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                                                                           Exhibit 10(b)                                                                  EXECUTION VERSION                                                                                                                                                                                                                                                                                                                   $100,000,000                             TERM LOAN CREDIT AGREEMENT                                    dated as of April 1, 2020                                           among                                PPL CAPITAL FUNDING, INC.,                                      as the Borrower,                                    PPL CORPORATION,                                     as the Guarantor,                    THE LENDERS FROM TIME TO TIME PARTY HERETO                                             and                            U.S. BANK NATIONAL ASSOCIATION,                                   as Administrative Agent                                                                              #93052149v11 





 






                               TABLE OF CONTENTS                                                                                       Page                                            ARTICLE I      DEFINITIONS ............................................................................................................... 1         Section 1.01    Definitions ...................................................................................................... 1         Section 1.02    Divisions ...................................................................................................... 16         Section 1.03    LIBOR Notification ...................................................................................... 16  ARTICLE II     THE CREDITS ............................................................................................................. 16         Section 2.01    The Loans ..................................................................................................... 16         Section 2.02    [Reserved] .................................................................................................... 16         Section 2.03    Notice of Borrowings ................................................................................... 16         Section 2.04    Notice to Lenders; Funding of Loans ........................................................... 17         Section 2.05    Noteless Agreement; Evidence of Indebtedness .......................................... 17         Section 2.06    Interest Rates ................................................................................................ 18         Section 2.07    [Reserved] .................................................................................................... 19         Section 2.08    Replacement of Lenders ............................................................................... 19         Section 2.09    Repayment of Loans ..................................................................................... 20         Section 2.10    Optional Prepayments and Repayments ....................................................... 20         Section 2.11    General Provisions as to Payments .............................................................. 21         Section 2.12    Funding Losses ............................................................................................. 21         Section 2.13    Computation of Interest and Fees ................................................................. 21         Section 2.14    Basis for Determining Interest Rate Inadequate, Unfair or                         Unavailable................................................................................................... 22         Section 2.15    Illegality ....................................................................................................... 23         Section 2.16    Increased Cost and Reduced Return ............................................................. 24         Section 2.17    Taxes ............................................................................................................ 25         Section 2.18    Base Rate Loans Substituted for Affected Euro-Dollar Loans .................... 28  ARTICLE III    [RESERVED] ............................................................................................................... 28  ARTICLE IV     CONDITIONS .............................................................................................................. 28         Section 4.01    Conditions to Closing ................................................................................... 28  ARTICLE V      REPRESENTATIONS AND WARRANTIES ............................................................ 30         Section 5.01    Status ............................................................................................................ 30         Section 5.02    Authority; No Conflict ................................................................................. 30         Section 5.03    Legality; Etc ................................................................................................. 30         Section 5.04    Financial Condition ...................................................................................... 30                                              i  #93052149v11 





 






         Section 5.05    Litigation ...................................................................................................... 31         Section 5.06    No Violation ................................................................................................. 31         Section 5.07    ERISA .......................................................................................................... 31         Section 5.08    Governmental Approvals ............................................................................. 31         Section 5.09    Investment Company Act ............................................................................. 31         Section 5.10    Tax Returns and Payments ........................................................................... 31         Section 5.11    Compliance with Laws ................................................................................. 31         Section 5.12    No Default .................................................................................................... 32         Section 5.13    Environmental Matters ................................................................................. 32         Section 5.14    Material Subsidiaries and Ownership ........................................................... 33         Section 5.15    OFAC ........................................................................................................... 33         Section 5.16    Anti-Corruption ............................................................................................ 33  ARTICLE VI     COVENANTS .............................................................................................................. 33         Section 6.01    Information ................................................................................................... 33         Section 6.02    Maintenance of Insurance ............................................................................ 35         Section 6.03    Conduct of Business and Maintenance of Existence .................................... 36         Section 6.04    Compliance with Laws, Etc.......................................................................... 36         Section 6.05    Books and Records ....................................................................................... 36         Section 6.06    Use of Proceeds ............................................................................................ 36         Section 6.07    Merger or Consolidation .............................................................................. 36         Section 6.08    Asset Sales.................................................................................................... 37         Section 6.09    Consolidated Debt to Consolidated Capitalization Ratio ............................. 37  ARTICLE VII    DEFAULTS .................................................................................................................. 37         Section 7.01    Events of Default .......................................................................................... 37  ARTICLE VIII   THE ADMINISTRATIVE AGENT ............................................................................. 39         Section 8.01    Appointment and Authorization ................................................................... 39         Section 8.02    Individual Capacity ...................................................................................... 39         Section 8.03    Delegation of Duties ..................................................................................... 39         Section 8.04    Reliance by the Administrative Agent ......................................................... 39         Section 8.05    Notice of Default .......................................................................................... 40         Section 8.06    Non-Reliance on the Administrative Agent and Other Lenders................... 40         Section 8.07    Exculpatory Provisions ................................................................................ 40         Section 8.08    Indemnification ............................................................................................ 41         Section 8.09    Resignation; Successors ............................................................................... 41  ARTICLE IX     MISCELLANEOUS ..................................................................................................... 41                                              ii  #93052149v11 





 






         Section 9.01    Notices .......................................................................................................... 41         Section 9.02    No Waivers; Non-Exclusive Remedies ........................................................ 43         Section 9.03    Expenses; Indemnification ........................................................................... 43         Section 9.04    Sharing of Set-Offs ....................................................................................... 44         Section 9.05    Amendments and Waivers............................................................................ 45         Section 9.06    Successors and Assigns ................................................................................ 45         Section 9.07    Governing Law; Submission to Jurisdiction ................................................ 47         Section 9.08    Counterparts; Integration; Effectiveness ...................................................... 47         Section 9.09    Generally Accepted Accounting Principles ................................................. 47         Section 9.10    Usage ............................................................................................................ 48         Section 9.11    WAIVER OF JURY TRIAL ........................................................................ 49         Section 9.12    Confidentiality .............................................................................................. 49         Section 9.13    USA PATRIOT Act Notice .......................................................................... 49         Section 9.14    No Fiduciary Duty ........................................................................................ 49         Section 9.15    Acknowledgment and Consent to Bail-In of Affected Financial                         Institutions .................................................................................................... 50         Section 9.16    Survival ........................................................................................................ 50         Section 9.17    Interest Rate Limitation ................................................................................ 50         Section 9.18    Severability................................................................................................... 51         Section 9.19    Headings ....................................................................................................... 51  ARTICLE X      GUARANTY ................................................................................................................ 51         Section 10.01   Guaranty ....................................................................................................... 51         Section 10.02   Guaranty Unconditional ............................................................................... 51         Section 10.03   Discharge Only Upon Payment in Full; Reinstatement in Certain                         Circumstances .............................................................................................. 52         Section 10.04   Waiver by Guarantor .................................................................................... 52         Section 10.05   Subrogation .................................................................................................. 52         Section 10.06   Stay of Acceleration ..................................................................................... 52         Section 10.07   Continuing Guaranty .................................................................................... 53         Section 10.08   Default Payments by Borrower .................................................................... 53         Section 10.09   Duty to Stay Advised ................................................................................... 53                                              iii  #93052149v11 





 






   Appendices:   Appendix A      -   Commitments     Schedule:   Schedule 5.14   -   Material Subsidiaries   Exhibits:   Exhibit A-1     -   Form of Notice of Borrowing  Exhibit A-2     -   Form of Notice of Conversion/Continuation  Exhibit B       -   Form of Note  Exhibit C       -   Form of Assignment and Assumption Agreement  Exhibit D       -   Forms of Opinion of Counsel for the Loan Parties  Exhibit E           U.S. Tax Compliance Certificates                                                    iv  #93052149v11 





 






          TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of April 1, 2020 is entered  into  among  PPL  CAPITAL  FUNDING,  INC.,  a  Delaware corporation  (the  “Borrower”),  PPL  CORPORATION, a Pennsylvania corporation (the “Guarantor”) the LENDERS party hereto from time to  time and U.S. BANK NATIONAL ASSOCIATION, as the Administrative Agent. The parties hereto agree  as follows:                                         RECITALS          The  Loan  Parties  (as  hereinafter  defined)  have  requested  that  the  Lenders  provide  a term loan  facility in an aggregate principal amount not to exceed $100,000,000.  In consideration of their mutual  covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto  covenant and agree as follows:                                         ARTICLE I                                      DEFINITIONS          Section 1.01 Definitions.  All capitalized terms used in this Agreement or in any Appendix,  Schedule or Exhibit hereto which are not otherwise defined herein or therein shall have the respective  meanings set forth below.           “Adjusted London Interbank Offered Rate” means, for any Interest Period, a rate per annum equal  to the quotient obtained (rounded upward, if necessary, to the nearest 1/100th of 1%) by dividing (i) the  London  Interbank  Offered  Rate  for  such  Interest  Period  by  (ii) 1.00  minus  the Euro-Dollar  Reserve  Percentage.          “Administrative Agent” means U.S. Bank, in its capacity as administrative agent for the Lenders  hereunder and under the other Loan Documents, and its successor or successors in such capacity.          “Administrative  Questionnaire”  means,  with  respect  to  each  Lender,  an  administrative  questionnaire in the form provided by the Administrative Agent and submitted to the Administrative Agent  (with a copy to the Borrower) duly completed by such Lender.          “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial  Institution.           “Affiliate”  means,  with  respect  to  any  Person,  any  other  Person  who  is  directly  or  indirectly  controlling, controlled by or under common control with such Person.  A Person shall be deemed to control  another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of  the  management  or  policies  of  the  controlled  Person,  whether  through  the  ownership  of  stock  or  its  equivalent, by contract or otherwise.  In no event shall the Administrative Agent or any Lender be deemed  to be an Affiliate of the Borrower, the Guarantor or any of their Subsidiaries.            “Agreement” has the meaning set forth in the introductory paragraph hereto, as this Agreement  may be amended, restated, supplemented or modified from time to time.          “Applicable Lending Office” means, with respect to any Lender, (i) in the case of its Base Rate  Loans, its Base Rate Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending  Office.          “Applicable Percentage” means (i) 0.75% per annum in the case of any Euro-Dollar Loans and (ii)  0.00% per annum in the case of any Base Rate Loans.      #93052149v11 





 






          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate  of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.          “Asset Sale” means any sale of any assets, including by way of the sale by the Guarantor or any of  its Subsidiaries of equity interests in such Subsidiaries.          “Assignee” has the meaning set forth in Section 9.06(c).          “Assignment  and  Assumption  Agreement”  means  an  Assignment  and  Assumption  Agreement,  substantially in the form of attached Exhibit C, under which an interest of a Lender hereunder is transferred  to an Eligible Assignee pursuant to Section 9.06(c).          “Authorized Officer” means the president, the chief operating officer, the chief financial officer,  the chief accounting officer, any vice president, the treasurer, the assistant treasurer or the controller of the  applicable Loan Party or such other individuals reasonably acceptable to the Administrative Agent as may  be designated in writing by the Borrower from time to time.          “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, rule, regulation 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).           “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended, or any successor  statute.          “Base Rate” means for any day, a rate per annum equal to the highest of (i) the Prime Rate for such  day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and (iii) except during any period  of time during which a notice delivered to the Borrower under Section 2.14 or Section 2.15 shall remain in  effect, the London Interbank Offered Rate plus 1%.            “Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.          “Base Rate Lending Office” means, as to each Lender, its office located at its address set forth in  its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Base Rate Lending  Office) or such other office as such Lender may hereafter designate as its Base Rate Lending Office by  notice to the Borrower and the Administrative Agent.          “Base Rate Loan” means a Loan in respect of which interest is computed on the basis of the Base  Rate.          “Benchmark  Replacement” means  the  sum  of:  (a)  an  alternate  benchmark  rate  that  has  been  selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or  recommendation  of  a  replacement  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 rate of                                              2  #93052149v11 





