borrower pursuant to such Section.


 


“Supported QFC”
has the meaning assigned to such term in Section 9.19.


 


“Sustainability Assurance
Provider” has the meaning assigned to such term in Section 2.25(a).


 


“Sustainability Targets”
has the meaning assigned to such term in Section 2.25.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former
directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.


 


“Swingline Borrower”
means (a) the Company and (b) any other Borrower requested by the Company and approved in writing by the Swingline Lender and
the Administrative Agent in their discretion.


 


“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 Applicable Percentage of the aggregate principal amount of all Swingline
Loans outstanding at such time (excluding, in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are 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 2.24 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in
the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding
at such time, less the amount of participations funded by the other Lenders in such Swingline Loans.


 


“Swingline Lender”
means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as lender of Swingline Loans
hereunder.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any,  determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in euro.


 






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“Tax Abatement Transactions”
means a transaction between the Company or any of its Subsidiaries, on the one hand, and a Related Municipal Party, on the other hand
(and, if applicable, other Person(s)), entered into for the purposes of reducing certain of the Company’s or any Subsidiary’s
Tax liabilities through (a) the sale, other transfer, lease or license to such Related Municipal Party of title to or an interest
in real property, fixtures, equipment, other fixed or capital assets or other related assets of the Company or such Subsidiary, (b) the
granting to such Related Municipal Party of Liens on real property, fixtures, equipment, other fixed or capital assets or other related
assets of the Company or such Subsidiary, (c) a Sale and Leaseback Transaction or other transfer and licensing arrangement between
the Company or such Subsidiary and such Related Municipal Party (and, if applicable, such other Person(s)) with respect to real property,
fixtures, equipment, other fixed or capital assets or other related assets of the Company or such Subsidiary, (d) PILOT agreements
or (e) any combination of the foregoing or through arrangements similar thereto.


 


“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 Benchmark”,
when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate
determined by reference to the Adjusted Term SOFR Rate or the Adjusted EURIBO Rate.


 


“Term SOFR Determination
Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars 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 Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
Benchmark Borrowing denominated in Dollars 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 Rate 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 (5) U.S. Government Securities Business Days prior to such Term SOFR
Determination Day.


 


“Termination Date”
means the date as of which all of the following shall have occurred: (a) all Commitments have expired or been terminated, (b) all
Obligations have been paid in full (other than (i) contingent indemnification and expense reimbursement obligations for which no
claim or demand has been made or (ii) Obligations expressly stated herein to survive such payment and termination) and (c) all
Letters of Credit have expired or terminated (other than Letters of Credit that have been cash collateralized, backstopped, replaced or
as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank
shall have been made).


 






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“Total
Leverage Ratio” has the meaning assigned to such term in Section 6.04.


 


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


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans
and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”, when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted Daily Simple RFR, the Alternate Base
Rate or the Central Bank Rate.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction or any other laws of any jurisdiction which
are required to be applied in connection with the issue of creation, perfection or priority of security interests.


 


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


 


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


 


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


 


“Unfunded Commitment”
means, with respect to each Lender, the Commitment of such Lender less its Revolving Credit Exposure.


 


“Upfront Payments”
means any upfront or similar payments made during the period of twelve months ending on the Effective Date or arising thereafter in connection
with any drug or pharmaceutical product research and development or Collaboration Arrangements or the closing of any Drug Acquisition
and that are recognized as expense in the period in which they are incurred.


 


“U.S. Government Securities
Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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. Special Resolution
Regime” has the meaning assigned to such term in Section 9.19.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 






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“wholly-owned Subsidiary”
means a Subsidiary with respect to which 100% of the issued and outstanding Equity Interests are owned directly or indirectly by the Company
(other than (x) directors’ qualifying shares; (y) shares issued to foreign nationals to the extent required by applicable
law; and (z) shares held by a Person on trust for, or otherwise where the beneficial interest is held by, the Company (directly or
indirectly)).


  


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


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


 


Section 1.02.      Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Term Benchmark Loan” or an “RFR Loan”) or by Class and
Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”). Borrowings also
may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term
Benchmark Borrowing” or an “RFR Borrowing”) or by Class and Type (e.g., a “Term Benchmark
Revolving Borrowing” or an “RFR Revolving Borrowing”).


 


Section 1.03.      Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law”
shall be construed as referring to 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), and all judgments, orders and decrees, of all Governmental
Authorities. Unless the context requires otherwise or it is specifically provided for otherwise herein, (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
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) 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 and (f) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 






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Section 1.04.      Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative
Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof
in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended
in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any
election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any
Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification
470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
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 and (ii) notwithstanding any modification or interpretative change to GAAP after the
Effective Date (including any such modification or change as a result of any treatment of leases under any Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect to that of Accounting Standards Codification 842), any obligations
relating to any of the following shall be deemed to be obligations relating to an operating lease and shall not constitute Capital Lease
Obligations under the Loan Documents: (x) a lease that was or would have been accounted for by such Person as an operating lease
as of the Effective Date, (y) any Specified Lease Arrangements of such Person or (z) any lease or arrangement similar to any
of the foregoing entered into after the Effective Date by such Person or an Affiliate thereof. For the avoidance of doubt, it is understood
and agreed that a lease or other arrangement that would be accounted for by such Person as an operating lease under Accounting Standards
Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) shall
also be treated as an operating lease.


 


(b) 
All pro forma computations required to be made hereunder giving effect to any Acquisition or disposition,
or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated after giving
pro forma effect thereto (and, in the case of any pro forma computation made hereunder, to determine whether such Acquisition, disposition
or issuance, incurrence or assumption of Indebtedness or other transaction is not prohibited to be consummated hereunder) immediately
after giving effect to such Acquisition, disposition or issuance, incurrence or assumption of Indebtedness (and to any other such transaction
consummated since the first day of the period for which such pro forma computation is being made and on or prior to the date of such computation)
as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal
quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the
delivery of any such financial statements, ending with the fiscal quarter ended September 30, 2022), and, to the extent applicable,
to the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness
and any related cost savings, operating expense reductions and synergies, all in accordance with (and, in the case of cost savings, operating
expense reductions and synergies, to the extent permitted by) Article 11 of Regulation S-X under the Securities Act; provided
that no pro forma computation required to be made hereunder shall make or result in any pro forma adjustment to Consolidated EBITDA for
any Drug Acquisition or Exclusive License. If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).


 






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Section 1.05.      Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or a Foreign Currency 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 2.14(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 Company. 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 the Company, any Lender
or any other person or entity 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.


 


Section 1.06.      Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar
Amount of the stated amount of such Letter of Credit available to be drawn at such time; provided that, with respect to any Letter
of Credit that, by its terms, provides for one or more automatic increases in the available amount thereof, the amount of such Letter
of Credit shall be deemed to be the Dollar Amount of the maximum amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum amount is available to be drawn at such time.


 


Section 1.07.      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.


 


Section 1.08.      Exchange
Rates; Currency Equivalents.


 


(a)           The
Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Dollar Amount of Term Benchmark Borrowings, RFR
Borrowings or Letters of Credit denominated in Foreign Currencies. Such Dollar Amount shall become effective as of such Computation Date
and shall be the Dollar Amount of such amounts until the next Computation Date to occur. Except for purposes of financial statements delivered
by the Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of
any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Amount as so determined by the Administrative
Agent or the applicable Issuing Bank, as applicable.


 






    40


    


    

 


(b)           Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Loan or Letter of Credit is denominated in a Foreign Currency, such amount shall be the Dollar Amount of such amount
(rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent
or the Issuing Bank, as the case may be.


 


Section 1.09.      Cashless
Settlement Mechanism. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent
any refinancing, extension, incremental increase, replacement, renewal, loan modification or similar transaction with respect to any Commitments
or Loans and not prohibited by the terms of this Agreement, or with respect to loans incurred under a new credit facility, in each case,
is effected by means of a “cashless roll” by any Lender, such refinancing, extension, incremental increase, replacement, renewal,
modification or similar transaction shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment
be made “in Dollars”, “in the applicable Foreign Currency,” “in immediately available funds”, “in
Cash” or any other similar requirement (including in connection with the occurrence of the Termination Date).


 


ARTICLE II


 


The Credits


 


Section 2.01.      Commitments.
Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers
severally in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result
(after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a))
in (a) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such
Lender’s Commitment or (b) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Total Revolving Credit Exposure
exceeding the Aggregate Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers
may borrow, prepay and reborrow Revolving Loans.


 


Section 2.02.      Loans
and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required
to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall
be made in accordance with the procedures set forth in Section 2.05.


 


(b)           Subject
to Section 2.14, each Revolving Borrowing shall be comprised (i) in the case of Borrowings in Dollars, entirely of ABR Loans
or Term Benchmark Loans and (ii) in the case of Borrowings in any other Agreed Currency, entirely of Term Benchmark Loans of the
same Agreed Currency, as the applicable Borrower may request in accordance herewith; provided that each ABR Loan shall only be
made in Dollars. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16
and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not
affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.


 






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(c)           At
the commencement of each Interest Period for any Term Benchmark Revolving Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000 units of such currency) and
not less than $10,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 10,000,000 units of such currency). At the time
that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $10,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e).
Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total
of six (6) Term Benchmark Borrowings outstanding.


 


(d)           Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Maturity Date.


 


(e)           Any
Credit Event to any Dutch Borrower shall at all times be provided by a Lender that is a Dutch Non-Public Lender.


 


Section 2.03.      Requests
for Revolving Borrowings. To request a Revolving Borrowing, the applicable Borrower, together with the Company in the case of a Revolving
Borrowing by a Subsidiary Borrower, shall notify the Administrative Agent of such request by irrevocable written notice (via a written
Borrowing Request signed by a Responsible Officer of the applicable Borrower, together with the Company in the case of a Revolving Borrowing
by a Subsidiary Borrower) (a) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 noon, New
York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing, (b) in the case
of a Term Benchmark Borrowing denominated in euro, not later than 12:00 noon, New York City time, four (4) Business Days in each
case before the date of the proposed Borrowing, (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of the proposed Borrowing (or, in the case of each of clause (a), (b) and (c), such shorter period of time as the
Administrative Agent shall reasonably agree). Each such Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)            the
name of the applicable Borrower;


 


(ii)           the
Agreed Currency and the aggregate principal amount of the requested Borrowing;


 


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


 


(iv)          whether
such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;


 


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


 






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(vi)          the
location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.07.


 


If
no election as to the currency of a Borrowing is specified, then the requested Borrowing shall be made in Dollars. If no election
as to the Type of Revolving Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Revolving Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the relevant
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of
such Lender’s Loan to be made as part of the requested Borrowing.


 


Section 2.04.      Determination
of Dollar Amounts. The Administrative Agent or, solely with respect to clause (b) below, the applicable Issuing Bank, will determine
the Dollar Amount of:


 


(a)           any
Loan denominated in a Foreign Currency, on each of the following: (i) the date of the Borrowing of such Loan and (ii)(A) with
respect to any Term Benchmark Loan, each date of a conversion or continuation of such Loan pursuant to the terms of this Agreement and
(B) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month
after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month),


 


(b)           any
Letter of Credit denominated in a Foreign Currency, on each of the following: (i) the date on which such Letter of Credit is issued,
(ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has
the effect of increasing the face amount thereof, and


 


(c)           any
Credit Event, on any additional date as the Administrative Agent may determine at any time when an Event of Default exists.


 


Each day upon or as of which the Administrative
Agent or the applicable Issuing Bank, as applicable, determines Dollar Amounts as described in the preceding clauses (a), (b) and
(c) is herein described as a “Computation Date” with respect to each Credit Event for which a Dollar Amount is determined
on or as of such day.


 


Section 2.05.      Swingline
Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in its sole discretion make Swingline
Loans in Dollars to any Swingline Borrower from time to time during the Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000, (ii) the
Swingline Lender’s Revolving Credit Exposure exceeding its Commitment or (iii) the Dollar Amount of the Total Revolving Credit
Exposure exceeding the Aggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan
to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each
Swingline Borrower may borrow and reborrow Swingline Loans and prepay any Swingline Loan made to it.


 


(b)           To
request a Swingline Loan, the applicable Swingline Borrower shall notify the Administrative Agent of such request by irrevocable written
notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable
Swingline Borrower, together with the Company in the case of a request for a Swingline Loan by a Subsidiary Borrower), not later than
1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day), the applicable Swingline Borrower requesting such Swingline Loan and amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from any Swingline Borrower. The
Swingline Lender shall make each Swingline Loan available to the applicable Swingline Borrower by means of a credit to an account of such
Swingline Borrower with the Administrative Agent designated for such purpose or to such other account as directed in writing by such Swingline
Borrower in the Borrowing Notice (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such
Swingline Loan. Any Swingline Loan made to finance the reimbursement of an LC Disbursement shall be for the account of the Company.


 






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(c)           The
Swingline Lender may by written notice given to the Administrative Agent 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 amount of Swingline Loans in which
Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying
in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally
agrees, promptly upon receipt of such notice from the Administrative Agent (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 pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Swingline
Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments made by such Swingline
Borrower 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 any Swingline Borrower (or other party on behalf of any Swingline 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 any Swingline Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve any Swingline Borrower of any default in the payment of any Swingline Loan made to
such Swingline Borrower.


 


(d)           The
Swingline Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Swingline
Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline
Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid interest accrued for the account of
the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the
successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect
to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer
to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require.
After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to
have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its
replacement, but shall not be required to make additional Swingline Loans.


 






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(e)           Subject
to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time upon
thirty (30) days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such Swingline Lender
shall be replaced in accordance with Section 2.05(d) above.


 


Section 2.06.      Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, the Company or any Subsidiary Borrower may
request the issuance of Letters of Credit denominated in Agreed Currencies as the applicant thereof for the support of its or its Subsidiaries’
obligations, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application, Letter of Credit Agreement or other agreement submitted by the applicable Borrower
to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder
to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity
or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country
or (ii) in any manner that would result in a violation of any applicable Sanctions by any party to this Agreement.


 


(b)           Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Company (or applicable Subsidiary Borrower, together with the Company) shall hand deliver (or
transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no
less than three (3) Business Days unless otherwise agreed by the relevant Issuing Bank) a notice signed by the Company (or if such
Letter of Credit or amendment or extension is being requested by a Subsidiary Borrower, signed by such Subsidiary Borrower and the Company)
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 Agreed Currency applicable thereto, 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. In addition, as a condition to any such Letter of Credit issuance, the Company shall have entered into a continuing agreement
(or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each
case, as required by the relevant Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).
A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the
Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) subject
to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $50,000,000, (ii) subject to Sections 2.04
and 2.11(b), the Dollar Amount of the Total Revolving Credit Exposure shall not exceed the Aggregate Commitment, (iii) subject to
Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure shall not exceed such Lender’s
Commitment and (iv) the aggregate face amount of all Letters of Credit issued and then outstanding by any Issuing Bank shall not
exceed such Issuing Bank’s Applicable LC Sublimit, unless such excess is consented to, or otherwise waived, by such Issuing Bank
in its sole discretion.


 






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No
Issuing Bank shall be under any obligation to issue any Letter of Credit if:


 


(i)            any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank
from issuing such Letter of Credit, or request that such Issuing Bank refrain from issuing such Letter of Credit, or any law applicable
to such Issuing Bank shall prohibit, the issuance of letters of credit generally or such Letter of Credit in particular or any such order,
judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital
or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or
shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such
Issuing Bank in good faith deems material to it; or


 


(ii)           the
issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.


 


(c)           Expiration
Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year (or such longer period as may be consented
to by the relevant Issuing Bank) after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration
date thereof, one year after such extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided
that any Letter of Credit with a one-year tenor may contain customary automatic extension provisions agreed upon by the Company or the
applicable Subsidiary Borrower and the relevant Issuing Bank that provide for the extension thereof for additional one-year periods (which
shall in no event extend beyond the date referenced in clause (ii) above), 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. Notwithstanding the foregoing,
any Letter of Credit may expire no later than one year after the Maturity Date so long as the Company cash collateralizes an amount equal
to 105% of the face amount of such Letter of Credit, concurrently with the issuance of such Letter of Credit, in the manner described
in Section 2.06(j) and otherwise on terms and conditions reasonably acceptable to the relevant Issuing Bank and the Administrative
Agent or provides a backup letter of credit in such amount and otherwise in form and substance reasonably acceptable to the relevant Issuing
Bank and the Administrative Agent, in each case no later than five (5) Business Days prior to the Maturity Date.