 






   interest as a replacement to LIBOR for U.S. syndicated or bilateral credit facilities denominated in Dollars  and  (b)  the  Benchmark  Replacement  Adjustment; provided that,  if  the  Benchmark  Replacement  as  so  determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes  of this Agreement.          “Benchmark  Replacement  Adjustment” means,  with  respect  to  any  replacement  under  this  Agreement of LIBOR with an Unadjusted Benchmark Replacement, for each applicable Interest Period,  the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a  positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower  giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for  calculating  or  determining  such  spread  adjustment,  for  the  replacement  of  LIBOR  with the  applicable  Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining  such spread adjustment, for the replacement of LIBOR with the Unadjusted Benchmark Replacement for  U.S.  syndicated  or  bilateral  credit  facilities  denominated  in  Dollars,  which  adjustment  or  method  for  calculating or determining such spread adjustment pursuant to clause (b) is published on an information  service as selected by the Administrative Agent and the Borrower from time to time and as may be updated  periodically.          “Benchmark  Replacement  Conforming  Changes” means,  with  respect  to  any  Benchmark  Replacement, any technical, administrative or operational changes (including changes to the definition of  “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making  payments  of  interest  and  other  administrative  matters)  that  the Administrative  Agent decides  may  be  appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the  administration  thereof  by  the Administrative  Agent in  a  manner  substantially  consistent  with  then- prevailing market practice (or, if the Administrative Agent decides that adoption of any portion of such  market practice is not administratively feasible or if the Administrative Agent determines that no market  practice  for  the  administration  of  the  Benchmark  Replacement  exists,  in  such  other  manner  of  administration  as  the Administrative  Agent decides  is  reasonably  necessary  in  connection  with  the  administration of this Agreement).          “Benchmark Replacement Date” means the earlier to occur of the following events with respect to  LIBOR:                (a)    in the case of clauses (ii), (iii) or (iv) of Section 2.14(b), the later of:                       (i)    the date of the public statement or publication of information referenced               therein and                       (ii)   the date on which the administrator of LIBOR permanently or indefinitely               ceases to provide LIBOR; and                (b)    in the case of clause (i) of Section 2.14(b), the date of the public statement or         publication of information referenced therein.           “Benchmark Transition Event” is defined in Section 2.14(b).          “Benchmark  Unavailability  Period” means,  if  a  Benchmark  Transition  Event  and  its  related  Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR  has not been replaced hereunder with a Benchmark Replacement, the period (y) beginning at the time that  such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced                                              3  #93052149v11 





 






   LIBOR for all purposes under this Agreement and the other Loan Documents in accordance with Section  2.14(b) and (z) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes  under this Agreement and the other Loan Documents pursuant to Section 2.14(b).          “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.           “Borrower” has the meaning set forth in the introductory paragraph hereto.          “Borrower’s Rating” means the senior unsecured long-term debt rating of the Borrower from S&P  or  Moody’s  without  giving  effect  to  any  third party  credit  enhancement  except  for  a  guaranty  of  the  Guarantor (it being understood that all of the Borrower’s long term debt is Guaranteed by the Guarantor).          “Borrowing” means a borrowing consisting of Loans of a single Type made by the Lenders on a  single date and, in the case of a Euro-Dollar Borrowing, having a single Interest Period.          “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks  in New York, New York are authorized by law to close; provided, that when used with respect to any  borrowing of, payment or prepayment of principal of or interest on, or the Interest Period for, a Euro-Dollar  Loan, or a notice by the Borrower with respect to any such borrowing payment, prepayment or Interest  Period, the term “Business Day” shall also mean that such day is a London Business Day.          “Capital  Lease”  means  any  lease  of  property  which,  in  accordance  with  GAAP,  should  be  capitalized on the lessee’s balance sheet.          “Capital Lease Obligations” means, with respect to any Person, all obligations of such Person as  lessee  under  Capital  Leases,  in  each  case  taken  at  the  amount  thereof  accounted  for  as  liabilities  in  accordance with GAAP.          “Change of Control” means (i) the acquisition by any Person, or two or more Persons acting in  concert,  of  beneficial  ownership  (within  the  meaning  of  Rule  13d-3  of  the  Securities  and  Exchange  Commission under the Securities Exchange Act of 1934, as amended) of 25% or more of the outstanding  shares of Voting Stock of the Guarantor or its successors or (ii) the failure at any time of the Guarantor or  its successors to own, directly or indirectly, 80% or more of the outstanding shares of the Voting Stock in  the Borrower.          “Commitment” means, with respect to any Lender, the commitment of such Lender to make Loans  under this Agreement, as set forth in Appendix A and as such Commitment may be reduced pursuant to  Section 2.01.           “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by  net income (however denominated) or that are franchise or branch profits or similar taxes, duties, levies,  impost, deductions, charges, and withholdings and all liabilities with respect thereto.          “Consolidated Capitalization” means the sum of, without duplication, (A) the Consolidated Debt  (without  giving  effect  to  clause (b)  of  the  definition  of  “Consolidated  Debt”)  and  (B) the  consolidated  shareowners’  equity  (determined  in  accordance  with  GAAP)  of  the  common,  preference  and  preferred  shareowners of the Guarantor and minority interests  recorded on the Guarantor’s consolidated financial  statements (excluding from shareowners’ equity (i) the effect of all unrealized gains and losses reported  under Financial Accounting Standards Board Accounting Standards Codification Topic 815 in connection  with (x) forward contracts, futures contracts, options contracts or other derivatives or hedging agreements  for the future delivery of electricity, capacity, fuel or other commodities and (y) Interest Rate Protection                                              4  #93052149v11 





 






   Agreements,  foreign  currency  exchange  agreements or  other  interest  or  exchange  rate  hedging  arrangements and (ii) the balance of accumulated other comprehensive income/loss of the Guarantor on  any date of determination solely with respect to the effect of any pension and other post-retirement benefit  liability  adjustment  recorded  in  accordance  with  GAAP),  except  that  for  purposes  of  calculating  Consolidated  Capitalization  of  the  Guarantor,  Consolidated  Debt  of  the  Guarantor  shall  exclude  Non- Recourse Debt and Consolidated Capitalization of the Guarantor shall exclude that portion of shareowners’  equity attributable to assets securing Non-Recourse Debt.          “Consolidated  Debt”  means  the  consolidated  Debt  of  the  Guarantor  and  its  Consolidated  Subsidiaries  (determined  in  accordance  with  GAAP),  except  that  for  purposes  of  this  definition  (a) Consolidated Debt shall exclude Non-Recourse Debt of the Guarantor and its Consolidated Subsidiaries,  and  (b) Consolidated  Debt  shall  exclude  (i) Hybrid  Securities  of  the  Guarantor  and  its  Consolidated  Subsidiaries in an aggregate amount as shall not exceed 15% of Consolidated Capitalization and (ii) Equity- Linked Securities in an aggregate amount as shall not exceed 15% of Consolidated Capitalization.          “Consolidated Subsidiary” means with respect to any Person at any date any Subsidiary of such  Person  or  other  entity  the  accounts  of  which  would  be  consolidated  with  those  of  such  Person  in  its  consolidated  financial  statements  if  such  statements  were  prepared  as  of  such  date  in  accordance  with  GAAP.          “Continuing Lender” means with respect to any event described in Section 2.08, a Lender which is  not a Retiring Lender, and “Continuing Lenders” means any two or more of such Continuing Lenders.          “Corporation” means a corporation, association, company, joint stock company, limited liability  company, partnership or business trust.          “Debt” of any Person means, without duplication, (i) all obligations of such Person for borrowed  money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,  (iii) all Guarantees by such Person of Debt of others, (iv) all Capital Lease Obligations and Synthetic Leases  of such Person, (v) all obligations of such Person in respect of Interest Rate Protection Agreements, foreign  currency exchange agreements or other interest or exchange rate hedging arrangements (the amount of any  such obligation to be the net amount that would be payable upon the acceleration, termination or liquidation  thereof), but only to the extent that such net obligations exceed $150,000,000 in the aggregate and (vi) all  obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances;  provided, however, that “Debt” of such Person does not include (a) obligations of such Person under any  installment sale, conditional sale or title retention agreement or any other agreement relating to obligations  for the deferred purchase price of property or services, (b) obligations under agreements relating to the  purchase and sale of any commodity, including any power sale or purchase agreements, any commodity  hedge or derivative (regardless of whether any such transaction is a “financial” or physical transaction),  (c) any trade obligations or other obligations of such Person incurred in the ordinary course of business or  (d) obligations of such Person under any lease agreement (including any lease intended as security) that is  not a Capital Lease or a Synthetic Lease.          “Debtor  Relief  Laws”  means  the  Bankruptcy  Code,  and  all  other  liquidation,  conservatorship,  bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,  reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time  to time in effect.          “Default” means any condition or event which constitutes an Event of Default or which with the  giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.                                               5  #93052149v11 





 






          “Defaulting Lender” means at any time any Lender with respect to which a Lender Default is in  effect  at  such  time,  including  any  Lender  subject  to  a  Bail-In  Action.  Any  determination  by  the  Administrative Agent that a Lender is a Defaulting Lender under any one or more clauses of the definition  of “Lender Default” shall be conclusive and binding absent manifest error, and such Lender shall be deemed  to be a Defaulting Lender (subject to cure as expressly contemplated in the definition of “Lender Default”)  upon delivery of written notice of such determination to the Borrower and each Lender.           “Dollars” and the sign “$” means lawful money of the United States of America.          “Early Opt-in Election” means the occurrence of:          (a)  (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders  to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined  that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include  language similar to that contained in Section 2.14(b), are being executed or amended, as applicable, to  incorporate or adopt a new benchmark interest rate to replace LIBOR, and          (b)  (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to  declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative  Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of  written notice of such election to the Administrative Agent.          “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 Administrative Agent determines that the conditions  specified in or pursuant to Section 4.01 have been satisfied.           “Eligible Assignee” means (i) a Lender; (ii) a commercial bank organized under the laws of the  United States and having a combined capital and surplus of at least $100,000,000; (iii) a commercial bank  organized  under  the  laws  of  any  other  country  which  is  a  member  of  the  Organization  for  Economic  Cooperation and Development, or a political subdivision of any such country and having a combined capital  and surplus of at least $100,000,000; provided, that such bank is acting through a branch or agency located  and licensed in the United States; (iv) an Affiliate of a Lender that is an “accredited investor” (as defined  in Regulation D under the Securities Act of 1933, as amended) or (v) an Approved Fund; provided, that, in  each case (a) upon and following the occurrence of an Event of Default, an Eligible Assignee shall mean  any Person other than a Loan Party or any of its Affiliates and (b) notwithstanding the foregoing, “Eligible  Assignee” shall not include any Loan Party or any of its Subsidiaries or Affiliates.                                               6  #93052149v11 





 