 






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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 relevant Issuing Bank or the Lenders, the relevant 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 Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date
due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company for
any reason, including after the Maturity Date. Each Lender acknowledges and agrees that 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 or the occurrence and continuance of a Default or reduction or termination
of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)           Reimbursement.
If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount in the currency of such LC Disbursement equal to such LC Disbursement not later than
12:00 noon, Local Time, on the Business Day immediately following the Business Day that the Company shall have received notice of such
LC Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars (or
is permitted by such Issuing Bank to be reimbursed in Dollars), an ABR Revolving Borrowing, Term Benchmark Revolving Borrowing or Swingline
Loan in Dollars in the Dollar Amount equal to such LC Disbursement or (ii) to the extent such LC Disbursement was made in a Foreign
Currency, a Term Benchmark Revolving Borrowing in such Foreign Currency (to the extent that such Foreign Currency is an Agreed Currency
that is available for Loans under this Agreement) in an amount equal to such LC Disbursement and, in each case, to the extent so financed,
the Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Term Benchmark
Revolving Borrowing or Swingline Loan, as applicable. If the Company fails to make such payment when due, the Administrative Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Company, in the same manner as provided in Section 2.07 with respect to Loans made by
such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and
the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the relevant 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 the relevant Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.
If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative
Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement
were made or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested
by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such
Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof calculated on the date such LC Disbursement is made.


 






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(f)           Obligations
Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of
Credit Agreement or this Agreement, or any term or provision therein or herein, (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) any payment by the relevant 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 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, the Company’s obligations hereunder or (v) any adverse change in the relevant exchange rates or
in the availability of the relevant Foreign Currency to the Company or any Subsidiary or in the relevant currency markets generally. Neither
the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, 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 relevant Issuing Bank; provided that the foregoing shall not be construed to excuse
the relevant Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to special, indirect, consequential
or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by
the Company that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence
or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)           Disbursement
Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand
for payment under a Letter of Credit. Each Issuing Bank shall promptly after such examination notify the Administrative Agent and the
Company by telephone (confirmed by electronic mail) 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 the Company of its obligation to reimburse such Issuing Bank and the Lenders with
respect to any such LC Disbursement.


 


(h)           Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full
in the applicable currency within one Business Day of the date on which such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement
is due and payable, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date
when such reimbursement is payable; provided that, if the Company fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall
be for the account of the relevant 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 such LC Disbursement shall be for the account of such
Lender to the extent of such payment.


 






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(i)           Replacement
and Resignation of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Company, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any
such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue
to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and
issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any
existing Letter of Credit.


 


(B) Subject to
the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty (30)
days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, the resigning Issuing Bank shall
be replaced in accordance with Section 2.06(i)(A) above.


 


(j)           Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing
greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Company shall deposit
in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the
 “LC Collateral Account”), an amount in cash equal to 105% of the LC Exposure in the applicable currency or currencies
as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to
undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall
be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the
obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in Section 7.01(h) or
(i). The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b).
Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. In addition,
and without limiting the foregoing or Section 2.06(c), if any LC Exposure remains outstanding after the expiration date specified
in Section 2.06(c), the Company shall immediately deposit into the LC Collateral Account an amount in cash equal to 105% of such
LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option of the Company with the consent of the Administrative Agent in its reasonable
discretion and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing
Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary processing charges, and,
to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at
such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater
than 50% of the total LC Exposure), be applied to satisfy other Obligations. If the Company 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 the Company within three (3) Business Days after all Events of Default have been cured or waived. If the Company is required to
provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid)
shall be returned to the Company as and to the extent that, after giving effect to such return, the aggregate Revolving Credit Exposures
would not exceed the Aggregate Commitment and no Event of Default shall have occurred and be continuing.


 






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(k)           Issuing
Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report
in writing to the Administrative Agent (i) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or
extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount and currency of the Letters
of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred
(and whether the amount thereof changed), (ii) on each Business Day on which such Issuing Bank pays any amount in respect of one
or more drawings under Letters of Credit, the date of such payment(s) and the amount and currency of such payment(s), (iii) on
any Business Day on which the Company fails to reimburse any amount required to be reimbursed to such Issuing Bank on such day, the date
of such failure and the amount and currency of such payment in respect of Letters of Credit and (iv) on any other Business Day, such
other information as the Administrative Agent shall reasonably request.


 


(l)           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, or states that a Subsidiary is the “account party,” “applicant,”
 “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any
rights of any Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter
of Credit, the Company (i) shall reimburse, indemnify and compensate the relevant Issuing Bank hereunder for such Letter of Credit
(including to reimburse any and all drawings thereunder) in accordance with the terms of this Agreement as if such Letter of Credit had
been issued solely for the account of the Company and (ii) irrevocably waives any and all defenses to the extent permitted by applicable
law 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.  The Company hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to
the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.


 






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Section 2.07.      Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer
of immediately available funds (i) in the case of Loans denominated in Dollars, by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each
Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Foreign Currency Payment
Office for such currency and at such Foreign Currency Payment Office for such currency; provided that Swingline Loans shall be
made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering the reimbursement of Letters of
Credit, the Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the funds so received in
the aforesaid account of the Administrative Agent to (x) an account of such Borrower designated by such Borrower in the applicable
Borrowing Request, in the case of Loans denominated in Dollars, (y) an account of such Borrower in the relevant jurisdiction and
designated by such Borrower in the applicable Borrowing Request, in the case of Loans denominated in a Foreign Currency or (z) such
other account designated by such Borrower in the applicable Borrowing Request and reasonably acceptable to the Administrative Agent; provided
that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted
by the Administrative Agent to the relevant Issuing Bank.


 


(b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of an ABR
Borrowing, prior to 12:00 noon, New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available
to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater
of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans, or in the case of Foreign Currencies,
in accordance with such market practice, in each case, as applicable. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.


 


Section 2.08.      Interest
Elections. (a) Each Borrowing initially shall be of the Type and Agreed Currency specified in the applicable Borrowing Request
and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,
the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term
Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Swingline Borrowings, which may not be converted or continued.


 


(b)           To
make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election (by irrevocable
written notice via an Interest Election Request signed by a Responsible Officer of such Borrower) by the time that a Borrowing Request
would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Notwithstanding any contrary provision herein, this Section shall not be construed
to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Term Benchmark Loans that
does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under such Borrowing.


 






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


 


(i)           the
name of the applicable Borrower and the Agreed Currency and principal amount of the Borrowing to which such Interest Election Request
applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to
each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing);


 


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


 


(iii)           whether
the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in Dollars) or a Term Benchmark Borrowing; and


 


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


 


If any such Interest Election Request requests
a Term Benchmark 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.


 


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


 


(e)           If
the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing denominated in
Dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end
of such Interest Period such Borrowing shall be deemed to have an Interest Period that is one (1) month. If the applicable Borrower
fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing denominated in a Foreign Currency
prior to the end of the Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as provided herein, such Borrower
shall be deemed to have selected that such Term Benchmark Borrowing shall automatically be continued as a Term Benchmark Borrowing in
its original Agreed Currency with an Interest Period of one month at the end of such Interest Period. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so
notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued
as a Term Benchmark Borrowing and (ii) unless repaid, (w) each Term Benchmark Borrowing and each RFR Borrowing, in each case
denominated in Dollars shall be converted to an ABR Borrowing (in the case of a Term Benchmark Borrowing) at the end of the Interest Period
applicable thereto or (in the case of an RFR Borrowing) on the next Interest Payment Date in respect thereof and (y) each Term Benchmark
Borrowing and each RFR Borrowing, in each case denominated in a Foreign Currency, shall bear interest at the Central Bank Rate for the
applicable Agreed Currency plus the CBR Spread; provided that, if the Administrative Agent reasonably determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined,
any outstanding affected Term Benchmark Loans or RFR Loans denominated in any Foreign Currency shall either be (A) converted to an
ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) at the end of the Interest Period
or on the Interest Payment Date, as applicable, therefor or (B) prepaid at the end of the applicable Interest Period or on the Interest
Payment Date, as applicable, in full; provided that if no election is made by the applicable Borrower by the earlier of (x) the
date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest
Period for the applicable Term Benchmark Loan, such Borrower shall be deemed to have elected clause (A) above.


 






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Section 2.09.      Termination
and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)           The
Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Company shall not terminate
or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (A) the
Dollar Amount of any Lender’s Revolving Credit Exposure would exceed its Commitment or (B) the Dollar Amount of the Total Revolving
Credit Exposure would exceed the Aggregate Commitment.


 


(c)           The
Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction (or such shorter
period of time as the Administrative Agent shall reasonably agree), specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the
Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered
by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events
specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.


 


Section 2.10.      Repayment
of Loans; Evidence of Debt. (a) Each Borrower (severally and not jointly) hereby unconditionally promises to pay (i) to
the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower
on the Maturity Date in the currency of such Loan and (ii) in the case of each Swingline Borrower, to the Swingline Lender the then
unpaid principal amount of each Swingline Loan made to such Swingline Borrower on the earlier of the Maturity Date and the first date
after such Swingline Loan is made to such Swingline Borrower that is the 15th or last day of a calendar month and is at least
two (2) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, each
Swingline Borrower shall repay all Swingline Loans made to such Swingline Borrower then outstanding and the proceeds of any such Borrowing
shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.


 


(b)           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, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 


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


 






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(d)           The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations (including, without
limitation, the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement).


 


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


 


Section 2.11.      Prepayment
of Loans.


 


(a)           Any
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty
(but subject to break funding payments required by Section 2.16) subject to prior notice in accordance with the provisions of this
Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the
case of prepayment of a Term Benchmark Revolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time,
three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a Term Benchmark Revolving Borrowing
denominated in euro, by written notice from such Borrower not later than 11:00 a.m., New York City time, four (4) Business Days
before the date of prepayment, (iii) in the case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time,
five (5) RFR Business Days before the date of prepayment, (iv) in the case of prepayment of an ABR Revolving Borrowing, not
later than 11:00 a.m., New York City time, on the date of prepayment or (iv) in the case of prepayment of a Swingline Loan,
not later than 12:00 noon, New York City time, on the date of prepayment (or, in the case of each of clause (i), (ii), (iii) and
(iv), such shorter period of time as the Administrative Agent shall reasonably agree). Each such notice from any Borrower shall be irrevocable
and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid by such Borrower; provided
that any such notice of prepayment delivered by any Borrower may state that such notice is conditioned upon the effectiveness of other
credit facilities or one or more other events specified therein, in which case such notice may be revoked by the applicable Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13
and (ii) break funding payments to the extent required by Section 2.16.


 






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(b)           If
at any time, (i) other than as a result of fluctuations in currency exchange rates, the aggregate principal Dollar Amount of the
Total Revolving Credit Exposure (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent
Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a result of fluctuations
in currency exchange rates, the aggregate principal Dollar Amount of the Total Revolving Credit Exposure (so calculated) exceeds 105%
of the Aggregate Commitment, the Company or the relevant Subsidiary Borrower shall in each case, within two (2) Business Days after
receiving notice from the Administrative Agent in respect thereof, repay Borrowings (with respect to any payment made by or required from
any Subsidiary Borrower, as directed by such Subsidiary Borrower to repay Borrowings of such Subsidiary Borrower) or cash collateralize
LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount
sufficient to cause the aggregate Dollar Amount of the Total Revolving Credit Exposure (so calculated) to be less than or equal to the
Aggregate Commitment.


 


Section 2.12.      Fees.
(a) The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at
the applicable Commitment Fee Rate (as specified in the definition of Applicable Rate) on the daily average amount of the Available Revolving
Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates.
Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable
in arrears on the fifteenth (15th) day following such last day and on the date on which the Commitments terminate, commencing
on the first such date to occur after the Effective Date; provided that any commitment fees accruing after the date on which the
Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which
the Commitments terminate).


 


(b)           The
Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations
in each outstanding Letter of Credit, which shall accrue on the Dollar Amount of the daily maximum stated amount then available to be
drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving
Loans, during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account
a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the
Dollar Amount of the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period from and including
the Effective Date to but excluding the later of the Termination Date and the date on which there ceases to be any LC Exposure, as well
as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing
fees, and other standard costs and charges, of such Issuing Bank relating to the Letters of Credit as from time to time in effect. 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 fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after
the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph
shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation
fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting
fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in Dollars in the Dollar Amount thereof.


 






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


 


(d)           All
fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and
immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution,
in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


Section 2.13.      Interest.
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the
Applicable Rate.


 


(b)           The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate or the Adjusted EURIBO Rate, as applicable,
for the Interest Period in effect for such Borrowing plus the Applicable Rate.


 


(c)           Each
RFR Loan shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate.


 


(d)           Notwithstanding
the foregoing, during the continuance of an Event of Default under Section 7.01(a) or (b) resulting from any principal
of or interest on any Loan not having been paid when due, such overdue amount (and, to the extent permitted by law, overdue fees and other
amounts) shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of the principal of
any such Loan, 2% plus the interest rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section and
(ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(e)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments;
provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable by the applicable
Borrower(s) on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark 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.


 


(f)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate only at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days
(or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal
amount of such Loan as of the applicable date of determination. A determination of the applicable Alternate Base Rate, Adjusted Term SOFR
Rate, Term SOFR Rate, Adjusted EURIBO Rate, EURIBO Rate, Adjusted Daily Simple RFR or Daily Simple RFR shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.


 






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(g)           Interest
in respect of Loans denominated in Dollars shall be paid in Dollars, and interest in respect of Loans denominated in a Foreign Currency
shall be paid in such Foreign Currency.


 


Section 2.14.      Alternate
Rate of Interest.


 


(a)           Subject
to clauses (b), (c), (d), (e) and (f) of this Section 2.14, 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 Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term
SOFR Rate or the Adjusted EURIBO Rate (including because the Relevant Screen Rate is not available or published on a current basis) for
the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining
the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency; or


 


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


 






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then
the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone or electronic mail as promptly as practicable
thereafter and, until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such
notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Interest Election Request
in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for
Loans denominated in Dollars, any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation
of any Revolving Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Revolving Borrowing
shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing denominated
in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or (ii) above
or (y) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or
(ii) above and (B) for Loans denominated in a Foreign Currency, any Interest Election Request that requests the conversion of
any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests
a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective; provided that if
the circumstances giving rise to such notice affect only one Type of Borrowing, then all other Types of Borrowings shall be permitted.
Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of
the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such
Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new
Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of
Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable
to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so long
as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an
ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or (ii) above,
on such day and (B) for Loans denominated in a Foreign Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest
Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread;
provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error)
that the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated
in such Foreign Currency shall, at the Company’s election prior to such day: (A) be prepaid by the applicable Borrower on such
day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan
denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the
same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest
at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign
Currency cannot be determined, any outstanding affected RFR Loans denominated in any Foreign Currency, at the Company’s election,
shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency)
immediately or (B) be prepaid in full immediately.


 


(b)           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” with respect to Dollars for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with
clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice of such
Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising the Required Lenders.


 


(c)           Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right, in consultation with the
Company, 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.


 






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(d)           The
Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) 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 2.14, 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 2.14.


 


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


 


(f)           Upon
the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the applicable Borrower may revoke any
request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, either (x) such Borrower will be deemed to have converted
any request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event
or (B) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event or
(y) any Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency shall be ineffective. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark
Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark
Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark
Replacement for such Agreed Currency is implemented pursuant to this ‎Section 2.14, (A) for Loans denominated in Dollars
any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent
to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings
is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the
subject of a Benchmark Transition Event, on such day and (B) for Loans denominated in a Foreign Currency, (1) any Term Benchmark
Loan shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Foreign
Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding
affected Term Benchmark Loans denominated in any Foreign Currency shall, at the Company’s election prior to such day: (A) be
prepaid by the applicable Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such
Term Benchmark Loan, such Term Benchmark Loan denominated in any Foreign Currency shall be deemed to be a Term Benchmark Loan denominated
in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time
and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread;
provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error)
that the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding affected RFR Loans denominated in
any Foreign Currency, at the Company’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an
amount equal to the Dollar Amount of such Foreign Currency) immediately or (B) be prepaid in full immediately.


 






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Section 2.15.      Increased
Costs. (a) If any Change in Law shall:


 


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


 


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


 


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


 


and
the result of any of the foregoing shall be to increase the cost to such Lender, such Issuing Bank or such other Recipient of making,
continuing, converting or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such
Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount
of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder, whether of principal, interest
or otherwise, then, following receipt of the certificate described in paragraph (c) below, the applicable Borrower (or, at the Company’s
election, the Company) will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount
or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred
or reduction suffered as reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith
(and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of such Lender or such Issuing
Bank, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as such
Lender or such Issuing Bank, as applicable, then reasonably determines to be relevant).


 






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(b)           If
any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or
such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made
by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank,
to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the
policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from
time to time, following receipt of the certificate described in paragraph (c)  below, the applicable Borrower (or, at the Company’s
election, the Company) will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered as
reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or
capricious basis) and generally consistent with similarly situated customers of such Lender or such Issuing Bank, as applicable, under
agreements having provisions similar to this Section 2.15, after consideration of such factors as such Lender or such Issuing Bank,
as applicable, then reasonably determines to be relevant).