           “Environmental  Laws”  means  any  and  all  federal,  state  and  local  statutes,  laws,  regulations,  ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses or other  written governmental restrictions relating to the environment or to emissions, discharges or releases of  pollutants, contaminants,  petroleum  or petroleum  products,  chemicals  or  industrial,  toxic  or Hazardous  Substances or wastes into the environment including, without limitation, ambient air, surface water, ground  water, or land, or otherwise relating to the manufacture, processing, distribution, use,  treatment, storage,  disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or  industrial, toxic or Hazardous Substances or wastes.          “Environmental  Liabilities”  means  all  liabilities  (including  anticipated  compliance  costs)  in  connection  with  or  relating  to  the  business,  assets,  presently  or  previously  owned,  leased  or  operated  property, activities (including, without limitation, off-site disposal) or operations of the Guarantor or any  of its Subsidiaries which arise under Environmental Laws or relate to Hazardous Substances.          “Equity-Linked Securities” means any securities of the Guarantor or any of its Subsidiaries which  are convertible into, or exchangeable for, equity securities of the Guarantor or such Subsidiary, including  any securities issued by any of such Persons which are pledged to secure any obligation of any holder to  purchase equity securities of the Guarantor or any of its Subsidiaries.          “ERISA”  means  the  Employee  Retirement  Income  Security  Act  of  1974,  as  amended,  or  any  successor statute.          “ERISA  Group”  means  each  of  the  Loan  Parties  and  all  members  of  a  controlled  group  of  corporations  and  all  trades  or  businesses  (whether  or  not  incorporated)  under  common  control  which,  together with each of the Loan Parties, are treated as a single employer under Section 414(b) or (c) of the  Internal Revenue Code.          “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the  Loan Market Association (or any successor Person), as in effect from time to time.          “Euro-Dollar Borrowing” means a Borrowing comprised of Euro-Dollar Loans.          “Euro-Dollar Lending Office” means, as to each Lender, its office, branch or Affiliate located at  its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire  as  its  Euro-Dollar  Lending  Office)  or  such  other  office,  branch  or  Affiliate  of  such  Lender  as  it  may  hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative  Agent.          “Euro-Dollar Loan” means a Loan in respect of which interest is computed on the basis of the  Adjusted  London  Interbank  Offered  Rate pursuant  to  the  applicable  Notice  of  Borrowing or  Notice of  Conversion/Continuation.          “Euro-Dollar Reserve Percentage” of any Lender for the Interest Period of any LIBOR Rate Loan  means the reserve percentage applicable to such Lender during such Interest Period (or if more than one  such percentage shall be so applicable, the daily average of such percentages for those days in such Interest  Period during which any such percentage shall be so applicable) under regulations issued from time to time  by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum  reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve  requirement) then applicable to such Lender with respect to liabilities or assets consisting of or including  “Eurocurrency Liabilities” (as defined in Regulation D).  The Adjusted London Interbank Offered Rate                                               7  #93052149v11 





 






   shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve  Percentage.          “Event of Default” has the meaning set forth in Section 7.01.           “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this  Agreement (or any amended or successor version that is substantively comparable and not materially more  onerous to comply with), any current or future regulations or official interpretations thereof, any agreements  entered  into  pursuant  to  Section 1471(b)(1)  of  the  Internal  Revenue  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 Internal Revenue Code.           “Federal Funds Rate” means for any day the rate per annum (rounded upward, if necessary, to the  nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions  with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on  the Business Day next succeeding such day; provided, that (i) if such day is not a Business Day, the Federal  Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so  published  on  the  next  succeeding  Business  Day,  and  (ii)  if  no  such  rate  is  so  published  on  such  next  succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,  if necessary, to the nearest 1/100th of 1%) charged by U.S. Bank on such day on such transactions as  determined by the Administrative Agent; provided, further, that if any such rate shall be less than zero, such  rate shall be deemed to be zero for the purposes of this Agreement.          “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank  of New York at http://www.newyorkfed.org or any successor source.           “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making,  purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in  the ordinary course of its activities.          “GAAP” means United States generally accepted accounting principles applied on a consistent  basis.          “Governmental Authority” means any federal, state or local government, authority, agency, central  bank, quasi-governmental authority, court or other body or entity, and any arbitrator with authority to bind  a party at law.          “Group of Loans” means at any time a group of Loans consisting of (i) all Loans which are Base  Rate Loans at such time or (ii) all Loans which are Euro-Dollar Loans of the same Type having the same  Interest Period at such time; provided, that, if a Loan of any particular Lender is converted to or made as a  Base Rate Loan pursuant to Sections 2.15 or 2.18, such Loan shall be included in the same Group or Groups  of Loans from time to time as it would have been in if it had not been so converted or made.          “Guarantee” of or by any Person means any obligation, contingent or otherwise, of such Person  guaranteeing or having the economic effect of guaranteeing any Debt of any other Person (the “primary  obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct  or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or  to purchase (or to advance or supply funds for the purchase of) any security for payment of such Debt,  (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt  of  the  payment  of  such  Debt  or  (iii) 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 Debt;                                              8  #93052149v11 





 






   provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the  ordinary course of business.          “Guarantor” has the meaning set forth in the introductory paragraph hereto.          “Guaranty” means the guaranty of the Guarantor set forth in Article X.          “Hazardous  Substances”  means  any  toxic,  caustic  or  otherwise  hazardous  substance,  including  petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent  elements displaying any of the foregoing characteristics.          “Hybrid Securities” means any trust preferred securities, or deferrable interest subordinated debt  with a maturity of at least 20 years issued by any of the Loan Parties, or any business trusts, limited liability  companies, limited partnerships (or similar entities) (i) all of the common equity, general partner or similar  interests of which are owned (either directly or indirectly through one or more Wholly Owned Subsidiaries)  at all times by the Guarantor or any of its Subsidiaries, (ii) that have been formed for the purpose of issuing  hybrid preferred securities and (iii) substantially all the assets of which consist of (A) subordinated debt of  the Guarantor or a Subsidiary of the Guarantor, as the case may be, and (B) payments made from time to  time on the subordinated debt.          “Indemnitee” has the meaning set forth in Section 9.03(b).          “Interest Period” means with respect to each Euro-Dollar Loan, a period commencing on the date  of borrowing specified in the applicable Notice of Borrowing or on the date specified in the applicable  Notice of Conversion/Continuation and ending one, two, three or six months thereafter, as the Borrower  may elect in the applicable notice; provided, that:                (i)    any Interest Period which would otherwise end on a day which is not a Business         Day shall, subject to clause (iii) below, be extended to the next succeeding Business Day unless         such Business Day falls in another calendar month, in which case such Interest Period shall end on         the next preceding Business Day;                (ii)   any Interest Period which begins on the last Business Day of a calendar month (or         on a day for which there is no numerically corresponding day in the calendar month at the end of         such Interest Period) shall, subject to clause (iii) below, end on the last Business Day of a calendar         month; and                (iii)  no Interest Period shall end after the Maturity Date.          “Interest Rate Protection Agreements” means any agreement providing for an interest rate swap,  cap or collar, or any other financial agreement designed to protect against fluctuations in interest rates.          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor  statute.           “Lender”  means  each  bank  or  other  lending  institution  listed  in Appendix  A as  having  a  Commitment,  each  Eligible  Assignee  that  becomes  a  Lender  pursuant  to Section 9.06(c) and  their  respective successors.          “Lender Default”  means (i) the failure (which has not been cured) of any Lender to (a) fund all or  any portion of its Loans within two Business Days of the date such Loans were required to be funded                                              9  #93052149v11 





 






   hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such  failure is the result of such Lender’s determination that one or more conditions precedent to funding (each  of which conditions precedent, together with any applicable default, shall be specifically identified in such  writing) has not been satisfied, or (b) pay to the Administrative Agent or any other Lender any other amount  required to be paid by it hereunder within two Business Days of the date when due, or (ii) a Lender having  notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its  funding obligations hereunder, or has made a public statement to that effect (unless such writing or public  statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based  on such Lender’s determination that a condition precedent to funding (which condition precedent, together  with any applicable default, shall be specifically identified in such writing or public statement) cannot be  satisfied), or (iii) the failure, within three Business Days after written request by the Administrative Agent  or the Borrower, of a Lender to confirm in writing to the Administrative Agent and the Borrower that it will  comply  with  its  prospective  funding  obligations  hereunder  (provided  that  a  Lender  Default  in  effect  pursuant to this clause (iii) shall be cured upon receipt of such written confirmation by the Administrative  Agent and the Borrower) or (iv) a Lender has, or has a direct or indirect parent company that has, (a) become  the subject of a proceeding under any Debtor Relief Law, or (b) had appointed for it a receiver, custodian,  conservator,  trustee,  administrator,  assignee  for  the  benefit  of  creditors  or  similar Person  charged  with  reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation  or any other state or federal regulatory authority acting in such a capacity, or (v) the Lender becomes the  subject of a Bail-In Action; provided that a Lender Default shall not exist solely by virtue of the ownership  or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a  Governmental Authority so long as such ownership interest does not result in or provide such Lender with  immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or  writs  of  attachment  on  its  assets  or  permit  such  Lender  (or  such  Governmental  Authority)  to  reject,  repudiate, disavow or disaffirm any contracts or agreements made with such Lender.           “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or  encumbrance intended to confer or having the effect of conferring upon a creditor a preferential interest.          “Loan” means a Base Rate Loan or a Euro-Dollar Loan, and “Loans” means any combination of  the foregoing.          “Loan Documents” means this Agreement and the Notes.          “London  Business  Day”  means  a  day  on  which  commercial  banks  are  open  for  international  business (including dealings in Dollar deposits) in London.           “Loan Parties” means the Borrower and the Guarantor.          “London Interbank Offered Rate” or “LIBOR” means:          (i)   for any Euro-Dollar Loan for any Interest Period, the interest rate for deposits in Dollars  for a period of time comparable to such Interest Period which appears on Reuters Screen LIBOR01 (or any  applicable successor page) at approximately 11:00 A.M. (London time) two Business Days before the first  day of such Interest Period; provided, however, that if more than one such rate is specified on Reuters  Screen LIBOR01 (or any applicable successor page), the applicable rate shall be the arithmetic mean of all  such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).  If for any reason such rate is not  available on Reuters Screen LIBOR01 (or any applicable successor page), the term “London Interbank  Offered Rate” means for any Interest Period, the arithmetic mean of the rate per annum at which deposits  in Dollars are offered by first class banks in the London interbank market to the Administrative Agent at  approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in                                             10  #93052149v11 





 






   an amount approximately equal to the principal amount of the Euro-Dollar Loan of U.S. Bank to which  such Interest Period is to apply and for a period of time comparable to such Interest Period.  To the extent  that a comparable or successor rate is chosen by the Administrative Agent in connection with any rate set  forth in this clause (i), such comparable or successor rate shall be applied in a manner consistent with market  practice.          (ii)  for  any  interest  rate  calculation  with  respect  to  a  Base  Rate  Loan,  the  interest  rate  for  deposits in Dollars for a period equal to one month (commencing on the date of determination of such  interest  rate)  which  appears  on Reuters  Screen  LIBOR01 (or  any  applicable  successor  page) at  approximately 11:00 A.M. (London time) on such date of determination (provided that if such day is not a  Business Day for which a London Interbank Offered Rate is quoted, the next preceding Business Day for  which a London Interbank Offered Rate is quoted); provided, however, that if more than one such rate is  specified on Reuters Screen LIBOR01 (or any applicable successor page), the applicable rate shall be the  arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).  If for any  reason such rate is not available on Reuters Screen LIBOR01 (or any applicable successor page), the term  “London Interbank Offered Rate” means for any applicable one-month interest period, the arithmetic mean  of the rate per annum at which deposits in Dollars are offered by first class banks in the London interbank  market  to  the  Administrative  Agent  at  approximately  11:00  A.M.  (London  time)  on  such  date  of  determination (provided that if such day is not a Business Day for which a London Interbank Offered Rate  is quoted, the next preceding Business Day for which a London Interbank Offered Rate is quoted) in an  amount approximately equal to the principal amount of the Base Rate Loan of U.S. Bank.  To the extent  that a comparable or successor rate is chosen by the Administrative Agent in connection with any rate set  forth in this clause (ii), such comparable or successor rate shall be applied in a manner consistent with  market practice.          Notwithstanding the foregoing, if the London Interbank Offered Rate determined in accordance  with the foregoing shall be less than zero, such rate shall be deemed to be zero for the purposes of this  Agreement.           “Margin Stock” means “margin stock” as such term is defined in Regulation U.          “Material Adverse Effect” means (i) any material adverse effect upon the business, assets, financial  condition or operations of the Guarantor or the Guarantor and its Subsidiaries, taken as a whole; (ii) a  material adverse effect on the ability of the Loan Parties taken as a whole to perform their obligations under  this Agreement, the Notes or the other Loan Documents or (iii) a material adverse effect on the validity or  enforceability of this Agreement, the Notes or any of the other Loan Documents.          “Material Debt” means Debt (other than the Notes) of any Loan Party in a principal or face amount  exceeding $50,000,000.          “Material Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess  of $50,000,000. For the avoidance of doubt, where any two or more Plans, which individually do not have  Unfunded Liabilities in excess of $50,000,000, but collectively have aggregate Unfunded Liabilities in  excess of $50,000,000, all references to Material Plan shall be deemed to apply to such Plans as a group.           “Material Subsidiary” means each Subsidiary of the Guarantor listed on Schedule 5.14 and each  other Subsidiary of the Guarantor designated by the Guarantor as a “Material Subsidiary” in writing to the  Administrative Agent, in either case, for so long as such Material Subsidiary shall be a Wholly Owned  Subsidiary of the Guarantor.                                              11  #93052149v11 





 






          “Maturity Date” means March 31, 2021, or, if such date is not a Business Day, the next preceding  Business Day.           “Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or,  absent any such successor, such nationally recognized statistical rating organization as the Borrower and  the Administrative Agent may select.          “Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of  Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an  obligation to make contributions or has within the preceding five plan years made contributions.          “New Lender” means with respect to any event described in Section 2.08, an Eligible Assignee  which becomes a Lender hereunder as a result of such event, and “New Lenders” means any two or more  of such New Lenders.          “Non-Defaulting Lender” means each Lender other than a Defaulting Lender, and “Non-Defaulting  Lenders” means any two or more of such Lenders.           “Non-Recourse Debt” means Debt that is nonrecourse to any Loan Party or any asset of any Loan  Party.          “Non-U.S. Lender” has the meaning set forth in Section 2.17(e).          “Note” means a promissory note, substantially in the form of Exhibit B hereto, issued at the request  of a Lender evidencing the obligation of the Borrower to repay outstanding Loans.          “Notice of Borrowing” has the meaning set forth in Section 2.03.          “Notice of Conversion/Continuation” has the meaning set forth in Section 2.06(d)(ii).          “Obligations” means:                (i)    all  principal  of  and  interest  (including,  without  limitation,  any  interest  which         accrues after the commencement of any case, proceeding or other action relating to the bankruptcy,         insolvency or reorganization of the Borrower, whether or not allowed or allowable as a claim in         any  such  proceeding)  on  any  Loan,  fees  payable under, or  any  Note  issued  pursuant  to,  this         Agreement or any other Loan Document;                (ii)   all  other  amounts  now  or  hereafter  payable  by the  Borrower and  all  other         obligations or liabilities now existing or hereafter arising or incurred (including, without limitation,         any amounts which accrue after the commencement of any case, proceeding or other action relating         to  the  bankruptcy,  insolvency  or  reorganization  of the  Borrower,  whether  or  not  allowed  or         allowable as a claim in any such proceeding) on the part of the Borrower pursuant to this Agreement         or any other Loan Document;                (iii)  all expenses of the Administrative Agent as to which the Administrative Agent has         a right to reimbursement under Section 9.03(a) hereof or under any other similar provision of any         other Loan Document;                                               12  #93052149v11 





 






                (iv)   all amounts paid by any Indemnitee as to which such Indemnitee has the right to         reimbursement under Section 9.03 hereof or under any other similar provision of any other Loan         Document; and                (v)    in the case of each of clauses (i) through (iv) above, together with all renewals,         modifications, consolidations or extensions thereof.          “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.           “Other Connection Taxes” means, with respect to the Administrative Agent or any Lender, taxes,  duties, levies, impost, deductions, charges, and withholdings and all liabilities with respect thereto imposed  as a result of a present or former connection between such Person and the jurisdiction imposing such tax  (other than connections arising from such Person having executed, delivered, become a party to, performed  its obligations under, received payments under, received or perfected a security interest under, engaged in  any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any  Loan or Loan Document).          “Other Taxes” has the meaning set forth in Section 2.17(b).          “Outstandings” means at any time, with respect to any Lender, the sum of the aggregate principal  amount of such Lender’s outstanding Loans.           “Participant” has the meaning set forth in Section 9.06(b).          “Participant Register” has the meaning set forth in Section 9.06(b).          “Patriot Act” has the meaning set forth in Section 9.13.            “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of  its functions under ERISA.          “Permitted Business” with respect to any Person means a business that is the same or similar to the  business of the Guarantor or any Subsidiary of the Guarantor as of the Effective Date, or any business  reasonably related thereto.          “Person”  means  an  individual,  a  corporation, a  partnership,  an  association,  a  limited  liability  company,  a  trust  or  an  unincorporated  association  or  any  other  entity  or  organization,  including  a  government or political subdivision or an agency or instrumentality thereof.          “Plan”  means  at  any  time  an employee  pension  benefit  plan  (including  a  Multiemployer  Plan)  which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of  the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA  Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five  years been maintained, or contributed to, by any Person which was at such time a member of the ERISA  Group for employees of any Person which was at such time a member of the ERISA Group.          “Prime Rate” means the rate of interest publicly announced by U.S. Bank from time to time as its  Prime Rate.            “Public Reporting Company” means a company subject to the periodic reporting requirements of  the Securities and Exchange Act of 1934, as amended.                                             13  #93052149v11 





 






          “Quarterly Date” means the last Business Day of each of March, June, September and December.          “Rating Agency” means S&P or Moody’s, and “Rating Agencies” means both of them.          “Register” has the meaning set forth in Section 9.06(e).          “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as  amended, or any successor regulation.          “Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as  amended, or any successor regulation.          “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank  of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the  Federal Reserve Bank of New York or any successor thereto.           “Replacement Date” has the meaning set forth in Section 2.08.          “Replacement Lender” has the meaning set forth in Section 2.08.          “Required  Lenders”  means  at  any  time  Non-Defaulting  Lenders  having  at  least 51%  of  the  aggregate amount of the Outstandings of the Non-Defaulting Lenders at such time.           “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial  Institution, a UK Resolution Authority.           “Retiring Lender” means a Lender that ceases to be a Lender hereunder pursuant to the operation  of Section 2.08.          “S&P” means Standard & Poor’s, a division of S&P Global Inc., and its successors or, absent any  such  successor,  such  nationally  recognized  statistical  rating  organization  as  the  Borrower  and  the  Administrative Agent may select.          “Sanctioned Country” means a country, region or territory that is, or whose government is, the  subject of comprehensive territorial Sanctions (currently, Crimea, Cuba, Iran, North Korea, Sudan, and  Syria).          “Sanctioned Person” means a Person that is, or is owned or controlled by Persons that are, (i) the  subject of any Sanctions, or (ii) located, organized or resident in a Sanctioned Country.          “Sanctions” means sanctions administered or enforced by OFAC, the U.S. State Department, the  European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or  any other applicable sanctions authority.           “SEC” means the Securities and Exchange Commission.          “Subsidiary” of a Person means any Corporation, a majority of the outstanding Voting Stock of  which is owned, directly or indirectly, by such Person or one or more Subsidiaries of such Person.  Unless  otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary  or Subsidiaries of the Borrower.                                                14  #93052149v11 





 






           “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan  or  similar  off-balance  sheet  financing  product  where  such  transaction  is  considered  borrowed  money  indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.          “Taxes” has the meaning set forth in Section 2.17(a).           “Type”, when used in respect of any Loan or Borrowing, shall refer to the rate by reference to  which interest on such Loan or on the Loans comprising such Borrowing is determined.          “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA  Rulebook  (as  amended  form  time  to  time)  promulgated  by  the  United  Kingdom  Prudential  Regulation  Authority) or any person subject to 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  Benchmark  Replacement  excluding  the  Benchmark Replacement Adjustment.          “Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which  (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the  assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market  value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but  unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the  extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or  any other Person under Title IV of ERISA.          “United  States”  means  the  United  States  of  America,  including  the  States  and  the  District  of  Columbia, but excluding its territories and possessions.          “U.S. Bank” means U.S. Bank National Association, and its successors.          “Voting Stock” means stock (or other interests) of a Corporation having ordinary voting power for  the election of directors, managers or trustees thereof, whether at all times or only so long as no senior class  of stock has such voting power by reason of any contingency.           “Wholly Owned Subsidiary” means, with respect to any Person at any date, any Subsidiary of such  Person  all  of the  Voting Stock  of  which  (except  directors’  qualifying  shares)  is  at  the  time directly  or  indirectly owned by such Person.          “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                                              15  #93052149v11 





 






   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 Divisions.  For all purposes under the Loan Documents, pursuant to any statutory  division or plan of division under Delaware law, including a statutory division pursuant to Section 18-217  of the Delaware Limited Liability Company Act (or any comparable event under a different state’s laws):   (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of  one or more different Persons, then such asset, right, obligation or liability shall be deemed to have been  transferred  from  the  original  Person  to  the  subsequent  Person(s)  on  the  date  such  division  becomes  effective, and (b) if any new Person comes into existence, such new Person shall be deemed to have been  organized on the first date of its existence by the holders of its equity interests on the date such division  becomes effective.          Section 1.03 LIBOR Notification.  The interest rate on Euro-Dollar Borrowings is determined  by  reference  to  the Adjusted  London  Interbank  Offered  Rate,  which  is  derived  from  LIBOR. Section  2.14(b) provides a mechanism for (a) determining an alternative rate of interest if LIBOR is no longer  available or in the other circumstances set forth in Section 2.14(b) and (b) modifying this Agreement to  give effect to such 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 or any  other matter related to LIBOR or other rates in the definition of Adjusted London Interbank Offered Rate  or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without  limitation whether any such alternative, successor or replacement reference rate, as it may or may not be  adjusted pursuant to Section 2.14(b), will have the same value as, or be economically equivalent to, the  Adjusted London Interbank Offered Rate.                                        ARTICLE II                                      THE CREDITS          Section 2.01 The Loans.  Each Lender severally agrees, on the terms and conditions set forth in  this Agreement, to make Loans denominated in Dollars to the Borrower pursuant to this Section 2.01 on  the Effective Date in an aggregate amount not to exceed such Lender’s Commitment.  Each Borrowing  shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000 and  shall  be  made  from  the  several  Lenders  ratably  in  proportion  to  their  respective  Commitments.  Each  Lender’s Commitment shall expire upon the making of the Loans on the Effective Date. Amounts borrowed  under this Section 2.01 and repaid or prepaid may not be reborrowed.           Section 2.02 [Reserved].          Section 2.03 Notice of Borrowings.  The Borrower shall give the Administrative Agent notice  (substantially in the form of Exhibit A-1 hereto (a “Notice of Borrowing”)) not later than (a) 11:30 A.M.  (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time)  on the third Business Day before each Euro-Dollar Borrowing, specifying:                (i)    the date of such Borrowing, which shall be a Business Day;                (ii)   the aggregate amount of such Borrowing;                (iii)  the initial Type of the Loans comprising such Borrowing;                 (iv)   in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period         applicable thereto, subject to the provisions of the definition of Interest Period; and                                             16  #93052149v11 





 