 


(c)           A
certificate of a Lender or an Issuing Bank setting forth, in reasonable detail, the basis and calculation of the amount or amounts necessary
to compensate such Lender or such Issuing Bank or its respective holding company, as the case may be, as specified in paragraph (a) or
(b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay (or,
subject to Section 2.23(b), cause the other applicable Borrowers to pay) such Lender or such Issuing Bank, as the case may be, the
amount shown as due on any such certificate within thirty (30) days after receipt thereof.


 


(d)           Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Company shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 120 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation
therefor pursuant to delivery of a certificate described in Section 2.15(c); provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended
to include the period of retroactive effect thereof.


 


Section 2.16.      Break
Funding Payments.


 


(a)           With
respect to Term Benchmark Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant
to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable
thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith),
(iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Company pursuant to Section 2.19 or 9.02(d) or (v) the failure by the applicable Borrower to make
any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in a Foreign Currency on its scheduled
due date or any payment thereof in a different currency, then, in any such event, following receipt of a certificate described in this
Section 2.16(a), the applicable Borrower (or, at the Company’s election, the Company) shall compensate each Lender for the
loss, cost and expense attributable to such event (other than loss of anticipated profits). A certificate of any Lender setting forth
any amount or amounts that such Lender is entitled to receive pursuant to this Section, and setting forth in reasonable detail the calculations
used by such Lender to determine such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent
manifest error. The applicable Borrower (or, at the Company’s election, the Company) shall pay such Lender the amount shown as
due on any such certificate within thirty (30) days after receipt thereof; provided that no Borrower shall be required to
compensate a Lender pursuant to this Section for any amounts under this Section 2.16 incurred more than 120 days prior to the
date that such Lender notifies such Borrower of such amount and of such Lender’s intention to claim compensation therefor pursuant
to delivery of a certificate described in this Section 2.16(a); provided further that, if the circumstances giving
rise to such loss, cost or expense is retroactive, then the 120-day period referred to above shall be extended to include the period
of retroactive effect thereof.


 






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(b)           With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable
thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (ii)  the
failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice
may be revoked under Section 2.11(a) and is revoked in accordance therewith), (iii) the assignment of any RFR Loan other
than on the Interest Payment Date applicable thereto as a result of a request by the Company pursuant to Section 2.19 or 9.02(d) or
(iv) the failure by the applicable Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due
thereof) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency, then, in any such
event, following receipt of a certificate described in this Section 2.16(b), the applicable Borrower (or, at the Company’s
election, the Company) shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of anticipated
profits). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section,
and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to
the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower (or, at the Company’s election,
the Company) shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof;
provided that no Borrower shall be required to compensate a Lender pursuant to this Section for any amounts under this Section 2.16
incurred more than 120 days prior to the date that such Lender notifies such Borrower of such amount and of such Lender’s intention
to claim compensation therefor pursuant to delivery of a certificate described in this Section 2.16(b); provided further
that, if the circumstances giving rise to such loss, cost or expense is retroactive, then the 120-day period referred to above shall
be extended to include the period of retroactive effect thereof.


 


Section 2.17.      Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party 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 the applicable Loan Party 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 2.17(a))
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 






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


 


(c)           Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental
Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall
deliver to the applicable Loan Party, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent or the applicable Loan Party, as the case may be.


 


(d)           Indemnification
by the Loan Parties. The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of
any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable and documented
out-of-pocket 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 setting forth in reasonable detail the basis and calculation of the
amount of such payment or liability delivered to the relevant 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.


 


(e)           Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to
such Lender’s failure to comply with the provisions of Section 9.04(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 the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


 


(f)           Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the
Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by any 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 any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by any Borrower or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth
in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (it being understood that
the Borrowers shall be given a reasonable opportunity to reimburse such Lender with respect to such cost or expense) or would materially
prejudice the legal or commercial position of such Lender.


 






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


 


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


 


(B)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to each 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 Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of each such Borrower or the Administrative Agent), whichever
of the following is applicable:


 


(1)  in the case of a Foreign Lender
claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under
any Loan Document, duly 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;


 


(2)  in the case of a Foreign Lender
claiming that its extension of credit will generate U.S. effectively connected income, duly executed copies of IRS Form W-8ECI;


 


(3) in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of such 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 Foreign 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 substantially in the form of Exhibit G-2 or Exhibit G-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such
direct and indirect partner;


 






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(C)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to each 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 Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of any such 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 each such Borrower or
the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 


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 Company and the Administrative Agent in writing of its legal inability to do so.


 


(g)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the
indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph
shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.


 






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(h)           Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or
any assignment of rights by, or the replacement of, a Lender, and the occurrence of the Termination Date.


 


(i)           Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank and the term “applicable
law” includes FATCA.


 


(j)           Luxembourg
Registration Duty. In order to not unnecessarily cause application of Luxembourg’s registration duty applicable to documents
in writing evidencing an obligation to pay, neither the Administrative Agent nor any Lender will take any action to file or register this
Agreement or any of the Loan Documents with applicable Luxembourg authorities which would cause such registration duty to be payable unless
the Administrative Agent reasonably deems such action necessary or advisable in connection with the protection of rights or pursuit of
remedies during the continuance of an Event of Default.


 


Section 2.18.      Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)           Each
Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments
denominated in Dollars, 2:00 p.m., New York City time and (ii) in the case of payments denominated in a Foreign Currency, 1:00 p.m.,
at the Applicable Time, in the city of the Administrative Agent’s Foreign Currency Payment Office for such currency on the date
when due or the date fixed for any prepayment hereunder, in immediately available funds, without set-off, recoupment or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency
in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative
Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign
Currency, the Administrative Agent’s Foreign Currency Payment Office for such currency, except payments to be made directly to any
Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17
and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated
in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding
the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange
regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event
was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment required
to be made by it hereunder to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to
be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount
(as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited
by any law, rule or regulation from making any required payment hereunder in a Foreign Currency, such Borrower shall make such payment
in Dollars in the Dollar Amount of the Foreign Currency payment amount.


 






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(b)           At
any time that payments are not required to be applied in the manner required by Section 7.02, if at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 


(c)           Subject
to Section 2.23(b), if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect
of any principal of or interest on any of its Revolving 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 Revolving 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 Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Revolving 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 paragraph shall not be construed to apply to any payment made by any Borrower pursuant
to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant,
other than to the Company or any Subsidiary or Affiliate thereof (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
relating to any Obligations owed by such Borrower pursuant to the foregoing arrangements may exercise against such Borrower rights of
set-off 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.


 


(d)           Unless
the Administrative Agent shall have received notice from the Company or the relevant Subsidiary Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks pursuant to the terms of this Agreement
or any other Loan Document (including any date that is fixed for prepayment by notice from the applicable Borrower to the Administrative
Agent pursuant to Section 2.11(a)) that such Borrower will not make such payment or prepayment, the Administrative Agent may assume
that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment,
then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the applicable Overnight Rate.


 






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(e)           If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline
Lender or the Issuing Banks to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations
are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have exclusive
control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; in the case
of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 


Section 2.19.      Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if any Borrower is required
to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the good faith
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15
or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.


 


(b)           If
(i) any Lender requests compensation under Section 2.15, (ii) any Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any
Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) to the extent such consent would be required pursuant to Section 9.04(b), the Company shall have
received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Swingline Lender and the Issuing
Banks), which consent shall not unreasonably be withheld, delayed or conditioned, (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder (including amounts payable pursuant to Section 2.16), from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or relevant Subsidiary Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees
that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company,
the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required
to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented
to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such
assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable
Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 






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Section 2.20.      Expansion
Option. The Company may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each
an “Incremental Term Loan”), in each case in minimum increments of $50,000,000 so long as, after giving effect thereto,
the aggregate amount of such increases and all such Incremental Term Loans does not exceed $500,000,000. The Company may arrange for any
such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate
in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other
entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no
Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments, or to participate in such Incremental
Term Loans, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to
the approval of the Company, the Administrative Agent and, if the Augmenting Lender is providing new or increased Revolving Commitments,
the Swingline Lender and the Issuing Banks (such approvals not to be unreasonably withheld, delayed or conditioned) and (ii) (x) in
the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit B
hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in
the form of Exhibit C hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental
Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and
new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the
Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders (as the case may be), and the Administrative
Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender)
or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness
of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02
shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate on behalf of the Company
to that effect dated such date and executed by a Responsible Officer of the Company and (B) the Company shall be in compliance (on
a pro forma basis) with the covenant contained in Section 6.04 and (ii) to the extent reasonably requested by the Administrative
Agent, the Administrative Agent shall have received documents and opinions of the same type, to the extent applicable, as those delivered
on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such increase
(or to the extent the resolutions delivered on the Effective Date approve such matters, a certification from the Borrowers (or the Company
on behalf of the Borrowers) that the resolutions delivered on the Effective Date remain in full force and effect and have not been amended
or otherwise modified since the adoption thereof); provided that, with respect to any Incremental Term Loans incurred for the purpose
of financing an acquisition for which the Company has determined, in good faith, that limited conditionality is reasonably necessary (any
such acquisition, a “Limited Conditionality Acquisition” and such Incremental Term Loans, “Acquisition-Related
Incremental Term Loans”), (x) clause (i)(A) of this sentence shall be deemed to have been satisfied so long as (1) as
of the date of execution of the definitive acquisition documentation in respect of a Limited Conditionality Acquisition (a “Limited
Conditionality Acquisition Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing
or would result from entry into such documentation, (2) as of the date of the borrowing of such Acquisition-Related Incremental Term
Loans, no Event of Default under Section 7.01(a), (b), (h), (i) or (j) is in existence immediately before or immediately
after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent
use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material
respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct
in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except
to the extent any such representation and warranty specifically refers to an earlier date, in which case such representation and warranty
shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material
Adverse Effect shall be true and correct in all respects) as of such earlier date and (4) as of the date of the borrowing of such
Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations
and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and
correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect
shall be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Acquisition-Related
Incremental Term Loans, except to the extent any such representation and warranty specifically refers to an earlier date, in which case
such representation and warranty shall be true and correct in all material respects (except that any representation and warranty that
is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date. On the effective
date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting
Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall
determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use
of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders
to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) each of the relevant Borrowers shall be deemed to
have repaid and reborrowed all outstanding Revolving Loans owed by such Borrower as of the date of any increase in the Commitments (with
such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered
by the applicable Borrower, together with the Company, in accordance with the requirements of Section 2.03). The deemed payments
made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on
the amount prepaid and, in respect of each Term Benchmark Loan, shall be subject to indemnification by the applicable Borrower(s) pursuant
to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental
Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the
Maturity Date (but may have amortization and/or customary prepayments (including with respect to the application thereof) prior to such
date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided
that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide
for material additional or different financial or other covenants or prepayment requirements in addition to those specified in clause
(b) applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (whether
in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans. Incremental
Term Loans may be made hereunder pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan
Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender
participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental
Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of
this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the
part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time.


 






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Section 2.21.      Extension
of Maturity Date.


 


(a)           Requests
for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the Lenders) at any time (each such
date, an “Extension Date”), request that each Lender extend such Lender’s Maturity Date to the date that is one
year after the Maturity Date then in effect for such Lender (the “Existing Maturity Date”); provided that any
such request shall be made no later than 30 days prior to the applicable Existing Maturity Date.


 


(b)           Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given
not later than the date that is 15 days after the date on which the Administrative Agent received the Company’s extension request
(the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each
Lender that determines to so extend its Maturity Date, an “Extending Lender”). Each Lender that determines not to so
extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after
such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative
Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension
shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to
agree to any request made by the Company for extension of the Maturity Date.


 


(c)           Notification
by Administrative Agent. The Administrative Agent shall notify the Company of each Lender’s determination under this Section no
later than the date that is 15 days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding
Business Day).


 


(d)           Additional
Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any
Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof,
one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved
by the Administrative Agent in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders
shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04,
with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender,
pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending
Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to
such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment
Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative
Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative
Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of
the Company but without the consent of any other Lenders.


 


(e)           Effective
Date of Extension. Effective as of the applicable Extension Date, the Maturity Date of each Extending Lender and of each Additional
Commitment Lender shall be extended to the date that is one year after the Existing Maturity Date (except that, if such date is not a
Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall
thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a
Lender hereunder and shall have the obligations of a Lender hereunder.


 






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(f)            Conditions
to Effectiveness of Extension. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Maturity Date shall
be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.21 shall not be effective with
respect to any Extending Lender unless:


 


(i)            no
Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect
thereto;


 


(ii)           the
representations and warranties of the Borrowers set forth in this Agreement (excluding the representations and warranties set forth in
Sections 3.04(b) and 3.06(a)) are true and correct in all material respects (or, in the case of any representation or warranty qualified
by materiality or Material Adverse Effect, in all respects) on and as of the applicable Extension Date and after giving effect thereto,
as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific
date, as of such specific date); and


 


(iii)          the
Administrative Agent shall have received a certificate from the Company signed by a Responsible Officer of the Company, delivered on behalf
of the Company, (A) certifying the accuracy of the foregoing clause (i) and (B) certifying and attaching the resolutions
adopted by each Borrower approving or consenting to such extension (or to the extent the resolutions delivered on the Effective Date approve
such matters, a certification from the Borrowers (or the Company on behalf of the Borrowers) that the resolutions delivered on the Effective
Date remain in full force and effect and have not been amended or otherwise modified since the adoption thereof).


 


(g)            Maturity
Date for Non-Extending Lenders. On the Maturity Date of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender
shall automatically terminate and (ii) the Company shall repay such Non-Extending Lender in accordance with Section 2.10 (and
shall pay to such Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto
shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.16) to the
extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective
as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard
to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).


 


(h)            Conflicting
Provisions. This Section shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.


 


Section 2.22.      Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder
in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations
of each Borrower in respect of any sum due to any Lender or the Administrative Agent by such Borrower hereunder shall, notwithstanding
any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt
by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or
the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency
with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively
do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case
may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender
or the Administrative Agent by such Borrower, as the case may be, in the specified currency and (b) any amounts shared with other
Lenders relating to amounts owed by such Borrower as a result of allocations of such excess as a disproportionate payment to such Lender
under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.


 






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Section 2.23.      Designation
of Subsidiary Borrowers. (a) On the Effective Date, and subject to the satisfaction (or waiver by the Administrative Agent) of
the conditions set forth in Section 4.01, the Initial Subsidiary Borrowers shall become Subsidiary Borrowers party to this Agreement
until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any
such Subsidiary in accordance with the terms and conditions of this Section 2.23, whereupon such Subsidiary shall cease to be a Subsidiary
Borrower and a party to this Agreement or any other Loan Document. After the Effective Date, the Company may at any time and from time
to time designate any Eligible Subsidiary as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement
executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and
upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this
Agreement. Each Subsidiary Borrower shall remain a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative
Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower
and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to
any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder; provided
that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings
under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish
a copy thereof to each Lender. Each Subsidiary of the Company that is or becomes a Subsidiary Borrower pursuant to this Section 2.23
hereby irrevocably appoints the Company as its non-exclusive agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and
certificates contemplated herein and all modifications hereto (other than any Borrowing Request, Interest Election Request, request
for Swingline Loans, request for the issuance, amendment or extension of a Letter of Credit or prepayment notice), and (iii) the
receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary Borrower hereunder, but such appointment does not limit
the right of each Subsidiary Borrower to take these actions directly for its own account; provided that in the event that the Administrative
Agent shall receive conflicting instructions from the Company and a Subsidiary Borrower, the Administrative Agent shall follow the instruction
of the Company. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only
if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company,
whether or not any such other Borrower joins therein; provided that any such appointment by a Subsidiary Borrower and any actions
taken by the Company in such capacity shall be subject in all respects to Section 2.23(b). Subject to Section 2.23(b), any notice,
demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms
of this Agreement shall be deemed to have been delivered to each Subsidiary Borrower.


 






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(b)            Notwithstanding anything
set forth herein or in any other Loan Document to the contrary, (i) other than as expressly set forth in Article X solely with
respect to the Company, the parties hereto agree that the Obligations of the Borrowers are several in nature (and not the joint obligations
of the Borrowers), including any obligations of Borrowers hereunder to make payments of principal and interest regarding the Loans, and
(ii) the parties agree that the Subsidiary Borrowers are not obligated to pay or otherwise liable for, and do not guaranty, collaterally
support or otherwise have any responsibility (in any such case, either directly or indirectly, whether as a primary obligor, guarantor,
indemnitor or otherwise) with respect to, any Obligations of the Company or any other Subsidiary Borrower.