                (v)    the account or accounts into which the proceeds of the Borrowing shall be credited.    Notwithstanding the foregoing, no more than six (6) Groups of Euro-Dollar Loans shall be outstanding at  any one time, and any Loans which would exceed such limitation shall be made as Base Rate Loans.          Section 2.04 Notice to Lenders; Funding of Loans.          (a)   Notice to Lenders.  Upon receipt of a Notice of Borrowing, the Administrative Agent shall  promptly notify each Lender of such Lender’s ratable share (if any) of the Borrowing referred to in the  Notice of Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower.          (b)   Funding of Loans.  Not later than (a) 1:00 P.M. (New York City time) on the date of each  Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the date of each Euro-Dollar Borrowing,  each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately  available in New York City, to the Administrative Agent at its address referred to in Section 9.01.  Unless  the Administrative Agent determines that any applicable condition specified in Article IV has not been  satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available  to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time)  on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Euro- Dollar Borrowing.           (c)   Funding By the Administrative Agent in Anticipation of Amounts Due from the Lenders.   Unless  the  Administrative  Agent  shall  have  received  notice  from  a  Lender  prior  to  the  date  of  any  Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time 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 to the  Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section, and  the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such  date a corresponding amount.  If and to the extent that such Lender shall not have so made such share  available  to  the  Administrative  Agent,  such  Lender  and  the  Borrower  severally  agree  to  repay  to  the  Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for  each day from the date such amount is made available to the Borrower until the date such amount is repaid  to the Administrative Agent at (i) a rate per annum equal to the higher of the Federal Funds Rate and the  interest rate applicable thereto pursuant to Section 2.06, in the case of the Borrower, and (ii) the Federal  Funds Rate, in the case of such Lender.  Any payment by the Borrower hereunder shall be without prejudice  to any claim the Borrower may have against a Lender that shall have failed to make its share of a Borrowing  available to  the  Administrative  Agent.   If  such  Lender  shall  repay  to  the  Administrative  Agent  such  corresponding  amount,  such  amount  so  repaid  shall  constitute  such  Lender’s  Loan  included  in  such  Borrowing for purposes of this Agreement.          (d)   Obligations of Lenders Several.  The failure of any Lender to make a Loan required to be  made by it as part of any Borrowing hereunder shall not relieve any other Lender of its obligation, if any,  hereunder to make any Loan on the date of such Borrowing, but no Lender shall be responsible for the  failure of any other Lender to make the Loan to be made by such other Lender on such date of Borrowing.          Section 2.05 Noteless Agreement; Evidence of Indebtedness.          (a)   Each Lender shall maintain in accordance with its usual practice an account or accounts  evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender  from time to time, including the amounts of principal and interest payable and paid to such Lender from  time to time hereunder.                                             17  #93052149v11 





 






          (b)   The  Administrative  Agent shall  also  maintain  accounts  in  which  it  will  record  (i) the  amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (ii) the  amount of any principal or interest due and payable or to become due and payable from the Borrower to  each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder  from the Borrower and each Lender’s share thereof.          (c)   The  entries  maintained  in  the  accounts  maintained  pursuant  to  subsections (a)  and  (b)  above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded;  provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or  any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in  accordance with their terms.          (d)   Any  Lender  may  request  that  its  Loans  be  evidenced  by  a  Note.   In  such  event,  the  Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender.   Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any  assignment pursuant to Section 9.06(c)) be represented by one or more Notes payable to the order of the  payee named therein or any assignee pursuant to Section 9.06(c), except to the extent that any such Lender  or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be  evidenced as described in subsections (a) and (b) above.           Section 2.06 Interest Rates.          (a)   Interest  Rate  Options.   The  Loans  shall,  at  the  option  of  the  Borrower  and  except  as  otherwise provided herein, be incurred and maintained as, or converted into, one or more Base Rate Loans  or Euro-Dollar Loans.          (b)   Base Rate Loans.  Each Loan which is made as, or converted into, a Base Rate Loan shall  bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made as,  or converted into, a Base Rate Loan until it becomes due or is converted into a Loan of any other Type, at  a rate per annum equal to the sum of the Base Rate for such day plus the Applicable Percentage for Base  Rate Loans for such day.  Such interest shall, in each case, be payable quarterly in arrears on each Quarterly  Date and on the Maturity Date and, with respect to the principal amount of any Base Rate Loan converted  to a Euro-Dollar Loan, on the date such Base Rate Loan is so converted.  Any overdue principal of or  interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per  annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate Loans for such day.          (c)   Euro-Dollar Loans.  Each Euro-Dollar Loan shall bear interest on the outstanding principal  amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the  sum of the Adjusted London Interbank Offered Rate for such Interest Period plus the Applicable Percentage  for Euro-Dollar Loans for such day.  Such interest shall be payable for each Interest Period on the last day  thereof and, if such Interest Period is longer than three months, at intervals of three months after the first  day thereof.  Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on  demand, for each day until paid at a rate per annum equal to the sum of 2% plus the sum of (A) the Adjusted  London Interbank Offered Rate applicable to such Loan at the date such payment was due plus (B) the  Applicable Percentage for Euro-Dollar Loans for such day (or, if the circumstance described in Section 2.14  shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such  day).          (d)   Method of Electing Interest Rates.                                              18  #93052149v11 





 






                (i)    Subject  to Section 2.06(a),  the  Loans  included  in  each  Borrowing  shall  bear         interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing.          Thereafter, with respect to each Group of Loans, the Borrower shall have the option (A) to convert         all or any part of (y) so long as no Default is in existence on the date of conversion, outstanding         Base Rate Loans to Euro-Dollar Loans and (z) outstanding Euro-Dollar Loans to Base Rate Loans;         provided, in each case, that the amount so converted shall be equal to $10,000,000 or any larger         integral multiple of $1,000,000, or (B) upon the expiration of any Interest Period applicable to         outstanding Euro-Dollar Loans, so long as no Default is in existence on the date of continuation, to         continue all or any portion of such Loans, equal to $10,000,000 and any larger integral multiple of         $1,000,000 in excess of that amount as Euro-Dollar Loans.  The Interest Period of any Base Rate         Loan converted to a Euro-Dollar Loan pursuant to clause (A) above shall commence on the date of         such conversion.  The succeeding Interest Period of any Euro-Dollar Loan continued pursuant to         clause (B) above shall commence on the last day of the Interest Period of the Loan so continued.          Euro-Dollar  Loans  may  only  be  converted  on  the  last day  of  the  then  current  Interest  Period         applicable thereto or on the date required pursuant to Section 2.18.                (ii)   The  Borrower  shall  deliver  a  written  notice  of  each  such  conversion  or         continuation (a “Notice of Conversion/Continuation”) to the Administrative Agent no later than         (A) 12:00 Noon (New York City time) at least three (3) Business Days before the effective date of         the proposed conversion to, or continuation of, a Euro Dollar Loan and (B) 11:30 A.M. (New York         City time)  on  the  day  of  a  conversion  to  a Base  Rate  Loan.   A  written  Notice  of         Conversion/Continuation shall be substantially in the form of Exhibit A-2 attached hereto and shall         specify: (A) the Group of Loans (or portion thereof) to which such notice applies, (B) the proposed         conversion/continuation date (which shall be a Business Day), (C) the aggregate amount of the         Loans being converted/continued, (D) an election between the Base Rate and the Adjusted London         Interbank Offered Rate and (E) in the case of a conversion to, or a continuation of, Euro-Dollar         Loans, the requested Interest Period.  Upon receipt of a Notice of Conversion/Continuation, the         Administrative  Agent  shall  give  each  Lender  prompt  notice  of  the  contents  thereof  and  such         Lender’s pro rata share of all conversions and continuations requested therein.  If no timely Notice         of Conversion/Continuation is delivered by the Borrower as to any Euro-Dollar Loan, and such         Loan is not repaid by the Borrower at the end of the applicable Interest Period, such Loan shall be         converted automatically to a Base Rate Loan on the last day of the then applicable Interest Period.          (e)   Determination and Notice of Interest Rates.  The Administrative Agent shall determine  each interest rate applicable to the Loans hereunder.  The Administrative Agent shall give prompt notice to  the Borrower and the participating Lenders of each rate of interest so determined, and its determination  thereof shall be conclusive in the absence of manifest error.  Any notice with respect to Euro-Dollar Loans  shall, without the necessity of the Administrative Agent so stating in such notice, be subject to adjustments  in the Applicable Percentage applicable to such Loans after the beginning of the Interest Period applicable  thereto.  When during an Interest Period any event occurs that causes an adjustment in the Applicable  Percentage applicable to Loans to which such Interest Period is applicable, the Administrative Agent shall  give prompt notice to the Borrower and the Lenders of such event and the adjusted rate of interest so  determined for such Loans, and its determination thereof shall be conclusive in the absence of manifest  error.          Section 2.07 [Reserved].           Section 2.08 Replacement  of  Lenders.  If  (i)  any  Lender  has  demanded  compensation  or  indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make  Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender  (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have                                             19  #93052149v11 





 






   the right, if no Default then exists, to replace such Lender with one or more Eligible Assignees (which may  be  one  or  more  of  the  Continuing  Lenders)  (each  a  “Replacement  Lender”  and,  collectively,  the  “Replacement Lenders”) reasonably acceptable to the Administrative Agent.  The replacement of a Retiring  Lender pursuant to this Section 2.08 shall be effective on the tenth Business Day (the “Replacement Date”)  following the date of notice given by the Borrower of such replacement to the Retiring Lender and each  Continuing  Lender  through  the  Administrative  Agent,  subject  to  the  satisfaction  of  the  following  conditions:                (i)    the  Replacement  Lender  shall  have  satisfied  the  conditions  to  assignment  and         assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid         by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay to the Retiring         Lender an amount equal in the aggregate to the sum of the principal of, and all accrued but unpaid         interest on, all outstanding Loans of the Retiring Lender; and                (ii)   the Borrower shall have paid to the Administrative Agent for the account of the         Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower         pursuant to this Agreement and the other Loan Documents (other than those obligations of the         Borrower referred to in clause (i) above).          On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender  hereunder,  and  the  Retiring  Lender  shall  cease  to  constitute  a Lender  hereunder; provided,  that  the  provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit of  a Retiring Lender with respect to any Loans made or any other actions taken by such Retiring Lender while  it was a Lender.          Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender  of an amount equal to the sum of (i) the aggregate principal amount of all Loans owed to the Retiring Lender  and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including,  without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16,  2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions  of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with  respect to any Loans made or any other actions taken by such Retiring Lender while it was a Lender.          Section 2.09 Repayment of Loans.           The Loans shall mature on the Maturity Date and the Borrower shall repay to the Administrative  Agent, for the ratable account of the Lenders on the Maturity Date, the aggregate principal amount of all  Loans made to the Borrower outstanding on such date (together with accrued interest thereon and fees in  respect thereof and all other amounts owed with respect to the Obligations hereunder).          Section 2.10 Optional Prepayments and Repayments.          (a)   Prepayments of Loans.  Subject to Section 2.12, the Borrower may (i) upon at least one (1)  Business Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing or (ii) upon at least  three (3) Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in each  case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger  integral multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest  thereon to the date of prepayment.  Each such optional prepayment shall be applied to prepay ratably the  Loans of the several Lenders included in such Borrowing.                                              20  #93052149v11 





 






          (b)   Notice to Lenders.  Upon receipt of a notice of prepayment pursuant to Section 2.10(a), the  Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable  share (if any) of such prepayment, and such notice shall not thereafter be revocable by the Borrower.          Section 2.11 General Provisions as to Payments.          (a)   Payments by the Borrower.  The Borrower shall make each payment of principal of and  interest on the Loans and fees hereunder not later than 12:00 Noon (New York City time) on the date when  due, without set-off, counterclaim or other deduction, in Federal or other funds immediately available in  New York City, to the Administrative Agent at its address referred to in Section 9.01.  The Administrative  Agent  will  promptly  distribute  to  each  Lender  its  ratable  share  of  each  such  payment  received  by  the  Administrative Agent for the account of the Lenders.  Whenever any payment of principal of or interest on  the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment  thereof shall be extended to the next succeeding Business Day.  Whenever any payment of principal of or  interest on the Euro-Dollar Loans shall be due on a day which is not a Business Day, the date for payment  thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another  calendar month, in which case the date for payment thereof shall be the next preceding Business Day.  If  the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be  payable for such extended time.          (b)   Distributions by the Administrative Agent.  Unless the Administrative Agent shall have  received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder  that  the  Borrower  will  not  make  such  payment  in  full,  the  Administrative  Agent  may  assume  that  the  Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative  Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an  amount equal to the amount then due such Lender.  If and to the extent that the Borrower shall not have so  made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount  distributed  to  such  Lender  together  with  interest  thereon,  for  each  day  from  the  date  such  amount  is  distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at  the Federal Funds Rate.          Section 2.12 Funding Losses.  If the Borrower makes any payment of principal with respect to  any Euro-Dollar Loan pursuant to the terms and provisions of this Agreement (any conversion of a Euro- Dollar Loan to a Base Rate Loan pursuant to Section 2.18 being treated as a payment of such Euro-Dollar  Loan on the date of conversion for purposes of this Section 2.12) on any day other than the last day of the  Interest Period applicable thereto, or the last day of an applicable period fixed pursuant to Section 2.06(c),  or if the Borrower fails to borrow, convert or prepay any Euro-Dollar Loan after notice has been given in  accordance with the provisions of this Agreement, or in the event of payment in respect of any Euro-Dollar  Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the  Borrower pursuant to Section 2.08, the Borrower shall reimburse each Lender within fifteen (15) days after  demand for any resulting loss or expense incurred by it (and by an existing Participant in the related Loan),  including, without limitation, any loss incurred in obtaining, liquidating or employing deposits from third  parties, but excluding loss of margin for the period after any such payment or failure to borrow or prepay;  provided, that such Lender shall have delivered to the Borrower a certificate as to the amount of such loss  or expense, which certificate shall be conclusive in the absence of manifest error.          Section 2.13 Computation of  Interest  and  Fees.   Interest  on  Loans  based  on  the Prime Rate  hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the  actual number of days elapsed.  All other interest and fees shall be computed on the basis of a year of 360  days and paid for the actual number of days elapsed (including the first day but excluding the last day).                                              21  #93052149v11 





 






          Section 2.14 Basis for Determining Interest Rate Inadequate, Unfair or Unavailable.            (a)   Notwithstanding anything to the contrary in this Agreement or any other Loan Document,  if the Administrative Agent determines (which determination shall be conclusive absent manifest error)  that:                       (i)    deposits  of  a  type  and  maturity  appropriate  to  match  fund Euro-Dollar               Borrowings are not available to the Administrative Agent in the relevant market, or                       (ii)   the interest rate applicable to Euro-Dollar Borrowings for any requested               Interest Period is not ascertainable or available (including, without limitation, because the               applicable  Reuters  Screen  (or  on  any  successor  or substitute  page  on  such  screen)  is               unavailable) or does not adequately and fairly reflect the cost of making or maintaining               Euro-Dollar Borrowings,           then the Administrative Agent shall suspend the availability of Euro-Dollar Borrowings and require         any affected Euro-Dollar Borrowings to be repaid or converted to Base Rate Borrowings, subject         to the payment of any funding indemnification amounts required by Section 2.12.          (b)   Notwithstanding the foregoing or anything to the contrary in this Agreement or any other  Loan Document, if (A) an Early Opt-in Election has occurred or (B) any one or more of the following (each,  a “Benchmark Transition Event”) has occurred:                       (i)    the circumstances set forth in Section 2.14(a)(ii) have arisen (including,               without  limitation,  a  public  statement  or  publication  of  information  by  the  regulatory               supervisor for the administrator of LIBOR described in clause (ii) of this Section 2.14(b)               announcing that LIBOR is no longer representative) and such circumstances are unlikely               to be temporary;                       (ii)   ICE  Benchmark  Administration  (or  any  Person  that  has  taken  over  the               administration of LIBOR for deposits in Dollars that is acceptable to the Administrative               Agent) discontinues its administration and publication of LIBOR for deposits in Dollars;                       (iii)  a public statement or publication of information by or on behalf of the               administrator of LIBOR described in clause (ii) of this Section 2.14(b) announcing that               such  administrator  has  ceased  or  will  cease  as  of  a  specific  date  to  provide  LIBOR               (permanently or indefinitely); provided that, at the time of such statement or publication,               there is no successor administrator that is acceptable to the Administrative Agent that will               continue to provide LIBOR after such specified date; or                       (iv)    a  public  statement or  publication  of  information by  the regulatory               supervisor for the administrator of LIBOR described in clause (ii) of this Section 2.14(b),               the  U.S.  Federal  Reserve  System,  an  insolvency  official  with  jurisdiction  over  such               administrator for LIBOR, a resolution authority with jurisdiction over such administrator               for LIBOR; or a court or an entity with similar insolvency or resolution authority over such               administrator for LIBOR, which states that such administrator of LIBOR has ceased or will               cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that,               at the time of such statement or publication, there is no successor administrator that is               acceptable to the Administrative Agent that will continue to provide LIBOR after such               specified date;                                              22  #93052149v11 





 






          then  the Administrative  Agent and  the  Borrower may  amend  this  Agreement  to  replace  the         Adjusted London Interbank Offered Rate with a Benchmark Replacement.  Any such amendment         with respect to a Benchmark Transition Event will become effective on the date set forth in the         applicable amendment. Any such amendment with respect to an Early Opt-in Election will become         effective on the date that the Required Lenders have delivered to the Administrative Agent written         notice  that  such  Required  Lenders  accept  such  amendment. No  replacement  of  LIBOR  with  a         Benchmark Replacement pursuant to this Section 2.14(b) will occur prior to the date set forth in         the applicable amendment.                In connection with the implementation of a Benchmark Replacement, the Administrative         Agent will have the right to make Benchmark Replacement Conforming Changes from time to time         and,  notwithstanding  anything  to  the  contrary  herein  or  in  any  other  Loan  Document,  any         amendments  implementing  such  Benchmark  Replacement  Conforming  Changes  will  become         effective without any further action or consent of the Borrower .                The Administrative Agent will promptly notify the Borrower of (i) any occurrence of a         Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark         Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness         of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion         of any Benchmark Unavailability Period. Any determination, decision or election that may be made         by the Administrative Agent pursuant to this Section 2.14(b), including any determination with         respect  to  a  tenor,  rate  or  adjustment  or  of  the  occurrence  or  non-occurrence  of  an  event,         circumstance or date and any decision to take or refrain from taking any action, will be conclusive         and binding absent manifest error and may be made in the Administrative Agent’s sole discretion         and without consent from the Borrower, except, in each case, as expressly required pursuant to this         Section 2.14(b).                Upon notice to the Borrower by the Administrative Agent in accordance with Section 9.01         of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement         is determined in accordance with this Section 2.14(b), (y) any request pursuant to Section 2.06 that         requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Euro-Dollar         Borrowing may be revoked by the Borrower and if not revoked shall be ineffective and any such         Borrowing shall be continued as or converted to, as the case may be, a Base Rate Borrowing, and         (z) if any request pursuant to Section 2.01 requests a Euro-Dollar Borrowing, such request may be         revoked  by  the  Borrower  and  if  not  revoked  such  Borrowing  shall  be  made  as  a  Base  Rate         Borrowing.  During any Benchmark Unavailability Period, the component of Base Rate based upon         LIBOR will not be used in any determination of Base Rate.          Section 2.15 Illegality.  If, on or after the date of this Agreement, the adoption of any applicable  law,  rule  or  regulation,  or  any  change  in  any  applicable  law,  rule  or  regulation,  or  any  change  in  the  interpretation or administration thereof by any Governmental Authority, central bank or comparable agency  charged with the interpretation or administration thereof, or compliance by any Lender (or its Euro-Dollar  Lending Office) with any request or directive (whether or not having the force of law) of any such authority,  central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Euro-Dollar  Lending  Office)  to  make,  maintain  or  fund  its  Euro-Dollar  Loans  and  such  Lender  shall  so  notify  the  Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders  and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that  the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make  Euro-Dollar Loans, or to convert outstanding Loans into Euro-Dollar Loans, shall be suspended.  Before  giving  any  notice  to  the  Administrative  Agent  pursuant  to  this  Section,  such  Lender  shall  designate  a  different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will                                             23  #93052149v11 





 






   not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.  If such notice is given,  each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (a)  on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may  lawfully continue to maintain and fund such Loan to such day or (b) immediately if such Lender shall  determine that it may not lawfully continue to maintain and fund such Loan to such day.          Section 2.16 Increased Cost and Reduced Return.          (a)   Increased Costs.  If after the Effective Date, the adoption of any applicable law, rule or  regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or  administration thereof by any Governmental Authority, central bank or comparable agency charged with  the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office)  with any request or directive (whether or not having the force of law) of any such authority, central bank  or  comparable  agency  shall (i) impose,  modify  or  deem  applicable  any  reserve  (including,  without  limitation,  any  such  requirement  imposed  by  the  Board  of  Governors  of  the  Federal  Reserve  System),  special deposit, insurance assessment or similar requirement against Loans participated in by, assets of,  deposits with or for the account of or credit extended by, any Lender (or its Applicable Lending Office),  (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any participation  in any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (other  than (A) Taxes, (B) Other Taxes, (C) the imposition of, or any change in the rate of, any taxes described in  clause (i)(a) and clauses (ii) through (iv) of the definition of Taxes in Section 2.17(a), (D) Connection  Income Taxes, and (E) Taxes attributable to a Lender’s failure to comply with Section 2.17(e)) or (iii)  impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of  deposit  or  the  London  interbank  market  any  other  condition  affecting  its  Euro-Dollar  Loans,  Notes,  obligation to make Euro-Dollar Loans, and the result of any of the foregoing is to increase the cost to such  Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce  the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this  Agreement or under its Notes with respect thereto, then, within fifteen (15) days after demand by such  Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional  amount or amounts, as determined by such Lender in good faith, as will compensate such Lender for such  increased cost or reduction, solely to the extent that any such additional amounts were incurred by the  Lender within ninety (90) days of such demand.          (b)   Capital Adequacy.  If any Lender shall have determined that, after the Effective Date, the  adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity, or any change in  any  such  law,  rule  or  regulation,  or  any  change  in  the  interpretation  or  administration  thereof  by  any  Governmental  Authority,  central  bank  or  comparable  agency  charged  with  the  interpretation  or  administration thereof, or any request or directive regarding capital adequacy (whether or not having the  force of law) of any such authority, central bank or comparable agency, has or would have the effect of  reducing  the  rate  of  return  on  capital  of  such  Lender  (or  any  Person  controlling  such  Lender)  as  a  consequence of such Lender’s obligations hereunder to a level below that which such Lender (or any Person  controlling such Lender) could have achieved but for such adoption, change, request or directive (taking  into consideration its policies with respect to capital adequacy), then from time to time, within fifteen (15)  days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to  such Lender such additional amount or amounts as will compensate such Lender (or any Person controlling  such Lender) for such reduction, solely to the extent that any such additional amounts were incurred by the  Lender within ninety (90) days of such demand.          (c)   Notices.  Each Lender will promptly notify the Borrower and the Administrative Agent of  any event of which it has knowledge, occurring after the Effective Date, that will entitle such Lender to  compensation pursuant to this Section and will designate a different Applicable Lending Office if such                                             24  #93052149v11 