 


Section 2.24.      Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)            fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)           any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Section 7.02 or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the
payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or the Swingline Lender hereunder; third,
to cash collateralize the relevant Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section;
fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of
which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata
in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement
and (y) cash collateralize the relevant Issuing Bank’s future LC Exposure with respect to such Defaulting Lender with respect
to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts
owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists,
to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any
other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a
time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans
of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of,
or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrowers’
obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance
with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to
a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this
Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 






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(c)           the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have
taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02);
provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders directly affected
thereby shall not, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with
the terms hereof;


 


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


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that is
the Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (A) no Default
or Event of Default shall be continuing at the time of such reallocation and (B) the sum of all non-Defaulting Lenders’ Revolving
Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting
Lenders’ Commitments;


 


(ii)           if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of each relevant Issuing Bank only the Borrowers’ obligations corresponding to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures
set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)          if
the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)          if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; and


 


(v)           if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of the relevant Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to
such Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 






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(e)           so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank
shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting
Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral
will be provided by the Company in accordance with Section 2.24(d), and Swingline Exposure related to any such newly made Swingline
Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner
consistent with Section 2.24(d)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy Event
or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue
or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any
Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or
the relevant Issuing Bank, as the case may be, shall have entered into arrangements with the Company or such Lender, reasonably satisfactory
to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


In the event that the Administrative
Agent, the Company, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect
the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders
(other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans
in accordance with its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender.


 


Section 2.25.      ESG
Amendment.


 


(a)           The
parties hereto acknowledge that the Sustainability Targets (as defined below) have not been determined and agreed as of the Effective
Date and that Schedule 2.02 therefore has been intentionally left blank as of the Effective Date. The Company may, at any time
during the term of this Agreement, submit a request in writing to the Administrative Agent that this Agreement be amended to include the
Sustainability Targets and other related provisions (including, without limitation, (i) the appointment of a sustainability structuring
agent (if any) and the incorporation of such sustainability structuring agent into the indemnity and exculpation provisions of this Agreement
and (ii) those provisions described in this Section 2.25), to be mutually agreed by the requisite parties hereto in accordance
with this Section 2.25 and Section 9.02(b) (such amendment, the “ESG Amendment”). Such request shall
be accompanied by the proposed Sustainability Targets as prepared by the Company in consultation with (in the Company’s sole discretion)
the sustainability structuring agent (appointed by the Company in its sole discretion) (if any) and devised with assistance from the Sustainability
Assurance Provider (as defined below), which shall be included as Schedule 2.02. The proposed ESG Amendment shall also include
the ESG Pricing Provisions (as defined below) and shall identify a sustainability assurance provider, provided that any such sustainability
assurance provider shall be a qualified external reviewer, independent of the Company and its Subsidiaries, with relevant expertise, such
as (for illustrative purposes only) an auditor, environmental consultant and/or independent ratings agency of recognized national standing
(the “Sustainability Assurance Provider”).


 






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(b)           Upon
the Company delivering a request pursuant to Section 2.25(a), the Administrative Agent and the Company shall in good faith enter
into discussions to reach an agreement in respect of the proposed Sustainability Targets and Sustainability Assurance Provider, and any
proposed incentives and penalties for compliance and noncompliance, respectively, with the Sustainability Targets, including any adjustments
to the Applicable Rate (and/or the Commitment Fee Rate therein) (such provisions, collectively, the “ESG Pricing Provisions”);
provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase
of more than (i) 0.01% in the Commitment Fee Rate set forth in the definition of “Applicable Rate” and/or (ii) 0.05%
in the Term Benchmark Spread, the RFR Spread and the ABR Spread set forth in the definition of “Applicable Rate” (the spreads
referenced in the immediately foregoing clause (ii), the “Specified Spreads”) during any calendar year, which pricing
adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions; provided that (i) in
no event shall any of the Specified Spreads or the Commitment Fee Rate be less than 0% at any time and (ii) for the avoidance of
doubt, such pricing adjustments shall not be cumulative year-over-year, and each applicable adjustment shall only apply until the date
on which the next adjustment is due to take place pursuant to the ESG Pricing Provisions. The ESG Amendment (including the ESG Pricing
Provisions) will become effective once the Company, the Administrative Agent and the Required Lenders have executed the ESG Amendment.
The Company shall not be required to pay any amendment or similar fees to any Lender in connection with the ESG Amendment. The Company
agrees and confirms that the ESG Pricing Provisions shall follow the Sustainability Linked Loan Principles, as published in March 2022,
and as may be updated, revised or amended from time to time by the Loan Market Association and the Loan Syndications & Trading
Association (the “SLL Principles”).


 


(c)           Following
the effectiveness of the ESG Amendment, any amendment or other modification to the ESG Pricing Provisions which does not have the effect
of reducing the Specified Spreads or the Commitment Fee Rate to a level not otherwise permitted by this Section 2.25 shall be subject
only to the consent of the Required Lenders.


 


As used in this Section 2.25,
 “Sustainability Targets” means specified key performance indicators with respect to certain environmental, social and/or
governance targets of the Company and/or its Subsidiaries, which shall be confirmed by the Company as being consistent with the SLL Principles.


 






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ARTICLE III


 


Representations and Warranties


 


The Company, on behalf of
itself and its Subsidiaries, and each Subsidiary Borrower, solely with respect to itself, severally represent and warrant to the Lenders
that:


 


Section 3.01.      Organization;
Powers; Subsidiaries. Each of the Loan Parties and the Material Subsidiaries (a) is duly organized or incorporated, as the case
may be, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction
of its organization or incorporation (as applicable), (b) has all requisite organizational power and authority to carry on its business
as now conducted and (c) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in
good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such
qualification, in any such case of clauses (a) (solely with respect to the good standing status of any such Subsidiary that is not
a Loan Party), (b) (solely with respect to the power and authority of any such Subsidiary that is not a Loan Party) and (c), except
where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto identifies
each Subsidiary as of the Effective Date, noting whether such Subsidiary is a Material Subsidiary as of the Effective Date, the jurisdiction
of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital
stock or other equity interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’
qualifying shares and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class
issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary Borrower and Material
Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated
on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or any
Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02. Each Subsidiary
Borrower organized or incorporated under the laws of a European Union jurisdiction (if any) shall cause its centre of main interests (as
that term is used in Article 3(1) of the Regulation) to be situated in such jurisdiction (or in any Eligible Foreign Jurisdiction)
for the purposes of the Regulation, unless failure to do so would not reasonably be expected to have a material adverse effect on the
rights of the Lenders or the Administrative Agent in any enforcement or insolvency proceedings relating to any Loan Document.


 


Section 3.02.      Authorization;
Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary
organizational actions and, if required, actions by equity holders of such Loan Party. The Loan Documents to which each Loan Party is
a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party in accordance with its terms, subject to (a)(i) applicable bankruptcy, insolvency, examinership,
reorganization, moratorium or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless
of whether considered in a proceeding in equity or at law and (iii) requirements of reasonableness, good faith and fair dealing and
(b) solely with respect to any Foreign Subsidiary, (i) the time barring of claims under applicable legislation, (ii) defenses
of set-off or counterclaim, (iii) other matters which are set out as qualifications or reservations as to matters of general law
in any legal opinion in respect of any Loan Document delivered to the Administrative Agent or the Lenders and (iv) the making of
registrations, filings, endorsements, notarizations, stampings and/or notifications, if any, of the Loan Documents as described in any
legal opinion delivered to the Administrative Agent or the Lenders.


 


Section 3.03.      Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as are not material or have been, or will be by the time required, obtained or
made and are, or will be by the time required, in full force and effect, (b) will not violate in any material respect any applicable
material law or regulation or the charter, by-laws, constitution or other organizational documents of any Loan Party or any Material Subsidiary
or any material order of any Governmental Authority binding upon any Loan Party or any of the Material Subsidiaries or a material portion
of its assets, (c) will not violate in any material respect or result in a default under any indenture, material agreement or other
material instrument binding upon the Company or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Company or any of its Material Subsidiaries, except, in the case of this clause (c), for any such
violations, defaults or rights that would not reasonably be expected to result in a Material Adverse Effect, and (d) will not result
in the creation or imposition of any Lien on any asset of the Company or any of its Material Subsidiaries, other than Liens (if any) permitted
by Section 6.02(a). There is no works council with jurisdiction over the Transactions as envisaged by any Loan Document to which
a Dutch Subsidiary Borrower (if any) is a party and there is no obligation for such Dutch Subsidiary Borrower (if any) to establish a
works council pursuant to the Works Council Act (Wet op de Ondernemingsraden).


 






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Section 3.04.      Financial
Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet
and statements of operations, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2021 reported on
by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements present fairly, in all material respects, the
financial position of the Company and its consolidated Subsidiaries as of the end of such fiscal year and their results of operations
for such fiscal year on a consolidated basis in accordance with GAAP.


 


(b)           As
of the Effective Date and excluding any Disclosed Matters, since December 31, 2021, there has been no material adverse change in
the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole.


 


Section 3.05.      Properties.


 


(a)           Except
for Liens permitted pursuant to Section 6.02, each of the Company and its Subsidiaries has good title to, or (to the knowledge of
the Company) valid leasehold interests in, all its real and personal property (other than intellectual property, which is subject to Section 3.05(b))
material to its business, except as would not reasonably be expected to result in a Material Adverse Effect.


 


(b)           Except
for Disclosed Matters or as would not reasonably be expected to result in a Material Adverse Effect, (i) each of the Company and
its Subsidiaries owns or is licensed to use (subject to the knowledge-qualified infringement representation in this Section 3.05(b))
all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and (ii) the use thereof
by the Company and its Subsidiaries, to the Company’s knowledge, does not infringe upon the rights of any other Person.


 


Section 3.06.      Litigation
and Environmental Matters.


 


(a)           As
of the Effective Date and except for Disclosed Matters, there are no actions, suits, proceedings or investigations by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of the Company, threatened in writing against or affecting the Company
or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that, if adversely determined,
would reasonably be expected to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.


 


(b)           Except
with respect to (x) Disclosed Matters and (y) other matters that would not reasonably be expected to result in a Material Adverse
Effect, the Company and its Subsidiaries (i) are in compliance with all applicable Environmental Laws (which compliance includes
possession of and compliance with all permits, licenses or other approvals required under applicable Environmental Laws), (ii) are
not subject to any known Environmental Liability or (iii) have not received written notice of any claim with respect to any Environmental
Liability.


 


Section 3.07.      Compliance
with Laws. Each of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property, except (i) for Disclosed Matters or (ii) where the failure to do so would not reasonably be
expected to result in a Material Adverse Effect. The entry into this Agreement by the Irish Borrowers (if any) and the performance by
the Irish Borrowers of the transactions contemplated hereby and the obligations incurred hereunder by the Irish Borrowers does not
constitute the provision of financial assistance by the Irish Borrowers within the meaning of Section 82 of the Companies Act, 2014
of Ireland. The prohibition contained in Section 239 of the Companies Act, 2014 of Ireland does not apply to this Agreement or the
transactions contemplated thereby by reason of the fact that the Irish Borrowers (if any) and each other company whose liabilities are
hereby guaranteed are members of a group of companies consisting of a holding company and its subsidiaries within the meaning of Sections
7 and 8 of the Companies Act, 2014 of Ireland.


 






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Section 3.08.      Investment
Company Status. Neither the Company nor any of its Subsidiaries is required to be registered as an “investment company”
as defined in the Investment Company Act of 1940.


 


Section 3.09.      Taxes.
Each of the Company and its Subsidiaries has filed or caused to be filed all material federal income Tax returns and all other material
Tax returns and reports required to have been filed by it and has paid, caused to be paid or made a provision for the payment of, all
material federal income Taxes and all other material Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate
reserves in accordance with, and to the extent required by, GAAP or (b) to the extent that the failure to do so would not reasonably
be expected to result in a Material Adverse Effect.


 


Section 3.10.      ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.


 


Section 3.11.      Disclosure.
All written information consisting of historical and/or current information concerning the respective businesses of the Company and its
Subsidiaries (including the information set forth in the Information Memorandum) and all information that was formally presented at a
bank meeting (which may be a telephonic meeting) of the Lenders by or on behalf of the Company and its Subsidiaries (in any such case,
other than any projections, estimates, forecasts and other forward-looking information and information of a general economic or industry-specific
nature (collectively, the “Projections”)) furnished by or on behalf of the Company or any Subsidiary to the Administrative
Agent or any Lender pursuant to or in connection with this Agreement or any other Loan Document, when taken as a whole and after giving
effect to all supplements and updates thereto (including by way of any filings made by the Company with the SEC, including those made
with respect to the Disclosed Matters), does not (when furnished) contain any untrue statement of material fact or omit to state a material
fact necessary in order to make the statements contained therein not materially misleading (when taken as a whole) in light of the circumstances
under which such statements are made; provided that, with respect to Projections with respect to the Company or any Subsidiary
so furnished to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any other Loan Document, the
Company represents only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable
at the time prepared (it being understood by the Administrative Agent and the Lenders that (a) any such Projections are not to be
viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company or
its Subsidiaries, that no assurances can be given that such Projections will be realized, that actual results may differ materially from
such Projections and that such Projections are not a guarantee of future financial performance and (b) no representation is made
with respect to information of a general economic or industry-specific nature).


 


Section 3.12.      Federal
Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.


 


Section 3.13.      No
Default. No Default has occurred and is continuing.


 






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Section 3.14.      Anti-Corruption
Laws and Sanctions. The Company has implemented and maintains in effect policies and is implementing procedures reasonably designed
to promote material compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Company, its Subsidiaries and, to the knowledge of the Company, their respective directors, officers,
employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the
Company, any Subsidiary or to the knowledge of the Company or such Subsidiary any of their respective directors, officers or employees,
or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with
or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other
Transactions has violated any Anti-Corruption Law or applicable Sanctions.


 


Section 3.15.      Affected
Financial Institution. No Borrower is an Affected Financial Institution.


 


Section 3.16.      Dutch
Fiscal Unity. Any fiscal unity (fiscale eenheid) for Dutch corporate income tax (vennootschapsbelasting) or Dutch value
added tax (omzetbelasting) purposes of which a Dutch Borrower (if any) is a member, if any, consists of Dutch Borrowers only. Each
of the Dutch Borrowers (if any) is resident for tax purposes only in its jurisdiction of incorporation.


 


ARTICLE IV


 


Conditions


 


Section 4.01.      Effective
Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters
of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived by the
Lender affiliates of the Joint Bookrunners):


 


(a)           The
Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Agreement signed
on behalf of such party (which, subject to Section 9.06, may include Electronic Signatures transmitted by emailed pdf or any other
electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of any promissory notes
requested by any Lender at least three (3) Business Days prior to the Effective Date pursuant to Section 2.10(e).


 


(b)           The
Administrative Agent (or its counsel) shall have received a favorable customary written opinion (addressed to the Administrative Agent
and the Lenders and dated the Effective Date) of Skadden, Arps Slate, Meagher & Flom LLP, special New York counsel for the Company.
The Company and the other Borrowers hereby request such counsel to deliver such opinion.


 


(c)           The
Administrative Agent (or its counsel) shall have received a certificate of a Responsible Officer of each Loan Party dated the Effective
Date and certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan
Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity and to the
extent available in the relevant jurisdiction) of the jurisdiction of its organization or incorporation (as applicable), since the date
of the certification thereof by such governmental entity, (ii) as to the bylaws or other applicable governance document, as attached
thereto, of such Loan Party as in effect on the date of such certification, (iii) as to resolutions of the Board of Directors or
other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party,
(iv) as to the names and true signatures of the incumbent officers or other authorized officers of such Loan Party authorized to
sign the Loan Documents to which it is a party, and, in the case of a Borrower, authorized to request a Borrowing or the issuance of a
Letter of Credit under the Credit Agreement and (v) as to a certificate, as attached thereto, as to the good standing (or local equivalent)
of each Loan Party as of a recent date from the Secretary of State (or analogous governmental entity and to the extent available in the
relevant jurisdiction) of the jurisdiction of its organization or incorporation (as applicable).


 






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(d)           The
Administrative Agent (or its counsel) shall have received a certificate, dated the Effective Date and signed by a Responsible Officer
of the Company, certifying on behalf of the Company (i) that the representations and warranties contained in Article III are
true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse
Effect, in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by
materiality or Material Adverse Effect, in all respects) as of such earlier date and (ii) that no Default or Event of Default has
occurred and is continuing as of such date.


 


(e)            The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced at least two (2) Business Days prior to the Effective Date (or such shorter period of time as the Company may agree),
reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Company hereunder
(which amounts, at the Company’s option, may be offset against the proceeds of the Loans made on the Effective Date).


 


(f)            The
Administrative Agent (or its counsel) shall have received a notice of termination and prepayment in respect of the Existing Credit Agreement
and any and all indebtedness thereunder (other than (i) contingent indemnification and expense reimbursement obligations for which
no claim or demand has been made and (ii) obligations expressly stated in the Existing Credit Agreement to survive such termination
and prepayment) shall have been, or substantially concurrently with the Effective Date will be, fully repaid (except to the extent being
so repaid with the initial Revolving Loans).


 


(g)           (i) The
Administrative Agent shall have received, at least three (3) days prior to the Effective Date, all documentation and other information
regarding the Company that is required by regulatory authorities in order to comply with applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested in writing of the Company
by the Administrative Agent or any Lender at least fifteen (15) days prior to the Effective Date and (ii) solely to the extent any
Subsidiary Borrower on and as of the Effective Date qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, at least three (3) days prior to the Effective Date, any Lender that has requested, in a written notice to the Company
at least fifteen (15) days prior to the Effective Date, a Beneficial Ownership Certification in relation to such Subsidiary Borrower shall
have received such Beneficial Ownership Certification (it being understood and agreed that (x) execution and delivery of a Beneficial
Ownership Certification in the form published by The Loan Syndication and Trading Association is acceptable to all Lenders for purposes
of satisfying the condition set forth in this clause (g) and (y) upon the execution and delivery by such Lender of its signature
page to this Agreement, the condition set forth in this clause (g) shall be deemed to be satisfied).


 






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


 


Section 4.02.      Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation
of any Loans), and of the Issuing Banks to issue, amend or extend any Letter of Credit, is subject to the satisfaction (or waiver of in
accordance with Section 9.02) of the following conditions:


 


(a)           The
representations and warranties of the Borrowers set forth in this Agreement (excluding the representations and warranties set forth in
Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects (or, in the case of any representation or warranty
qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance,
amendment or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation
or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.


 


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


 


Each Borrowing (other than a conversion or continuation
of any Loans) and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty
by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


Section 4.03.      Designation
of a Subsidiary Borrower. After the Effective Date, the designation of a Subsidiary Borrower pursuant to Section 2.23 is subject
to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the
Administrative Agent:


 


(a)           Copies,
certified by a Responsible Officer of such Subsidiary, of its Board of Directors’ (or other governing body’s) resolutions
(and, to the extent necessary, shareholder resolutions) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which
such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization or incorporation, existence and good standing (or local equivalent to the extent available in the relevant
jurisdiction) of such Subsidiary in its jurisdiction of organization or incorporation (as applicable) (but, in any case, limited to the
types of documents and certificates delivered pursuant to Section 4.01);


 


(b)           An
incumbency certificate, certified by a Responsible Officer of such Subsidiary, which shall identify by name and title and bear the signature
of the officers, managers, directors and other persons of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing
Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative
Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary;


 






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(c)           Customary
written opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel,
with respect to the laws of its jurisdiction of organization or incorporation (as applicable) and such other customary matters as are
reasonably requested by counsel to the Administrative Agent (but, in any case, limited to the types of matters covered in the legal opinions
delivered pursuant to Section 4.01 or, in the case of a jurisdiction of a Borrower in respect of which a legal opinion was not delivered
pursuant to Section 4.01, limited to the types of matters covered in the legal opinions that are customarily and usually provided
by counsel in the jurisdiction of such Borrower in connection with similar transactions under syndicated credit facilities for other borrowers
similarly situated in relation to the Company at such time in the United States) and addressed to the Administrative Agent and the Lenders;
and


 


(d)           Any
promissory notes requested by any Lender pursuant to Section 2.10(e); provided that any such request shall be made no later
than three (3) Business Days prior to such designation.


 


(e)           Any
documentation and other information regarding such Subsidiary that is reasonably requested in writing by the Administrative Agent or any
of the Lenders (acting through the Administrative Agent) in order to comply with requirements by regulatory authorities under applicable
 “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership
Regulation; provided that any such request shall be made no later than three (3) Business Days after written notice by the
Company to the Administrative Agent of such designation pursuant to Section 2.23.


 


ARTICLE V


 


Affirmative Covenants


 


Until the Termination Date,
the Company covenants and agrees with the Lenders that:


 


Section 5.01.      Financial
Statements and Other Information. The Company will furnish to the Administrative Agent (for distribution to each Lender):


 


(a)           within
ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, prepared in accordance with GAAP consistently applied throughout the period covered thereby
(except as otherwise expressly noted therein), with such audited balance sheet and related consolidated financial statements reported
on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern”
or like qualification or exception and without any qualification or exception as to the scope of such audit (except for (x) an emphasis
of matter to the extent such statement does not qualify such audit in any respect, (y) a prospective or actual default under the
financial covenant in Section 6.05 or any other financial covenant or (z) any qualification pertaining to a maturity occurring
under this Agreement within twelve (12) months of the relevant audit)) to the effect that such consolidated financial statements present
fairly in all material respects the financial position of the Company and its consolidated Subsidiaries as of the end of such fiscal year
and their results of operations for such fiscal year on a consolidated basis in accordance with GAAP;


 


(b)           within
forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated
balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter and the period commencing
at the beginning of such fiscal year and ending with such fiscal quarter, setting forth in each case in comparative form the figures for
the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified
on behalf of the Company by a Financial Officer as presenting fairly in all material respects the financial position of the Company and
its consolidated Subsidiaries as of the end of such fiscal quarter and their results of operations for the fiscal period covered thereby
on a consolidated basis in accordance with GAAP consistently applied throughout the period covered thereby (except as otherwise expressly
noted therein), subject to normal year-end audit adjustments and the absence of footnotes;


 






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(c)           concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer, delivered
on behalf of the Company, (i) certifying as to whether, to the knowledge of such Financial Officer, a Default has occurred and is
continuing and, if a Default has occurred that is continuing, specifying the details thereof and any action taken or proposed to be taken
with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.04 and (iii) to
the extent that any change in GAAP or application thereof has a material impact on the financial statements accompanying such certificate
and such change and impact has not been noted in such financial statements, stating whether any such change in GAAP or in the application
thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred,
specifying the effect of such change on such financial statements accompanying such certificate;


 


(d)           promptly
after the same become publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration
statements (i) filed by the Company with the SEC (or any Governmental Authority succeeding to any or all of the functions of the
SEC) or with any national securities exchange, or (ii) distributed by the Company to its shareholders generally, as the case may
be;


 


(e)           promptly
after Moody’s or S&P shall have announced a change in the rating established or deemed to have been established for the Index
Debt, written notice of such rating change; and


 


(f)            promptly
following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of
the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (acting through
the Administrative Agent) may reasonably request (it being understood and agreed that neither the Company nor any of its Subsidiaries
shall be required to disclose, provide or deliver, any documents or information (x) that would result in a loss of attorney-client
privilege or claim of attorney work product, (y) that would result in disclosure of any information related to the equityholders
of the Company or the arrangements among such equityholders or other sensitive or proprietary information (including non-financial trade
secrets and non-financial proprietary information) related to the business of the Company or any of its Subsidiaries or (z) to the
extent the disclosure thereof would violate any laws, rules or regulations applicable to, or any confidentiality obligation binding
on, the Company or its Subsidiaries) and (ii) information and documentation regarding the Loan Parties reasonably requested in writing
by the Administrative Agent or any Lender required by regulatory authorities in order to comply with applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.


 


Documents required to be delivered pursuant to
clauses (a), (b) and (d) of this Section 5.01 (A) may be delivered electronically and (B) shall be deemed to
have been delivered on the date on which such documents are (i) filed for public availability on the SEC’s Electronic Data
Gathering and Retrieval System, (ii) posted or the Company provides a link thereto on http://www.regeneron.com or https://investor.regeneron.com
or at another website identified in a notice from the Company and accessible by the Lenders without charge; or (iii) delivered to
the Administrative Agent for posting on, or otherwise posted on the Company’s behalf on, an Internet or intranet website, if any,
to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).


 






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Section 5.02.      Notices
of Material Events. The Company will furnish to the Administrative Agent (for distribution to each Lender) written notice of the following,
promptly after a Responsible Officer of the Company having actual knowledge thereof:


 


(a)           the
occurrence of any Default; and


 


(b)           any
other event or development that results in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section (i) shall
be in writing (it being acknowledged and agreed that e-mail communications shall satisfy any requirement that such notices be in writing)
and (ii) shall be accompanied by a statement of a Responsible Officer of the Company setting forth in reasonable detail the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered
pursuant to clause (b), (c) and (d) of this Section shall be deemed to have been delivered if such information, or one
or more annual, quarterly, current or other reports containing such information, is (i) filed for public availability on the SEC’s
Electronic Data Gathering and Retrieval System, (ii) posted or the Company provides a link thereto on http://www.regeneron.com or
https://investor.regeneron.com or at another website identified in a notice from the Company and accessible by the Lenders without charge;
or (iii) delivered to the Administrative Agent for posting on, or otherwise posted on the Company’s behalf on, an Internet
or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent). Information required to be delivered pursuant to this Section may also be delivered
by electronic communications pursuant to procedures approved by the Administrative Agent.


 


Section 5.03.      Existence;
Conduct of Business.


 


(a)           The
Company will, and will cause each other Loan Party and each of the Material Subsidiaries to, do or cause to be done (i) all things
necessary to preserve, renew and keep in full force and effect its legal existence and (ii) take, or cause to be taken, all reasonable
actions to maintain the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual
property rights material to the conduct of the business of the Company and its Subsidiaries taken as a whole, except, in the case of this
clause (ii), to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect; provided that
this Section 5.03 shall not prohibit any Permitted Restructurings, merger, consolidation, disposition, liquidation, dissolution or
other transaction permitted under Section 6.03.


 


(b)           Each
Subsidiary Borrower organized or incorporated under the laws of a European Union jurisdiction (if any) shall cause its centre of main
interests (as that term is used in Article 3(1) of the Regulation) to be situated in such jurisdiction (or in any Eligible Foreign
Jurisdiction) for the purposes of the Regulation, unless failure to do so would not reasonably be expected to have a material adverse
effect on the rights of the Lenders or the Administrative Agent in any enforcement or insolvency proceedings relating to any Loan Document.


 


Section 5.04.      Payment
of Taxes. The Company will, and will cause each of its Subsidiaries to, pay its material Tax liabilities required to be paid under
applicable law, unless if not paid, (a) would not reasonably be expected to result in a Material Adverse Effect or (b) are being
contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books
adequate reserves in accordance with, and to the extent required by, GAAP.


 






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Section 5.05.      Maintenance
of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all tangible property
material to the conduct of the business of the Company and its Subsidiaries taken as a whole in good working order and condition, ordinary
wear and tear and casualty excepted and except (i) pursuant to transactions permitted by Section 6.03, (ii) where the Company
or such Subsidiary determines in its reasonable judgment that such continued maintenance is no longer economically justified or (iii) where
the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and (b) maintain, in all material respects,
with carriers reasonably believed by the Company to be financially sound and reputable (determined at the time such insurance is obtained)
or through reasonable and adequate self-insurance insurance in such amounts and against such risks as is customarily maintained by companies
of a similar size engaged in the same or similar businesses.


 


Section 5.06.      Books
and Records; Inspection Rights. The Company will, and will cause each of its Material Subsidiaries to, keep proper books of record
and account in accordance with, and to the extent required by, GAAP (or, if applicable, IFRS or such other non-GAAP accounting standards).
The Company will, and will cause each of its Material Subsidiaries to, permit any representatives designated by the Administrative Agent
to visit and inspect its properties, to examine and make extracts from its books and records and to discuss its affairs, finances and
condition with its relevant Financial Officers and, so long as the Company or such Subsidiary shall have received reasonable notice thereof
and a reasonable opportunity to participate in such discussion (and, if such participation is elected, the Company participated), its
independent accountants, in any such case, at reasonable times during normal business hours as mutually agreed and, unless an Event of
Default has occurred and is continuing, no more than one time in any calendar year upon reasonable prior written notice to the Company;
provided that any such inspection and examination and extracts shall not entitle the Administrative Agent, any Lender or any Issuing
Bank to receive, and neither the Company nor any of its Subsidiaries shall be required to disclose, provide or deliver, any documents
or information (i) that would result in a loss of attorney-client privilege or claim of attorney work product, (ii) that would
result in disclosure of any information related to the equityholders of the Company or the arrangements among such equityholders or other
sensitive or proprietary information (including non-financial trade secrets and non-financial proprietary information) related to the
business of the Company or any of its Subsidiaries or (iii) to the extent the disclosure thereof would violate any laws, rules or
regulations applicable to, or any confidentiality obligation binding on, the Company or its Subsidiaries; provided further
that (i) so long as no Event of Default has occurred and is continuing, the Company shall not be required to reimburse the Administrative
Agent or any of its representatives for fees, costs and expenses in connection with the Administrative Agent’s exercise of such
rights set forth in this sentence more than one time in any calendar year, and (ii) if an Event of Default has occurred and is continuing,
the Administrative Agent may exercise its rights of inspection granted under this Section 5.06 as often as reasonably requested
upon reasonable prior written notice to the Company. The Company acknowledges that, subject to Section 9.12, the Administrative
Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Company
and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders in connection with the transactions contemplated
hereby.


 


Section 5.07.      Compliance
with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property (including without limitation Environmental Laws and, in the case of each Irish
Borrower, Section 82 of the Companies Act, 2014 of Ireland), except (i) for Disclosed Matters or (ii) where the failure
to do so would not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce policies
and procedures (or continue implementing to maintain) reasonably designed to promote material compliance by the Company, its Subsidiaries
and their respective directors, officers, employees and, to the knowledge of the Company and to the extent commercially reasonable, agents
(to the extent acting on behalf of the Company) with Anti-Corruption Laws and applicable Sanctions.


 






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Section 5.08.      Use
of Proceeds. The proceeds of the Loans will be used only to finance the working capital needs, and for general corporate or other
lawful purposes, of the Company and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. No Borrower will request
any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall procure that its Subsidiaries and its or their respective
directors, officers, employees and, to the knowledge of the Company and to the extent commercially reasonable, agents shall not use, the
proceeds of any Borrowing or Letter of Credit (i) for payments 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, in each case, except to the extent permissible for a Person required to comply with Sanctions, or (iii) in any
manner that would result in violation of any Sanctions applicable to any party hereto.


 


Section 5.09.      Dutch
Fiscal Unity. Any fiscal unity (fiscale eenheid) for Dutch corporate income tax (vennootschapsbelasting) or Dutch value
added tax (omzetbelasting) purposes of which a Dutch Borrower is a member, if any, shall consist of Dutch Borrowers only, unless
with the prior consent of the Administrative Agent. Each of the Dutch Borrowers shall be resident for tax purposes only in its jurisdiction
of incorporation.


 


ARTICLE VI


 


Negative Covenants


 


Until
the Termination Date, the Company covenants and agrees with the Lenders that:


 


Section 6.01.      Subsidiary
Indebtedness. The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:


 


(a)           the
Obligations;


 


(b)           Indebtedness
existing on the Effective Date and set forth in Schedule 6.01 and amendments, modifications, extensions, refinancings, renewals
and replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to
unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions, premiums
and expenses associated with such amendment, modification, extension, refinancing, renewal or replacement);


 


(c)           Indebtedness
or preferred stock of any Subsidiary issued to and held by the Company or any other Subsidiary;


 


(d)           Guarantees
by any Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary;


 


(e)           Indebtedness
of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital
assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements
of any such Indebtedness; provided that (i) such Indebtedness is initially incurred prior to or within 180 days after such
acquisition or the completion of such construction, repair, replacement, lease or improvement and (ii) the aggregate outstanding
principal amount of Indebtedness permitted by this clause (e) shall not exceed $100,000,000 at any time outstanding;


 






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(f)            Indebtedness
of any Subsidiary as an account party in respect of letters of credit, bank guarantees, letters of guaranty or similar instruments;


 


(g)           unfunded
pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable
law;


 


(h)           Indebtedness
representing deferred compensation to employees and former employees, as applicable, incurred in the ordinary course of business;


 


(i)            Guarantees,
surety bonds or performance bonds securing the performance of any Subsidiary, in each case incurred or assumed in connection with an Acquisition
or disposition or other acquisition of assets not prohibited hereunder;


 


(j)            Indebtedness
of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided
in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such performance
bonds, bid bonds, appeal bonds, surety bonds and similar obligations;


 


(k)           Indebtedness
owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services
or in connection with any automated clearing-house transfers of funds;


 


(l)            Indebtedness
in respect to judgments or awards under circumstances not giving rise to an Event of Default;


 


(m)          Indebtedness
in respect of obligations that are being contested in accordance with Section 5.04;


 


(n)           Indebtedness
consisting of (i) deferred payments or financing of insurance premiums incurred in the ordinary course of business of any Subsidiary
and (ii) take or pay obligations contained in any supply agreement entered into in the ordinary course of business;


 


(o)           Indebtedness
representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former
employees of the Company or any Subsidiary incurred in the ordinary course of business or existing on the Effective Date;


 


(p)           customer
advances or deposits or other endorsements for collection, deposit or negotiation and warranties of products or services, in each case
received or incurred in the ordinary course of business;


 


(q)           Priority
Indebtedness of any Subsidiary; provided that immediately after giving effect to the incurrence of any such Priority Indebtedness
in reliance on this clause (q), the sum of (without duplication) (i) the aggregate principal amount of all such Priority Indebtedness
outstanding in reliance on this clause (q), plus (ii) the aggregate principal amount of Indebtedness and other obligations
of the Company and its Subsidiaries secured by Liens in reliance on Section 6.02(s)(ii) or 6.02(s)(iii) shall not exceed
fifteen percent (15%) of the Company’s Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for
which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to
the delivery of any such financial statements, ending with the fiscal quarter ended September 30, 2022);


 






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(r)            unsecured
Indebtedness of any Subsidiary so long as at the time of and immediately after giving effect on a pro forma basis to the incurrence of
such Indebtedness (i) no Event of Default shall have occurred and be continuing and (ii) the Company shall be in compliance
with the financial covenant set forth in Section 6.04;


 


(s)           other
Indebtedness in an aggregate outstanding principal amount not to exceed $100,000,000; and


 


(t)            Indebtedness
assumed by any Subsidiary in connection with any Acquisition or other acquisition of any property or assets or Indebtedness of any Person
that becomes a Subsidiary after the Effective Date in a transaction not prohibited hereby, and amendments, modifications, extensions,
refinancings, renewals and replacements of any such Indebtedness; provided that such Indebtedness is not incurred in contemplation
of such acquisition.