 






   designation  will  avoid  the  need  for,  or  reduce  the  amount  of,  such  compensation  and  will  not,  in  the  judgment  of  such  Lender,  be  otherwise  disadvantageous  to  such  Lender.   A  certificate  of any  Lender  claiming compensation under this Section and setting forth in reasonable detail the additional amount or  amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such  amount, such Lender may use any reasonable averaging and attribution methods.          (d)   Notwithstanding anything to the contrary herein, (x) the Dodd-Frank Wall Street Reform  and  Consumer  Protection  Act  and  all  requests,  rules,  guidelines  or  directives  thereunder  or issued  in  connection  therewith  and (y)  all  requests,  rules,  guidelines  or  directives  promulgated  by  the  Bank  for  International  Settlements,  the  Basel  Committee  on  Banking  Supervision  (or  any  successor  or  similar  authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in  each case be deemed to be a “change in law” under this Article II regardless of the date enacted, adopted  or issued.          Section 2.17 Taxes.          (a)   Payments Net of Certain Taxes.  Any and all payments made by or on account of any Loan  Party to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan  Document shall be made free and clear of and without deduction for any and all present or future taxes,  duties,  levies,  imposts,  deductions,  charges  and  withholdings  and  all  liabilities  with  respect  thereto,  excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes)  of, and gross receipts, franchise or similar taxes imposed on, the Administrative Agent or any Lender (a)  by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Administrative Agent  is organized or in which its principal office is located or, in the case of each Lender, in which its Applicable  Lending Office is located or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United  States withholding tax imposed on such payments, but only to the extent that such Lender is subject to  United States withholding tax at the time such Lender first becomes a party to this Agreement or changes  its  Applicable  Lending  Office (other  than  pursuant  to  an  assignment  request  by  any  Loan  Party  under  Section 2.08),  (iii)  any  backup  withholding  tax  imposed  by  the United  States  (or  any  state  or  locality  thereof) on a Lender or Administrative Agent, and (iv) any taxes imposed by FATCA (all such nonexcluded  taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to  as “Taxes”).  If any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum  payable hereunder or under any other Loan Document to any Lender or the Administrative Agent, (i) the  sum payable shall be increased as necessary so that after making all such required deductions (including  deductions  applicable  to  additional  sums  payable  under  this Section 2.17(a))  such  Lender  or the  Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had  no such deductions been made, (ii) such Loan Party shall make such deductions, (iii) such Loan Party shall  pay  the  full  amount  deducted  to  the  relevant  taxation  authority  or  other  authority  in  accordance  with  applicable law and (iv) such Loan Party shall furnish to the Administrative Agent, for delivery to such  Lender, the original or a certified copy of a receipt evidencing payment thereof.          (b)   Other Taxes.  In addition, each Loan Party agrees to pay any and all present or future stamp  or court or documentary taxes and any other excise or property taxes, or similar charges or levies, which  arise from any payment made pursuant to this Agreement, any Note or any other Loan Document or from  the  execution,  delivery,  performance,  registration  or  enforcement  of, or  otherwise  with  respect  to,  this  Agreement, any Note or any other Loan Document (collectively, “Other Taxes”).          (c)   Indemnification.  Each Loan Party agrees to jointly and severally indemnify each Lender  and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation,  any  Taxes  or  Other  Taxes  imposed  or  asserted  by  any  jurisdiction  on  amounts  payable  under  this  Section 2.17(c)), whether or not correctly or legally asserted, paid by such Lender or Agent (as the case                                             25  #93052149v11 





 






   may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect  thereto as certified in good faith to the Borrower by each Lender or Agent seeking indemnification pursuant  to this Section 2.17(c).  This indemnification shall be paid within 15 days after such Lender or Agent (as  the case may be) makes demand therefor.          (d)   Refunds or Credits.  If a Lender or the Administrative Agent receives a refund, credit or  other reduction from a taxation authority for any Taxes or Other Taxes for which it has been indemnified  by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this  Section 2.17, it shall within fifteen (15) days from the date of such receipt pay over the amount of such  refund, credit or other reduction to the Borrower (but only to the extent of indemnity payments made or  additional amounts paid by the Loan Parties under this Section 2.17 with respect to the Taxes or Other  Taxes giving rise to such refund, credit or other reduction), net of all reasonable out-of-pocket expenses of  such Lender or the Administrative Agent (as the case may be) and without interest (other than interest paid  by the relevant taxation authority with respect to such refund, credit or other reduction); provided, however,  that each Loan Party agrees to repay, upon the request of such Lender or the Administrative Agent (as the  case may be), the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender  or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such  refund or credit to such taxation authority.            (e)   Tax Forms and Certificates.  On or before the date it becomes a party to this Agreement,  from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and at  any time it changes its Applicable Lending Office: (i) each Lender that is a “United States person” within  the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the  Administrative Agent two (2) properly completed and duly executed copies of Internal Revenue Service  Form W-9, or any successor form prescribed by the Internal Revenue Service, or such other documentation  or information prescribed by applicable law or reasonably requested by the Borrower or the Administrative  Agent,  as  the  case  may  be,  certifying  that  such  Lender  is  a  United  States  person  and  is  entitled  to  an  exemption from United States backup withholding tax or information reporting requirements; and (ii) each  Lender  that  is  not  a  “United  States  person”  within  the  meaning  of  Section 7701(a)(30)  of  the  Internal  Revenue Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent: (A) two  (2) properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN- E, or any successor form prescribed by the Internal Revenue Service, (x) certifying that such Non-U.S.  Lender is entitled to the benefits under an income tax treaty to which the United States is a party which  exempts the Non-U.S. Lender from United States withholding tax or reduces the rate of withholding tax on  payments of interest for the account of such Non-U.S. Lender and (y) with respect to any other applicable  payments under or entered into in connection with any Loan Document establishing an exemption from, or  reduction of, United States withholding tax pursuant to the “business profits” or “other income” article of  such tax treaty; (B) two (2) properly completed and duly executed copies of Internal Revenue Service Form  W-8ECI, or any successor form prescribed by the Internal Revenue Service, certifying that the income  receivable pursuant to this Agreement and the other Loan Documents is effectively connected with the  conduct of a trade or business in the United States; (C) in the case of a Non-U.S. Lender claiming the  benefits  of  the  exemption  for  portfolio  interest  under  Section  871(h)  or  Section  881(c)  of  the  Internal  Revenue Code, two (2) properly completed and duly executed copies of Internal Revenue Service Form W- 8BEN or W-8BEN-E, or any successor form prescribed by the Internal Revenue Service, together with a  certificate substantially in the form of Exhibit E-1 to the effect that (x) such Non-U.S. Lender is not (1) a  “bank”  within  the  meaning  of  Section 881(c)(3)(A)  of  the  Internal  Revenue  Code,  (2) a  “10-percent  shareholder” of any Loan Party within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code,  or (3) a “controlled foreign corporation” that is described in Section 881(c)(3)(C) of the Internal Revenue  Code  (a  “U.S.  Tax  Compliance  Certificate”)  and  is  related  to  any  Loan  Party  within  the  meaning  of  Section 864(d)(4) of the Internal Revenue Code and (y) the interest payments in question are not effectively  connected with a U.S. trade or business conducted by such Non-U.S. Lender; or (D) to the extent the Non-                                            26  #93052149v11 





 






   U.S. Lender is not the beneficial owner, two (2) properly completed and duly executed copies of Internal  Revenue  Service  Form  W-8IMY,  or  any  successor form  prescribed  by  the  Internal  Revenue  Service,  accompanied by an Internal Revenue Service Form W-8ECI, W-8BEN, W-8BEN-E, W-9, and  a U.S. Tax  Compliance Certificate substantially in the form of Exhibit E-2 or E-3, from each beneficial owner, as  applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners  of such Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S.  Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct or indirect  partner. 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  fails  to  comply  with  the  applicable  reporting  requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue  Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time  or  times  prescribed  by  law  and  at  such  time  or  times  reasonably  requested  by  the  Borrower  or  the  Administrative  Agent  such  documentation  prescribed  by  applicable  law  (including  as  prescribed  by  Section 1471(b)(3)(C)(i)  of  the  Internal  Revenue  Code)  and  such  additional  documentation  reasonably  requested by the Borrower or the Administrative Agent as may be necessary for the Loan Parties 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 (e),  “FATCA”  shall  include  any  amendments made to FATCA after the date of this Agreement.  In addition, each Lender agrees that from  time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous  certification  obsolete  or  inaccurate  in  any  material  respect,  it  will  deliver  to  the  Borrower  and  the  Administrative Agent two new accurate and complete signed originals of Internal Revenue Service Form  W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY or FATCA-related documentation described above, or  successor forms, as the case may be, and such other forms as may be required in order to confirm or establish  the entitlement of such Lender to a continued exemption from or reduction in United States withholding  tax with respect to payments under this Agreement and any other Loan Document, or it shall immediately  notify the Borrower and the Administrative Agent of its inability to deliver any such form or certificate.            (f)   Exclusions.  No Loan Party shall be required to indemnify any Non-U.S. Lender, or to pay  any additional amount to any Non-U.S. Lender, pursuant to Section 2.17(a), (b) or (c) in respect of Taxes  or Other Taxes to the extent that the obligation to indemnify or pay such additional amounts would not have  arisen but for the failure of such Non-U.S. Lender to comply with the provisions of subsection (e) above.          (g)   Mitigation.  If any Loan Party is required to pay additional amounts to or for the account  of  any  Lender  pursuant  to this Section 2.17,  then  such  Lender  will  use  reasonable  efforts  (which  shall  include efforts to rebook the Loans held by such Lender to a new Applicable Lending Office, or through  another branch or affiliate of such Lender) to change the jurisdiction of its Applicable Lending Office if, in  the good faith judgment of such Lender, such efforts (i) will eliminate or, if it is not possible to eliminate,  reduce to the greatest extent possible any such additional payment which may thereafter accrue and (ii) is  not otherwise disadvantageous, in the sole determination of such Lender, to such Lender.  Any Lender  claiming  any  indemnity  payment  or  additional  amounts  payable  pursuant  to  this  Section  shall  use  reasonable efforts (consistent with legal and regulatory restrictions) to deliver to Borrower any certificate  or document reasonably requested in writing by the Borrower or to change the jurisdiction of its Applicable  Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of  any such indemnity payment or additional amounts that may thereafter accrue and would not, in the sole  determination of such Lender, be otherwise disadvantageous to such Lender.          (h)   Confidentiality.   Nothing  contained  in  this  Section  shall  require  any  Lender  or the  Administrative Agent to make available any of its tax returns (or any other information that it deems to be  confidential or proprietary).                                              27  #93052149v11 





 






          Section 2.18 Base Rate Loans Substituted for Affected Euro-Dollar Loans.  If (a) the obligation  of  any  Lender  to  make  or  maintain,  or  to  convert  outstanding  Loans  to,  Euro-Dollar  Loans  has  been  suspended pursuant to Section 2.15 or (b) any Lender has demanded compensation under Section 2.16(a)  with respect to its Euro-Dollar Loans and, in any such case, the Borrower shall, by at least four Business  Days’ prior notice to such Lender through the Administrative Agent, have elected that the provisions of this  Section  shall  apply  to  such  Lender,  then,  unless  and  until  such  Lender  notifies  the  Borrower  that  the  circumstances giving rise to such suspension or demand for compensation no longer apply:                (i)    all Loans which would otherwise be made by such Lender as (or continued as or         converted  into)  Euro-Dollar  Loans  shall  instead  be  Base  Rate  Loans  (on  which  interest  and         principal  shall  be  payable  contemporaneously  with  the  related  Euro-Dollar  Loans  of  the  other         Lenders); and                (ii)   after each of its Euro-Dollar Loans has been repaid, all payments of principal that         would otherwise be applied to repay such Loans shall instead be applied to repay its Base Rate         Loans.   If such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the  principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day  of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Lenders.                                        ARTICLE III                                       [RESERVED]                                        ARTICLE IV                                       CONDITIONS          Section 4.01 Conditions to Closing.  The obligation of each Lender to make a Loan hereunder  is subject to the satisfaction of the following conditions:          (a)   This Agreement.  The Administrative Agent shall have received counterparts hereof signed  by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have  been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex, facsimile  or other written confirmation from such party of execution of a counterpart hereof by such party) to be held  in escrow and to be delivered to the Borrower upon satisfaction of the other conditions set forth in this  Section 4.01.          (b)   Notes.  On or prior to the Effective Date, the Administrative Agent shall have received a  duly executed Note for the account of each Lender requesting delivery of a Note pursuant to Section 2.05.          (c)   Officers’ Certificate.  The Administrative Agent shall have received a certificate dated the  Effective Date signed on behalf of each Loan Party by any Authorized Officer of such Loan Party stating  that (A) on the Effective Date and after giving effect to the Loans being made on the Effective Date, no  Default shall have occurred and be continuing, and (B) the representations and warranties of such Loan  Party contained in the Loan Documents are true and correct on and as of the Effective Date, except to the  extent that such representations and warranties specifically refer to an earlier date, in which case they were  true and correct as of such earlier date.          (d)   Secretary’s  Certificates.   On  the  Effective  Date,  the  Administrative  Agent  shall  have  received (i) a certificate of the Secretary of State (or equivalent body) of the jurisdiction of incorporation  dated as of a recent date, as to the good standing of each Loan Party and (ii) a certificate of the Secretary                                             28  #93052149v11 