 


Section 6.02.      Liens.
The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it except:


 


(a)           Liens
(if any) created pursuant to any Loan Document including with respect to any obligation to provide cash collateral;


 


(b)           Permitted
Encumbrances;


 


(c)           any
Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02 and any
amendments, modifications, extensions, renewals, refinancings and replacements thereof; provided that (i) such Lien shall
not apply to any other property or asset of the Company or any Subsidiary other than improvements thereon, replacements and products thereof,
additions and accessions thereto or proceeds thereof and other than after-acquired property subjected to a Lien securing Indebtedness
and other obligations incurred prior to such time and which Indebtedness and other obligations are not prohibited hereunder that require,
pursuant to their terms at such time, a pledge of after-acquired property and (ii) the amount secured or benefited thereby is not
increased (other than as not otherwise prohibited by this Agreement) and amendments, modifications, extensions, refinancings, renewals
and replacements thereof that do not increase the outstanding principal amount thereof (other than as not otherwise prohibited by this
Agreement);


 


(d)           any
Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or
asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary or existing on
any asset of any Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary and any amendments,
modifications, extensions, renewals and replacements thereof; provided that (i) such Lien is not created in contemplation
of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply
to any other property or assets of the Company or any Subsidiary (other than improvements thereon, replacements and products thereof,
additions and accessions thereto or proceeds thereof and other than after-acquired property subjected to a Lien securing Indebtedness
and other obligations incurred prior to such time and which Indebtedness and other obligations are not prohibited hereunder that require,
pursuant to their terms at such time, a pledge of after-acquired property) and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Subsidiary or the date of such merger or consolidation,
as the case may be, and amendments, modifications, extensions, refinancings, renewals and replacements thereof that do not increase the
outstanding principal amount thereof (other than as not prohibited by this Agreement);


 






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(e)           Liens
on assets (including capital leases) acquired (including as a replacement), constructed, repaired, leased or improved by the Company or
any Subsidiary; provided that (i) such Liens secure Indebtedness or Capital Lease Obligations of the Company or any Subsidiary
permitted by clause (e) of Section 6.01 (or, in the case of the Company, that would have been permitted by clause (e) of
Section 6.01 had such Indebtedness or Capital Lease Obligations instead been incurred by a Subsidiary) , (ii) such Liens and
the Indebtedness secured thereby are initially incurred prior to or within 180 days after such acquisition or lease or the completion
of such construction, replacement, repair or improvement and (iii) such Liens shall not apply to any other property or assets of
the Company or any Subsidiary other than improvements thereon, replacements and products thereof, additions and accessions thereto or
proceeds thereof and customary security deposits; provided that individual financings of equipment provided by one lender (or a
syndicate of lenders) may be cross-collateralized to other financings of equipment provided by such lender (or syndicate);


 


(f)            Liens
granted by (i) a Subsidiary that is not a Loan Party in favor of the Company or another Subsidiary in respect of Indebtedness or
other obligations owed by such Subsidiary to the Company or such other Subsidiary and (ii) a Loan Party in favor of another Loan
Party in respect of Indebtedness or other obligations owed by such Loan Party to such other Loan Party;


 


(g)           Liens
arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by
the Company or any of its Subsidiaries the ordinary course of business;


 


(h)           Liens
securing the financing of insurance premiums solely to the extent of such premiums;


 


(i)            statutory
and common law rights of setoff and other Liens, similar rights and remedies arising as a matter of law encumbering deposits of cash,
securities, commodities and other funds in favor of banks, financial institutions, other depository institutions, securities or commodities
intermediaries or brokerage, and Liens of a collecting bank arising under Section 4-208 or 4-210 of the UCC in effect in the relevant
jurisdiction or any similar law of any foreign jurisdiction on items in the course of collection;


 


(j)            Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(k)           Liens
on any prepayments, escrow or similar arrangements or cash earnest money deposits made by the Company or any of its Subsidiaries in connection
with an Acquisition or other investment not prohibited hereunder, including, without limitation, in connection with any letter of intent
or purchase agreement relating thereto;


 






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(l)            Liens
in connection with the sale or transfer of any assets in a transaction permitted under Section 6.03, customary rights and restrictions
contained in agreements relating to such sale or transfer pending the completion thereof;


 


(m)          Liens
in the nature of the right of setoff in favor of counterparties to contractual agreements with the Company or any Subsidiary (i) in
the ordinary course of business or (ii) not otherwise prohibited hereunder other than in connection with Indebtedness;


 


(n)           dispositions
and other sales of assets permitted under Section 6.03;


 


(o)           to
the extent constituting a Lien, Liens with respect to repurchase obligations in the ordinary course of business in connection with the
cash management activities of the Company or any Subsidiary;


 


(p)           Liens
that are contractual rights of set-off (i) relating to the establishment of depositary relations with banks or other financial institutions
not given in connection with the issuance of Indebtedness, or (ii) relating to pooled deposit or sweep accounts of any Loan Party
or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the any such
Loan Party or Subsidiary;


 


(q)           any
Lien (and rights of set-off) arising under Section 24 or 25 of the general terms and conditions (algemene bankvoorwaarden)
of any member of the Dutch Bankers’ Association (nederlandse vereniging van Banken);


 


(r)            Liens
(i) of sellers of goods to any Loan Party and any of their respective Subsidiaries arising under Article 2 of the UCC or similar
provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price
for such goods and related expenses and (ii) on specific items of inventory or other goods and the proceeds thereof securing such
Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account
of such Person to facilitate the purchase, shipment or storage of such inventory or goods;


 


(s)            Liens
securing (i) Indebtedness of any Subsidiary described in clause (a) of the definition of Priority Indebtedness outstanding in
reliance on Section 6.01(q), (ii) Priority Indebtedness of the Company and (iii) other obligations (excluding Indebtedness)
of the Company or any Subsidiary; provided that immediately after giving effect to the incurrence of any Indebtedness or obligations
secured by Liens in reliance on this clause (s), the sum of (without duplication) (x) the aggregate principal amount of all Priority
Indebtedness of any Subsidiary outstanding in reliance on Section 6.01(q), plus (y) the aggregate outstanding principal
amount of all Indebtedness and other obligations of the Company and its Subsidiaries secured by Liens in reliance on subclause (ii) or
(iii) above shall not exceed fifteen percent (15%) of the Company’s Consolidated Net Worth (determined as of the last day of
the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or,
prior to the delivery of any such financial statements, ending with the fiscal quarter ended September 30, 2022);


 


(t)            Liens
in favor of a credit card or debit card processor arising in the ordinary course of business under any processor agreement and relating
solely to the amounts paid or payable thereunder, or customary deposits on reserve held by such credit card or debit card processor;


 






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(u)           pledges
or deposits to secure Indebtedness of the Company or any Subsidiary as an account party in respect of letters of credit, bank guarantees,
letters of guaranty or similar instruments so long as the aggregate principal amount of such Indebtedness so secured does not exceed $50,000,000;


 


(v)           pledges
or transfers of collateral to support bilateral mark-to-market security arrangements in respect of uncleared swap or derivative transactions;


 


(w)          Liens
on assets of the Company and its Subsidiaries not otherwise permitted under this Section 6.02 so long as the aggregate principal
amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed $100,000,000;


 


(x)            Liens
on any rights, title or interest of the Company and its Subsidiaries in the Corporate Campus Facility and any related property described
as “Collateral” or “Leased Property” (or a similar or analogous defined term) in the Corporate Campus Facility
Financing Documents (i) to secure any Corporate Campus Facility Financing Obligations or (ii) that are otherwise permitted by
the Corporate Campus Facility Financing Documents; and


 


(y)           in
the case of any joint venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents
or any related joint venture or similar agreement.


 


Section 6.03.      Fundamental
Changes and Asset Sales. (a) The Company will not, and will not permit any Material Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions, including pursuant to a Sale and Leaseback Transaction) all or substantially all
of the assets of the Company and its Subsidiaries (taken as a whole) (whether now owned or hereafter acquired), or liquidate or dissolve,
except that:


 


(i)            any
Person (other than the Company or any of its Subsidiaries) may merge or consolidate with the Company or any of its Subsidiaries; provided
that any such merger or consolidation involving (A) subject to the following clause (B), a Borrower must result in such Borrower
as the surviving entity and (B) the Company must result in the Company as the surviving entity;


 


(ii)           any
Subsidiary may merge into or consolidate with a Loan Party in a transaction in which the surviving entity is such Loan Party (provided
that any such merger involving (A) a Borrower must result in such Borrower as the surviving entity (unless also involving the Company,
in which case, subclause (B) shall also apply) and (B) the Company must result in the Company as the surviving entity);


 


(iii)          any
Subsidiary that is not a Loan Party may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of any or all of
its assets to, another Subsidiary that is not a Loan Party (in connection with a liquidation, winding up or dissolution or otherwise);


 


(iv)          any
Subsidiary may sell, transfer, lease or otherwise dispose of any or all of its assets to a Loan Party (in connection with a liquidation,
winding up or dissolution or otherwise);


 


(v)           any
Subsidiary that is not a Loan Party may liquidate, wind up or dissolve (A) if the Company determines in good faith that such liquidation,
winding up or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders or (B) to
the extent undertaken in good faith for the purpose of improving the overall tax efficiency of the Company and its Subsidiaries;


 






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(vi)          the
Company and its Subsidiaries may consummate Permitted Restructurings;


 


(vii)         the
Company and its Subsidiaries may enter into, terminate or modify leases, subleases, licenses and sublicenses of technology and other property
(A) in the ordinary course of business or (B) between or among any Loan Parties and any of their Subsidiaries (or any combination
thereof);


 


(viii)        the
Company and its Subsidiaries may incur Liens permitted under Section 6.02; and


 


(ix)           with
respect to any rights, title or interest of the Company and its Subsidiaries in the Corporate Campus Facility and the Corporate Campus
Facility Purchase Agreement, leases, subleases, assignments and other transfers pursuant to or permitted by the Corporate Campus Facility
Financing Documents, including (A) the assignment by the Company of some or all of its rights under the Corporate Campus Facility
Purchase Agreement (including the right to take title to the Corporate Campus Facility) to one or more participants party to the Corporate
Campus Facility Financing Documents and (B) the assignment or other transfer by the Company to a directly or indirectly wholly-owned
subsidiary as an affiliate transferee pursuant to the Corporate Campus Facility Financing Documents.


 


(b)           The
Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business substantially different
from businesses of the type conducted (or proposed to be conducted) by the Company and its Subsidiaries (taken as a whole) on the Effective
Date and businesses reasonably related, incidental, ancillary, similar, complementary or synergistic thereto and/or reasonable extensions,
development or expansion thereof.


 


Section 6.04.      Maximum
Total Leverage Ratio. The Company will not permit the ratio (the “Total Leverage Ratio”), determined as of the
end of each of its fiscal quarters ending on and after December 31, 2022, of (i) Consolidated Total Indebtedness to (ii) Consolidated
EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the
Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00. Notwithstanding the foregoing, the Company shall
be permitted (such permission, the “Acquisition Holiday”) on no more than two (2) occasions during the term of
this Agreement to allow the maximum Total Leverage Ratio under this Section 6.04 to be increased to 4.00 to 1.00 for a period of
four consecutive fiscal quarters in connection with an Acquisition occurring during the first of such four fiscal quarters if the aggregate
consideration paid or to be paid in respect of such Acquisition exceeds $500,000,000, so long as the Company is in compliance on a pro
forma basis with the maximum Total Leverage Ratio of 4.00 to 1.00 on the closing date of such Acquisition immediately after giving effect
to such Acquisition; provided that (x) the Company shall provide notice in writing to the Administrative Agent of such increase
and a transaction description of such Acquisition (regarding the name of the person or summary description of the assets being acquired
and the approximate purchase price), (y) the Company may not elect a new Acquisition Holiday for at least two (2) fiscal quarters
following the end of an Acquisition Holiday and (z) at the end of such period of four consecutive fiscal quarters, the maximum Total
Leverage Ratio permitted under this Section 6.04 shall revert to 3.50 to 1.00.


 






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ARTICLE VII


 


Events of Default


 


Section 7.01.      Events
of Default; Remedies. If any of the following events (“Events of Default”) shall occur and be continuing:


 


(a)           any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement owed by such Borrower
or the Company shall fail to make a payment pursuant to Article X, in each case when and as the same shall become due and payable
and in the Agreed Currency required hereunder, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)           any
Borrower shall fail to pay any interest on any Loan of such Borrower or any fee or any other amount (other than an amount referred to
in Section 7.01(a)) payable by such Borrower under this Agreement or any other Loan Document, when and as the same shall become due
and payable and in the Agreed Currency required hereunder, and such failure shall continue unremedied for a period of five (5) Business
Days;


 


(c)           any
representation or warranty made or deemed made by or on behalf of any Borrower or any other Loan Party in or in connection with any Loan
Document or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement
or any other Loan Document (including any amendment or modification thereof or waiver thereunder) shall prove to have been incorrect in
any material respect when made or deemed made;


 


(d)           any
Borrower shall fail to observe or perform any covenant, condition or agreement applicable to it (or its Subsidiaries, to the extent applicable)
contained in Section 5.02(a), 5.03 (solely with respect to any Borrower’s existence), 5.08, in Article VI or in Article X
(solely with respect to the Company);


 


(e)           any
Borrower shall fail to observe or perform any covenant, condition or agreement applicable to it contained in this Agreement (other than
those specified in Section 7.01(a), (b) or (d)) or any other Loan Document, and such failure shall continue unremedied for a
period of thirty (30) days after notice thereof from the Administrative Agent to the Company;


 


(f)            any
Borrower or any Material Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness of such Borrower or Material Subsidiary, as applicable, when and as the same shall become due and payable,
which is not cured within any applicable grace period therefor;


 






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(g)           any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits,
after the expiration of any applicable grace period, and delivery of any applicable required notice, provided in the applicable agreement
or instrument under which such Indebtedness was created, the holder or holders of such Material Indebtedness or any trustee or agent on
its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Material
Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation
event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited
under this Agreement), (ii) any Material Indebtedness that becomes due as a result of a refinancing or replacement thereof not otherwise
prohibited by this Agreement, (iii) any reimbursement obligation in respect of a letter of credit, bankers’ acceptance or similar
obligation as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms, (iv) any such Material Indebtedness
that is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of capital stock, the incurrence
of other Indebtedness or the sale or other disposition of any assets, so long as such Material Indebtedness that has become due is so
prepaid in full with such net proceeds required to be used to prepay such Material Indebtedness when due (or within any applicable grace
period) and such event shall not have otherwise resulted in an event of default with respect to such Material Indebtedness, (v) any
redemption, repurchase, conversion or settlement with respect to any Permitted Convertible Notes pursuant to their terms unless such redemption,
repurchase, conversion or settlement results from a default thereunder or an event of the type that constitutes an Event of Default and
(vi) any early payment requirement or unwinding or termination with respect to any Permitted Call Spread Swap Agreement;


 


(h)           (1) an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, examinership, reorganization
or other relief in respect of any Loan Party or any Material Subsidiary or its debts, or of a substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency, examinership, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for any Loan Party or any Material
Subsidiary or for a substantial part of its assets, and, in any such case, except to the extent it relates to proceedings or petitions
in the Netherlands, such proceeding or petition shall continue undismissed, undischarged or unstayed for sixty (60) days or an order
or decree approving or ordering any of the foregoing shall be entered or (2) a Luxembourg Insolvency Event shall occur in respect
of any Luxembourg Borrower; provided that this clause (h) shall not apply to any liquidation of a Subsidiary permitted by
Section 6.03;


 


(i)            any
Loan Party or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any federal, state or foreign bankruptcy, insolvency, examinership, receivership or similar law now or hereafter
in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in Section 7.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, examiner, sequestrator,
conservator or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; provided that this
clause (i) shall not apply to any liquidation of a Subsidiary permitted by Section 6.03;


 


(j)            any
Loan Party or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become
due;


 


(k)           one
or more judgments for the payment of money in an aggregate amount in excess of $200,000,000 (to the extent not adequately covered by indemnity
from a third party as to which the indemnifying party has not denied its indemnification obligations, self-insurance (if applicable) or
insurance as to which the relevant third party insurance company has not denied coverage) shall be rendered against any Loan Party, any
Material Subsidiary or any combination thereof and the same shall remain unpaid, undischarged, unvacated or undismissed for a period of
sixty (60) consecutive days during which execution shall not be effectively stayed (by reason of pending appeal or otherwise), or
any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Material Subsidiary
to enforce any such judgment and such action shall not have been effectively stayed;


 






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(l)           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 a Material Adverse Effect;


 


(m)           a
Change in Control shall occur; or


 


(n)           any
provision of Article X, after execution hereof and for any reason other than as expressly permitted hereunder or upon the occurrence
of the Termination Date, ceases to be valid, binding and enforceable against the Company in accordance with its terms in all material
respects (or the Company shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or
inaction based on any such assertion, that any material provision of any of Article X has ceased to be or otherwise is not valid,
binding and enforceable in accordance with its terms in any material respect, other than as expressly permitted hereunder upon the occurrence
of the Termination Date);


 


then, and in every such event (other than an event
with respect to any Borrower described in Section 7.01(h) or (i)), and at any time thereafter during the continuance of such
event, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice
to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations
of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and (iii) require cash collateral for
the LC Exposure in accordance with Section 2.06(j); and in case of any event with respect to the Company described in Section 7.01(h) or
(i), the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure,
together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall
automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrowers; and in the case of any event with respect to any Subsidiary Borrower described in Section 7.01(h) or (i),
(x) the eligibility of such Subsidiary Borrower to borrow shall thereupon terminate and (ii) the Loans of such Subsidiary Borrower,
together with accrued interest thereon and all fees and other Obligations of such Subsidiary Borrower accrued hereunder and under the
other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Company and such Subsidiary Borrower. Upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to
the Administrative Agent under the Loan Documents or at law or equity.


 


Section 7.02.      Application
of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default,
and notice thereof to the Administrative Agent by the Company or the Required Lenders:


 


(a)           all
payments received on account of the Obligations shall, subject to ‎Section 2.24, be applied by the Administrative Agent as follows:


 


(i)           first,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative
Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under ‎Section 9.03
and amounts pursuant to ‎Section 2.12(c) payable to the Administrative Agent in its capacity as such);


 


(ii)           second,
to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement
obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including
fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under ‎Section 9.03) arising
under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;


 


(iii)           third,
to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans
and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in
this clause (iii) payable to them;


 






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(iv)           fourth,
(A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and
(B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise
cash collateralized by the Company pursuant to ‎Section 2.06 or 2.24, ratably among the Lenders and the Issuing Banks in proportion
to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant
to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash
collateralize Obligations in respect of Letters of Credit, (y) subject to ‎Section 2.06 or 2.24, amounts used to cash collateralize
the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit
as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral
shall be distributed to the other Obligations, if any, in the order set forth in this ‎Section 7.02;


 


(v)           fifth,
to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders and the Issuing Banks
based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then
due and payable; and


 


(vi)           finally,
the balance, if any, after all Obligations have been paid in full, to the Company or as otherwise required by law; and


 


(b)           if
any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending
drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.


 


ARTICLE VIII


 


The Administrative Agent


 


Section 8.01.      General.


 


(a)           Each
of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.


 


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


 


(c)           The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting
the generality of the foregoing, the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing. The Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with
any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth
in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 






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(d)           The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel
for any Loan Party), 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.


 


(e)           The
Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 


(f)           Subject
to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign
at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the
right (with the consent of the Company (such consent not to be unreasonably withheld or delayed); provided that no consent of the
Company shall be required if an Event of Default has occurred and is continuing) to appoint a successor. If no successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint
a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation
hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while
it was acting as Administrative Agent.


  


(g)           Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments
in a business enterprise or securities. Each Lender further represents and warrants that (i) 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 in the ordinary course
of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees
not to assert a claim in contravention of the foregoing), (ii) it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iii) 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, 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 shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information (which may contain material, non-public information within the meaning of the United States securities laws concerning the
Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether
or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.


 






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(h)           None
of the Lenders or their Affiliates, if any, identified in this Agreement as a Joint Bookrunner, Co-Syndication Agent or Co-Documentation
Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of Lenders,
those applicable to all Lenders as such (or applicable to Lenders of the same Class of Loans). Without limiting the foregoing, none
of the Joint Bookrunners or such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby
makes the same acknowledgments with respect to the relevant Lenders and their Affiliates in their respective capacities as Joint Bookrunners,
Co-Syndication Agents or Co-Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding
paragraph.


 


(i)           The
Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth
herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive
right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest
has become due and payable pursuant to the terms of this Agreement.


 


(j)           As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless
the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing
Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any
action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the
Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents
(including Section 9.12), the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Company, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or
obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require
the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it.


 


(k)           Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party,
the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with
the consent of 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) or
(y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by
a court of competent jurisdiction by a final and nonappealable judgment) or (ii) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in this Agreement or
any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (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) or for any failure of any Borrower to perform its obligations hereunder or thereunder.


 






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(l)


 


(i)           Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender 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 (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount
of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender 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 (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine.  A notice of the Administrative Agent
to any Lender under this Section 8.01(l)(i) shall be conclusive, absent manifest error.


 


(ii)           Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is
in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any
of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) 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
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
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but
in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including
the date such Payment (or portion thereof) was received by such Lender 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.


 


(iii)           The
Company and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by any Borrower or any other Loan Party; provided that, for the avoidance of doubt, the immediately
preceding clauses (x) and (y) shall not apply to the extent any 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, or on behalf of (including through the
exercise of remedies under any Loan Document), any of the Loan Parties for the purpose of a payment on the Obligations.


 


(iv)           Each
party’s obligations under this Section 8.01(l) shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 






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Section 8.02.      Posting
of Communications.


 


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


 


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


 


(c)           THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT BOOKRUNNER,
ANY CO-SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY
TO ANY BORROWER, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER’S
OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM except
with respect to actual or direct damages to the extent determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the willful misconduct or gross negligence of any Applicable Party; provided that any Communication OR ANY
OTHER dissemination or disclosure of any Information (AS DEFINED IN SECTION 9.12) to any Lenders, prospective Lenders, Participants
or prospective Participants or, to the extent such disclosure is otherwise permitted BY SECTION 9.12, to any other Person through
the Approved Electronic Platform shall be made subject to the acknowledgement and acceptance by such Person that such Communication is
being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise
reasonably acceptable to the Administrative Agent and the Company), which shall in any event require “click through” or other
affirmative actions on the part of the recipient to access such Communication.


 


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


 






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


 


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


 


Section 8.03.      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 Joint Bookrunners 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 the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments,


 


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


 


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


 


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


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and the Joint Bookrunners or any of their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrowers, that none of the Administrative Agent, or the Joint Bookrunners or any of their respective Affiliates
is a fiduciary with respect to the assets of such Lender (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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(c)           The
Administrative Agent and each Joint Bookrunner hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person
has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may
recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for
an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in
connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, commitment fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent fees, utilization
fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees,
term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


ARTICLE IX


 


Miscellaneous


 


Section 9.01.      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 e-mail, as follows:


 


(i)             if
to any Loan Party, to it:


 


c/o Regeneron Pharmaceuticals, Inc.


777 Old Saw Mill River Road


Tarrytown, New York 10591


Attention: Leonard Brooks, Vice President,
Treasurer


Telephone No. (914) 847-7320


E-mail: leonard.brooks@regeneron.com


 


with a copy (in the case of a notice
of an actual or potential Default, Event of Default, non-compliance with this Agreement or any other similar matter) to:


 


c/o Regeneron Pharmaceuticals, Inc.


777 Old Saw Mill River Road


Tarrytown, New York 10591


Attention: Joseph J. LaRosa, Executive
Vice President, General Counsel and Secretary


Telephone No. (914) 847-7498


E-mail: LegalNotices@regeneron.com


 


(ii)           if
to the Administrative Agent, (A) in the case of Borrowings denominated in Dollars, to JPMorgan Chase Bank, N.A., 131 S. Dearborn
St., Floor 4, Chicago, Illinois 60603, Attention of Tiara Smith (E-mail: jpm.agency.cri@jpmorgan.com) and (B) in the case of
all other notices, to JPMorgan Chase Bank, N.A., 8181 Communications Parkway, Bldg B, 6th Floor, Plano, Texas 75024, Attention of Gregory
Martin (E-mail: gregory.t.martin@jpmorgan.com);


 






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(iii)           if
to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 131 S. Dearborn St., Floor 4, Chicago, Illinois
60603 (E-mail: Chicago.LC.agency.closing.team@jpmorgan.com);


 


(iv)           if
to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 131 S. Dearborn St., Floor 4, Chicago, Illinois 60603, Attention of
Tiara Smith (E-mail: jpm.agency.cri@jpmorgan.com; and


 


(v)           if
to any other Lender or Issuing Bank, to it at its address (or e-mail address) set forth in its Administrative Questionnaire.


 


Notices
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received.
Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as
provided in said paragraph (b).


 


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


 


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


 


(d)           Any
party hereto may change its address (including its e-mail address) for notices and other communications hereunder by notice to the other
parties hereto (or, in the case of a Lender, by notice to the Company and the Administrative Agent).


 


(e)           Each
Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications
have been posted to the Approved Electronic Platform shall constitute effective delivery of such information, documents or other materials
to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent in writing of such Lender’s
e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date
such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record
an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.


 


Section 9.02.      Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any
Issuing Bank may have had notice or knowledge of such Default at the time.


 






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(b)           Except
as provided in Section 2.20 with respect to an increase in the Commitments or an Incremental Term Loan Amendment, in Section 2.21
with respect to an extension of the Maturity Date, Section 2.25 with respect to an ESG Amendment, or as provided in Section 2.14(b) and
Section 2.14(c), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with
the consent of the Required Lenders; provided that no such agreement shall (i) increase the amount of the Commitment of any
Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby
(provided that (x) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the
financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii) even
if the effect of such amendment or modification would be to reduce the rate of interest on any Loan or any LC Disbursement or to reduce
any fee payable hereunder, (y) only the consent of the Required Lenders shall be necessary to amend the provisions of Section 2.13(d) or
to waive any obligation of any Borrower to pay interest or any other amount at the interest rate prescribed in such Section and
(z) for the avoidance of doubt, any ESG Amendment entered into pursuant to Section 2.25 or, following the effectiveness of
any ESG Amendment, any amendment or other modification of the ESG Pricing Provisions shall only require the consent of the Required Lenders
pursuant to the terms and conditions of Section 2.25), (iii) postpone the scheduled date of payment of the principal amount
of any Loan or LC Disbursement , or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected
thereby (other than (x) any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required
under Section 2.11, in each case which shall only require the approval of the Required Lenders and (y) with respect to the
matters set forth in clauses (ii)(x) and (ii)(y) above), (iv) change Section 2.09(c) or Section 2.18(b) or
(c) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change the payment waterfall provisions of Section 2.24(b) or Section 7.02
without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (it being understood that,
solely with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental
Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving
Loans are included on the Effective Date) or (vii) release the Company from its obligations under Article X without the written
consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative
Agent, such Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.24 shall
require the consent of the Administrative Agent, the Issuing Banks and the Swingline Lender). Notwithstanding the foregoing, no consent
with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with
respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this
paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.


 


(c)           Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities (in addition to the Incremental Term
Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Revolving Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include
appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders (it being understood
and agreed that any such amendment (i) in connection with new or increases to the Commitments and/or Incremental Term Loans in accordance
with Section 2.20 or (ii) in connection with any extension in accordance with Section 2.21 shall, in any such case, require
solely only the consent of the parties prescribed by such Section and shall not require the consent of the Required Lenders).


 






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(d)           If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”),
then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent
shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment
and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender
to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) each
Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) the outstanding principal amount
of its Loans and participations in LC Disbursements and all interest, fees and other amounts then accrued but unpaid to such Non-Consenting
Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender
on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than
sold to the replacement Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant
to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement
incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent
and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment
to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness
of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment
as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by
the parties thereto.


  


(e)           Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement
or any of the other Loan Documents (i) to cure any ambiguity, omission, mistake, defect or inconsistency or correct any typographical
error or other manifest error in any Loan Document, (ii) to comply with local law or advice of local counsel in any Eligible Foreign
Jurisdiction or (iii) to amend any administrative provision relating to borrowing mechanics, notice requirements, the method of determining
interest or other rates or any similar agency or administrative matter with respect to any Foreign Subsidiary Borrower, in each case in
a manner not adverse to any Lender (subject to the consent of the Issuing Banks and/or the Swingline Lender to the extent any such changes
relate to Letters of Credit or Swingline Loans, respectively).


 


(f)           Notwithstanding
anything herein to the contrary, as to any amendment or amendment and restatement otherwise approved in accordance with this Section,
it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment or amendment and
restatement, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest
accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement
and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.


 






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Section 9.03.      Expenses;
Indemnity; Limitation of Liability. (a) Expenses. The Company shall pay (i) all reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (which shall be limited, in the case of legal fees and expenses, to the
reasonable and documented out-of-pocket fees, disbursements and other charges of a single firm as primary counsel, along with such specialist
counsel as may reasonably be required by the Administrative Agent (which may include a single special counsel acting in multiple jurisdictions),
and, to the extent reasonably necessary, a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent)
in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as SyndTrak
or Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection
with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (which shall be limited, in the
case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of a single firm
as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent (which may include a
single special counsel acting in multiple jurisdictions), and a single firm of local counsel in each applicable jurisdiction as may reasonably
be required by the Administrative Agent, for the Administrative Agent, and not more than a single firm of outside counsel, and a single
firm of local counsel in each applicable jurisdiction as may reasonably be required, for all of the other Lenders and, in the event of
an actual or reasonably perceived conflict of interest (as reasonably determined by the Administrative Agent or applicable Lender and
such person informs the Company of such conflict), one additional firm of counsel for each group of similarly affected parties) in connection
with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject
to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


 


(b)           Indemnity.
The Company shall indemnify the Administrative Agent, each Joint Bookrunner, each Issuing Bank and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket costs and expenses (which shall
be limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of
(x) a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent
(which may include a single special counsel acting in multiple jurisdictions), and, to the extent reasonably necessary, a single firm
of local counsel in each applicable jurisdiction for the Administrative Agent and its Related Parties, and (y) not more than a single
firm of outside counsel, and a single firm of local counsel in each applicable jurisdiction as may reasonably be required, for all of
the other Indemnitees and, in the event of an actual or reasonably perceived conflict of interest (as reasonably determined by the applicable
Indemnitee and such Indemnitee informs the Company of such conflict), one additional firm of counsel to each group of similarly affected
Indemnitees), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution
or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter
of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries,
or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation
or proceeding is brought by the Company or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any
other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the
willful misconduct or gross negligence of such Indemnitee or any of its Controlled Related Parties, (ii) a breach in bad faith by
such Indemnitee of any of its material obligations under the applicable Loan Documents or (iii) any dispute solely among Indemnitees
(not arising as a result of any act or omission by the Company or any of its Subsidiaries or Affiliates) other than claims against any
Credit Party in its capacity as, or in fulfilling its role as, the Administrative Agent, an Issuing Bank, the Swingline Lender, a lead
arranger, bookrunner, agent or any similar role under or in connection with this Agreement. As used in this Section 9.03, a “Controlled
Related Party” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the
respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the
respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this
clause (3), acting on behalf of or at the instructions of such Indemnitee, Controlling Person or such Controlled Affiliate; provided
that each reference to a Controlling Person, Controlled Affiliate, director, officer or employee in this sentence pertains to a Controlling
Person, Controlled Affiliate, director, officer or employee involved in the arrangement, negotiation or syndication of the credit facility
evidenced by this Agreement. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent
losses, claims or damages arising from any non-Tax claim.


 






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(c)           Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Company under paragraph (a), (b) or
(c) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Lender, and each Related Party of
any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Company and without
limiting the obligation of the Company to do so), ratably according to their respective Applicable Percentage in effect on the date on
which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such
date), and agrees to indemnify and hold each Agent-Related Person harmless from and against any and all Liabilities and related expenses,
including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing;
provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against
such Agent-Related Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion
of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction
to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct.  The agreements in this
Section 9.03(c) shall survive the Termination Date.


 


(d)           Limitation
of Liability. To the extent permitted by applicable law, and subject to the proviso set forth in Section 8.02(c), no Borrower
shall assert, and each Borrower hereby waives, any claim against the Administrative Agent, each Joint Bookrunner, each Issuing Bank and
each Lender, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”)
for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other
information transmission systems (including the Internet) other than damages that are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Lender-Related Person or
any of its Controlled Related Parties. To the extent permitted by applicable law, no Lender-Related Person shall assert against any Borrower
or its Related Parties and no Borrower shall assert against any Lender-Related Person, and each Lender-Related Person and Borrower hereby
waives, any claim on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that
nothing contained in this sentence shall limit the Company’s indemnity obligations to the extent set forth in Section 9.03(b).


 


(e)           Payments.
All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor, together
with reasonable backup documentation supporting such reimbursement request.


 


Section 9.04.      Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except
that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void), other than, in
the case of a Subsidiary Borrower, in a transaction expressly permitted by this Agreement, 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 of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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


 


(A)           the
Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof); provided,
further, that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default under Section 7.01(a), (b), (h), (i) or (j) has occurred and is continuing, any other assignee;


 


(B)           the
Administrative Agent;


 


(C)           each
Issuing Bank; and


  


(D)           the
Swingline Lender.


 


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


 


(A)           except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, 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 and increments of $1,000,000 in excess thereof unless each of the Company and the Administrative
Agent otherwise consent; provided that no such consent of the Company shall be required if an Event of Default under Section 7.01(a),
(b), (h), (i) or (j) has occurred and is continuing;


 


(B)           each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the
assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)           the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders;


 


(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 material non-public information about
the Company, the other Loan Parties and their respective Related Parties and their respective securities) will be made available and who
may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and
state securities laws; and


 


(E)           any
assignment to any Person of Commitments or Loans with respect to a Dutch Borrower shall only be permitted if the person to whom the Commitments
or Loans are assigned is a Dutch Non-Public Lender at all times.


 






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For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Company, any of its Subsidiaries or any
of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
person or relative(s) thereof.


 


(iii)           Subject
to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (b)(iv) of this Section, 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 (including, without limitation, the obligation to
timely deliver the documentation described in Section 2.17(f)) of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03);
provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement and the other Loan Documents that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.


 


(iv)           The
Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the 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 shall treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall
be available for inspection by the Company, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 


(v)           Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either
the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c),
2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with
all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph.


 






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(c)           Any
Lender may, without the consent of, or notice to, any Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell
participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all
or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or
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 any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and
2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood
that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that
such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of
this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15, 2.16 or 2.17, with respect to
any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that
sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate
the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided that such Participant agrees to be subject
to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of the 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 the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters
of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed
Section 1.163-5(b) of the United States Treasury Regulations (or any amended or successor version). The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(d)           Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority
having jurisdiction over such Lender, 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 such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 






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Section 9.05.      Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of
Credit is outstanding (unless such Letter of Credit has been cash collateralized, backstopped, replaced or as to which other arrangements
with respect thereto reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank have been made) and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans or the occurrence of the Termination Date.


 


Section 9.06.      Counterparts;
Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of
(x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice
(including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), 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 e-mailed pdf or any other electronic means that
reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this
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, 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 (not to be unreasonably withheld, conditioned or
delayed) and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent
the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled
to rely on such Electronic Signature purportedly given by or on behalf of the Company or any other Loan Party without further verification
thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of
the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without
limiting the generality of the foregoing, each of the Company and each other Loan Party hereby (i) agrees that, for all purposes,
including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation
among the Administrative Agent, the Lenders, the Company and the other Loan Parties, Electronic Signatures transmitted by emailed pdf
or any other electronic means that reproduces an image of an actual executed signature page 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 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 and/or any Lender’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 Company and/or any other Loan
Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 






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Section 9.07.      Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


Section 9.08.      Right
of Setoff. Subject to Section 2.23(b) and any limitations expressly agreed to by any Lender or its Affiliate, as applicable,
pursuant to any Banking Services Agreement or Swap Agreement to which such Lender or Affiliate is a party, if an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and
in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of any Loan Party against any of and all of the Obligations then due and owing by such Loan Party held by such Lender,
irrespective of whether or not such Lender shall have made any demand under the Loan Documents. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender and each Issuing Bank
agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure
to give such notice shall not affect the validity of such setoff and application.


 


Section 9.09.      Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER shall be construed and enforced in accordance with and governed by the laws of the State of New York.


 


(b)           Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other
Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance
with and governed by the law of the State of New York.


 


(c)           Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United
States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter
jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto
or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against
the Administrative Agent or any of its Related Parties may only) be heard and determined in such federal (to the extent permitted by law)
or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or
in any other Loan Document shall (i) affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties
(x) in the courts of any jurisdiction and (y) in respect of any Loan Party incorporated in Luxembourg only, any courts having
jurisdiction where the head office, central administration, centre of main interest, place of effective management, domicile and/or establishment
of that Loan Party is situated or where any asset of such Loan Party is situated, (ii) 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 Uniform Rules for Demand Guarantees 758 Article 3(a), or
(iii) affect which courts have or do not have personal jurisdiction over the 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.


 






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(d)           Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 


(e)           Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Subsidiary
Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge on its behalf, service of
any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 9.09(c) in any
federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms that the Company has agreed
to accept such appointment. Said designation and appointment shall be irrevocable by each such Subsidiary Borrower until all Loans, all
reimbursement obligations, interest thereon and all other amounts payable by such Subsidiary Borrower hereunder and under the other Loan
Documents shall have been paid in full in accordance with the provisions hereof and thereof and such Subsidiary Borrower shall have been
terminated as a Borrower hereunder pursuant to Section 2.23. Each Subsidiary Borrower hereby consents to process being served in
any suit, action or proceeding of the nature referred to in Section 9.09(c) in any federal or New York State court sitting in
New York City by service of process upon the Company as provided in this Section 9.09(e); provided that, to the extent lawful
and possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt
requested, to the Company and (if applicable to) such Subsidiary Borrower at its address set forth in the Borrowing Subsidiary Agreement
to which it is a party or to any other address of which such Subsidiary Borrower shall have given written notice to the Administrative
Agent (with a copy thereof to the Company). Each Subsidiary Borrower irrevocably waives, to the fullest extent permitted by law, all claim
of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service
of process upon such Subsidiary Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be
taken and held to be valid and personal service upon and personal delivery to such Subsidiary Borrower. To the extent any Subsidiary Borrower
has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment
prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), each Subsidiary Borrower hereby irrevocably
waives such immunity in respect of its obligations under the Loan Documents. 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.


 


Section 9.10.      WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 9.11.      Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 






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Section 9.12.      Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed by the Administrative Agent, any Lender or any Issuing Bank (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential); provided that the disclosing Administrative Agent, Issuing Bank or Lender, as applicable, shall be responsible
for compliance by such Persons with the provisions of this Section 9.12, (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of
Insurance Commissioners) (provided that each of the Administrative Agent, such Issuing Bank and such Lender agrees that it will,
other than with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising
examination or regulatory authority, notify the Company promptly thereof, unless such notification is prohibited by applicable law, rule or
regulation), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided
that each of the Administrative Agent, such Issuing Bank and such Lender agrees that it will, other than with respect to any audit or
examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority,
notify the Company promptly thereof, unless such notification is prohibited by applicable law, rule or regulation), (d) to any
other party to this Agreement, (e) 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,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any
actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and
other representatives) to any swap or derivative or similar transaction to which the Administrative Agent, any Issuing Bank or any Lender
is a party and under which payments are to be made by reference to a Borrower and its obligations, this Agreement or payments hereunder,
(g) on a confidential basis to (1) any rating agency in connection with rating the Company or its Subsidiaries or the credit
facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the prior written consent of the Company or
(i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or
(2) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than any Loan Party or any of their respective Related Parties. For the purposes of this Section, “Information” means
all information received from or on behalf of any Loan Party or any of their respective Related Parties relating to any Loan Party or
Subsidiary or its business or securities, other than any such information that is available to the Administrative Agent, any Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by or on behalf of any Loan Party or any of their respective Related Parties
and other than customary information regarding the closing date, size, type, purpose of and parties to the facilities under this Agreement
of the type that is routinely provided by arrangers to data service providers, including league table providers, that serve the lending
industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


EACH OF THE ADMINISTRATIVE
AGENT, EACH ISSUING BANK AND EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO
IT PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE COMPANY, THE OTHER LOAN PARTIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY OR THE ADMINISTRATIVE AGENT PURSUANT TO, IN CONNECTION
WITH OR OTHERWISE IN THE COURSE OF ADMINISTERING THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE OTHER LOAN PARTIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE LOAN PARTIES AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN
ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 






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Section 9.13.      Patriot
Act. Each Lender that is subject to the requirements of the Patriot Act and the requirements of the Beneficial Ownership Regulation
hereby notifies each Borrower that, pursuant to the requirements of the Patriot Act and the Beneficial Ownership Regulation, it is required
to obtain, verify and record information that identifies such Borrower, which information includes the name, address and tax identification
number of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act
and the Beneficial Ownership Regulation and other applicable “know your customer” and anti-money laundering rules and
regulations.


 


Section 9.14.      Reserved.


 


Section 9.15.      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 applicable Overnight Rate to the date of
repayment, shall have been received by such Lender.


 


Section 9.16.      No
Advisory or Fiduciary Responsibility.


 


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


 






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


 


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


 


Section 9.17.      Attorney
Representation. If a Dutch Borrower is represented by an attorney in connection with the signing and/or execution of this Agreement
and/or any other Loan Document it is hereby expressly acknowledged and accepted by the parties to this Agreement and/or any other Loan
Document that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported
exercise of his or her authority shall be governed by the laws of the Netherlands.


 


Section 9.18.      Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and
Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 






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


 


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


 


Section 9.19.      Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the
regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


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


 


Section 9.20.      Termination
of Commitments under Existing Credit Agreement. Each of the signatories hereto (including, without limitation, the Company) that is
also a party to the Existing Credit Agreement hereby agrees that, on and as of the Effective Date, all of the “Commitments”
under the Existing Credit Agreement will be terminated and cancelled automatically and irrevocably and any required notice periods in
connection with such termination and cancellation and any repayments or prepayments in connection with such termination and cancellation
are hereby waived.


 






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ARTICLE X


 


Company Guarantee


 


In order to induce the Lenders
to extend credit to the Borrowers hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Company hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a
surety, the payment when and as due of the Obligations of the Subsidiary Borrowers (collectively, the “Guaranteed Obligations”).
The Company further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain bound upon its guarantee under this Article X notwithstanding
any such extension or renewal of any such Guaranteed Obligation. The Company hereby irrevocably and unconditionally agrees that if any
obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify
the Administrative Agent, the Issuing Banks and the Lenders immediately on demand against any out-of-pocket and documented cost, loss
or liability they incur as a result of any Subsidiary or any of its Affiliates not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by the Company under this Article X on the date when it would have been due (but so that
the amount payable by the Company under this indemnity will not exceed the amount which it would have had to pay under this Article X
if the amount claimed had been recoverable on the basis of a guarantee). Notwithstanding anything to the contrary in this Article X,
the Company shall not have been deemed to have guaranteed any of its own Obligations.


 


The Company waives presentment
to, demand of payment from and protest to any Subsidiary of any of the Guaranteed Obligations, and also waives notice of acceptance of
its obligations and notice of protest for nonpayment. The obligations of the Company under this Article X shall not be affected by
(a) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any right
or remedy against any Subsidiary under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension
or renewal of any of the Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of
the terms or provisions of this Agreement, or any other Loan Document; (d) any default, failure or delay, willful or otherwise, in
the performance of any of the Guaranteed Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and
maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (f) any
change in the corporate, partnership or other existence, structure or ownership of any Subsidiary; (g) the enforceability or validity
of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating
to or against any Subsidiary, for any reason related to this Agreement, any other Loan Document, or any provision of applicable law, decree,
order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary, of any of the Guaranteed Obligations or
otherwise affecting any term of any of the Guaranteed Obligations; or (h) any other act, omission or delay to do any other act which
may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter
of law or equity or which would impair or eliminate any right of the Company to subrogation.


 


The Company further agrees that
its agreement under this Article X constitutes a guarantee of payment when due (whether or not any bankruptcy, examinership or similar
proceeding shall have stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not
merely of collection, and waives any right to require that any resort be had by the Administrative Agent, any Issuing Bank or any Lender
(or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank
or any Lender in favor of any Subsidiary or any other Person.


 


The obligations of the Company
under this Article X shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be
subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability
of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise, in any such
case, other than payment in full in cash of such Guaranteed Obligations or the occurrence of the Termination Date.


 






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The Company further agrees that
its obligations under this Article X shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or
hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Guaranteed Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise
be restored or returned by the Administrative Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy, examinership or reorganization
of any Subsidiary or otherwise.


 


In furtherance of the foregoing
and not in limitation of any other right which the Administrative Agent, any Issuing Bank or any Lender may have at law or in equity against
the Company by virtue of this Article X, upon the failure of any Subsidiary to pay any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will,
upon receipt of written demand by the Administrative Agent, any Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the
Administrative Agent, such Issuing Bank or such Lender (or any of such Lender’s Affiliates) in cash an amount equal to the unpaid
principal amount of the Guaranteed Obligations then due, together with accrued and unpaid interest thereon. The Company further agrees
that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other
than New York, Chicago or any other Foreign Currency Payment Office and if, by reason of any Change in Law, disruption of currency or
foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such currency or at such place
of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, any Issuing Bank or any Lender, disadvantageous
to the Administrative Agent, such Issuing Bank or such Lender in any material respect, then, at the election of the Administrative Agent
or such Lender, the Company shall make payment of such Guaranteed Obligation in Dollars (based upon the Dollar Amount of such Guaranteed
Obligation on the date of payment) and/or in New York, Chicago or such other Foreign Currency Payment Office as is designated by the Administrative
Agent or such Lender and, as a separate and independent obligation, shall indemnify the Administrative Agent, such Issuing Bank and such
Lender, as applicable, against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment
(subject to any applicable limitations set forth in Section 9.03).


 


Upon payment by the Company
of any sums as provided above, all rights of the Company against any Subsidiary arising as a result thereof by way of right of subrogation
or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of
all the Guaranteed Obligations owed by such Subsidiary to the Administrative Agent, the Issuing Banks and the Lenders.


 


Nothing shall discharge or satisfy
the liability of the Company under this Article X except the full performance and payment in cash of the Guaranteed Obligations or
the occurrence of the Termination Date.


 


[Signature Pages Follow]


 






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


 


	 	REGENERON PHARMACEUTICALS, INC.,
 as the Company
	 	 	 
	 	By	/s/ Leonard N. Brooks
	 	 	Name: Leonard N. Brooks
 Title: Vice President, Treasurer
	 	 	 
	 	REGENERON HEALTHCARE SOLUTIONS, INC.,
 as a Subsidiary Borrower
	 	 	 
	 	By	/s/ Marion McCourt
	 	 	Name: Marion McCourt
 Title: General Manager
	 	 	 
	 	REGENERON GENETICS CENTER LLC,
 as a Subsidiary Borrower
	 	 	 
	 	By	/s/ Leonard N. Brooks
	 	 	Name: Leonard N. Brooks
 Title: Treasurer




 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 


	 	JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
	 	 	 
	 	By	/s/ Gregory Martin
	 	 	Name: Gregory Martin
 Title: Executive Director




 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 


	 	BANK OF AMERICA, N.A., individually as a Lender, as an Issuing Bank and as a Co-Syndication Agent
	 	 	 
	 	By	/s/ Tyler Morgan
	 	 	Name: Tyler Morgan
 Title: Vice President




 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	U.S. BANK NATIONAL ASSOCIATION, individually as a Lender and
as an Issuing Bank
	 	 	 
	 	By	/s/ Michael West
	 	 	Name: Michael West

Title: Senior Vice President



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	CITIBANK, N.A., as a Lender
	 	 	 
	 	By	/s/ Eugene Yermash
	 	 	Name: Eugene Yermash

Title: Vice President



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By	/s/ Shailesh Patel
	 	 	Name: Shailesh Patel

Title: Managing Director



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 
	 	By	/s/ William E. Briggs IV
	 	 	Name: William E. Briggs IV

Title: Authorized Signatory



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	BARCLAYS BANK PLC, as a Lender
	 	 	 
	 	By	/s/ Evan Moriarty
	 	 	Name: Evan Moriarty

Title: Vice President



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 


	 	CITIZENS BANK, N.A., as a Lender
	 	 	 
	 	By	/s/ Mark Guyeski
	 	 	Name: Mark Guyeski

Title: Vice President



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	MUFG BANK, LTD., as a Lender
	 	 	 
	 	By	/s/ Jack Lonker
	 	 	Name: Jack Lonker

Title: Authorized Signatory



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	THE NORTHERN TRUST COMPANY, as a Lender
	 	 	 
	 	By	/s/ Eric Siebert
	 	 	Name: Eric Siebert

Title: Senior Vice President



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.


 






    


    


    

 





	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By	/s/ Steven Eberhardt
	 	 	Name: Steven Eberhardt

Title: Vice President



 


Signature Page to Credit Agreement

Regeneron Pharmaceuticals, Inc.