 






   or  an  Assistant  Secretary  of  each  Loan  Party  dated  the  Effective  Date  and  certifying  (A) that  attached  thereto is a true, correct and complete copy of (x) the articles of incorporation of such Loan Party certified  by the Secretary of State (or equivalent body) of the jurisdiction of incorporation of such Loan Party and  (y) the bylaws of such Loan Party, (B) as to the absence of dissolution or liquidation proceedings by or  against such Loan Party, (C) that attached thereto is a true, correct and complete copy of resolutions adopted  by the board of directors of such Loan Party authorizing the execution, delivery and performance of the  Loan Documents to which such Loan Party is a party and each other document delivered in connection  herewith or therewith and that such resolutions have not been amended and are in full force and effect on  the date of such certificate and (D) as to the incumbency and specimen signatures of each officer of such  Loan Party executing the Loan Documents to which such Loan Party is a party or any other document  delivered in connection herewith or therewith.          (e)   Opinions of Counsel.  On the Effective Date, the Administrative Agent shall have received  from counsel to the Loan Parties, opinions addressed to the Administrative Agent and each Lender, dated  the Effective Date, substantially in the form of Exhibit D hereto.          (f)   Consents.  All necessary governmental (domestic or foreign), regulatory and third party  approvals, if any, authorizing borrowings hereunder in connection with the transactions contemplated by  this Agreement and the other Loan Documents shall have been obtained and remain in full force and effect,  in each case without any action being taken by any competent authority which could restrain or prevent  such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse  conditions upon the consummation of such transactions.          (g)   Payment of Fees.  All costs, fees and expenses due to the Administrative Agent and the  Lenders accrued through the Effective Date shall have been paid in full.          (h)   Counsel  Fees.   The  Administrative  Agent  shall  have  received  full  payment  from  the  Borrower of the fees and expenses of Davis Polk & Wardwell LLP described in Section 9.03 which are  billed through the Effective Date and which have been invoiced one Business Day prior to the Effective  Date.          (i)   Know Your Customer.  The Administrative Agent and each Lender shall have received all  documentation  and  other  information  required  by  regulatory  authorities  under  applicable  “know  your  customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act,  as has been reasonably requested in writing.          (j)   Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing  as required by Section 2.03.          (k)   No Default.  Immediately before and after giving effect to the making of the Loans on the  Effective Date, no Default shall have occurred and be continuing.           (l)   Representations and Warranties. The representations and warranties of the Loan Parties  contained in this Agreement and the other Loan Documents shall be true and correct on and as of the  Effective Date, except to the extent that such representations and warranties specifically refer to an earlier  date, in which case they were true and correct as of such earlier date.                                              29  #93052149v11 





 






                                         ARTICLE V                         REPRESENTATIONS AND WARRANTIES          The Guarantor represents and warrants that, and as to the Borrower, the Borrower represents and  warrants that:          Section 5.01 Status.  The Borrower is a corporation duly organized, validly existing and in good  standing under the laws of the State of Delaware and has the corporate authority to execute and deliver this  Agreement and each other Loan Document to which it is a party and perform its obligations hereunder and  thereunder.  The Guarantor is a corporation duly organized, validly existing and in good standing under the  laws of the Commonwealth of Pennsylvania and has the corporate authority to execute and deliver this  Agreement and each other Loan Document to which it is a party and perform its obligations hereunder and  thereunder.          Section 5.02 Authority; No Conflict.  The execution, delivery and performance by each Loan  Party of this Agreement and each other Loan Document to which it is a party have been duly authorized by  all necessary corporate action and do not violate (i) any provision of law or regulation, or any decree, order,  writ or judgment, (ii) any provision of its articles of incorporation or bylaws, or (iii) result in the breach of  or constitute a default under any indenture or other agreement or instrument to which such Loan Party is a  party.          Section 5.03 Legality; Etc.  This Agreement and each other Loan Document (other than the  Notes) to which such Loan Party is a party constitute the legal, valid and binding obligations of such Loan  Party, and the Notes, when executed and delivered in accordance with this Agreement, will constitute legal,  valid and binding obligations of the Borrower, in each case enforceable against the Borrower in accordance  with  their  terms  except  to  the  extent  limited  by  (a) bankruptcy,  insolvency,  fraudulent  conveyance  or  reorganization laws or by other similar laws relating to or affecting the enforceability of creditors’ rights  generally  and  by  general  equitable  principles  which  may  limit  the  right  to  obtain  equitable  remedies  regardless of whether enforcement is considered in a proceeding of law or equity or (b) any applicable  public policy on enforceability of provisions relating to contribution and indemnification.          Section 5.04 Financial Condition.          (a)   Audited Financial Statements.  The consolidated balance sheet of the Guarantor and its  Consolidated Subsidiaries as of December 31, 2019 and the related consolidated statements of income and  cash flows for the fiscal year then ended, reported on by Ernst & Young, LLP, copies of which have been  delivered to each of the Administrative Agent and the Lenders, fairly present, in conformity with GAAP,  the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and  their consolidated results of operations and cash flows for such fiscal year.          (b)   [Intentionally Omitted].          (c)   Material  Adverse  Change.   Since December  31, 2019 there has  been  no  change  in  the  business,  assets,  financial  condition  or  operations  of  the  Guarantor  and  its  Consolidated  Subsidiaries,  considered as a whole that would materially and adversely affect the Guarantor’s ability to perform any of  its obligations under this Agreement, the Notes or the other Loan Documents.  Since December 31, 2019  there has been no change in the business, assets, financial condition or operations of the Borrower that  would materially and adversely affect the Borrower’s ability to perform any of its obligations under this  Agreement, the Notes or the other Loan Documents.                                              30  #93052149v11 





 






          Section 5.05 Litigation.   Except  as  disclosed  in  or  contemplated  by the  financial  statements  referenced in Section 5.04(a) above, or any subsequent report of the Guarantor filed with the SEC on a  Form 10-K, 10-Q or 8-K Report or otherwise furnished in writing to the Administrative Agent and each  Lender,  no  litigation,  arbitration  or  administrative  proceeding  against  the  Guarantor  or  any  of its  Subsidiaries is pending or, to the Guarantor’s knowledge, threatened, which would reasonably be expected  to materially and adversely affect the ability of any Loan Party to perform any of its obligations under this  Agreement, the Notes or the other Loan Documents.  There is no litigation, arbitration or administrative  proceeding pending or, to the knowledge of any Loan Party, threatened which questions the validity of this  Agreement or the other Loan Documents to which it is a party.          Section 5.06 No Violation.  No part of the proceeds of the borrowings by hereunder will be  used, directly or indirectly by the Borrower for the purpose of purchasing or carrying any “margin stock”  within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or for any  other purpose which violates, or which conflicts with, the provisions of Regulations U or X of said Board  of Governors. The Borrower is not engaged principally, or as one of its important activities, in the business  of extending credit for the purpose of purchasing or carrying any such “margin stock”.          Section 5.07 ERISA.  Each member of the ERISA Group has fulfilled its obligations under the  minimum funding standards of ERISA and the Internal Revenue Code with respect to each Material Plan  and is in compliance in all material respects with the presently applicable provisions of ERISA and the  Internal Revenue Code with respect to each Material Plan.  No member of the ERISA Group has (i) sought  a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of  any  Material  Plan,  (ii) failed  to  make  any  contribution  or  payment  to  any  Material  Plan,  or  made  any  amendment to any Material Plan, which has resulted or could result in the imposition of a Lien or the  posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any material  liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of  ERISA.          Section 5.08 Governmental  Approvals.   No  authorization,  consent  or  approval  from  any  Governmental Authority is required for the execution, delivery and performance by any Loan Party of this  Agreement, the Notes and the other Loan Documents to which it is a party and except such authorizations,  consents and approvals as shall have been obtained prior to the Effective Date and shall be in full force and  effect.          Section 5.09 Investment  Company  Act.  Neither  the  Borrower  nor  the  Guarantor  is  an  “investment  company”  within  the  meaning  of  the  Investment  Company  Act  of  1940,  as  amended,  or  required to register as an investment company under such Act.          Section 5.10 Tax Returns and Payments.  Each Loan Party has filed or caused to be filed all  Federal, state, local and foreign income tax returns required to have been filed by it and has paid or caused  to be paid all income taxes shown to be due on such returns except income taxes that are being contested  in good faith by appropriate proceedings and for which such Loan Party shall have set aside on its books  appropriate  reserves  with  respect  thereto  in  accordance  with  GAAP  or  that  would  not  reasonably  be  expected to have a Material Adverse Effect.          Section 5.11 Compliance with Laws.            (a)   To  the  knowledge  of  the Guarantor,  the  Guarantor  and  its Material Subsidiaries are  in  compliance with all applicable laws, regulations and orders of any Governmental Authority, domestic or  foreign,  in  respect  of  the  conduct  of  their  respective  businesses  and  the  ownership  of  their  respective  property (including, without limitation, compliance with all applicable ERISA and Environmental Laws                                             31  #93052149v11 





 






   and the requirements of any permits issued under such Environmental Laws), except to the extent (i) such  compliance is being contested in good faith by appropriate proceedings or (ii) non-compliance would not  reasonably be expected to materially and adversely affect the ability of the Loan Parties to perform any of  their respective obligations under this Agreement, the Notes or any other Loan Document to which they are  a party.            (b)   To the knowledge of the Borrower, the Borrower is in compliance with all applicable laws,  regulations and orders of any Governmental Authority, domestic or foreign, in respect of the conduct of its  business,  except  to  the  extent  (i)  such  compliance  is  being  contested  in  good  faith  by  appropriate  proceedings or (ii) non-compliance would not reasonably be expected to materially and adversely affect the  ability of the Borrower to perform any of its obligations under this Agreement, the Notes or any other Loan  Document to which it is a party.          Section 5.12 No Default.  No Default has occurred and is continuing.          Section 5.13 Environmental Matters.          (a)   Except (x) as disclosed in or contemplated by the financial statements referenced in Section  5.04(a) above, or in any subsequent report of the Guarantor filed with the SEC on a Form 10-K, 10-Q or 8- K Report, or otherwise furnished in writing to the Administrative Agent and each Lender, or (y) to the  extent that the liabilities of the Guarantor and its Subsidiaries, taken as a whole, that relate to or could  reasonably  be  expected  to  result  from  the  matters  referred  to  in  clauses (i)  through  (iii) below of  this  Section 5.13(a), inclusive, would not reasonably be expected to result in a Material Adverse Effect:                (i)    no notice, notification, citation, summons, complaint or order has been received         by the Guarantor or any of its Subsidiaries, no penalty has been assessed nor is any investigation         or review pending or, to the Guarantor’s or any of its Subsidiaries’ knowledge, threatened by any         governmental  or  other  entity  with  respect  to  any  (A)  alleged  violation  by  or  liability  of  the         Guarantor or any of its Subsidiaries of or under any Environmental Law, (B) alleged failure by the         Guarantor or any of its Subsidiaries to have any environmental permit, certificate, license, approval,         registration  or  authorization  required  in  connection  with  the  conduct  of  its  business  or  (C)         generation, storage, treatment, disposal, transportation or release of Hazardous Substances;                (ii)   to the Guarantor’s or any of its Subsidiaries’ knowledge, no Hazardous Substance         has been released (and no written notification of such release has been filed) (whether or not in a         reportable or threshold planning quantity) at, in, from, on or under any property now or previously         owned, leased or operated by the Guarantor or any of its Subsidiaries; and                (iii)  no property now or previously owned, leased or operated by the Guarantor or any         of its Subsidiaries or, to the Guarantor’s or any of its Subsidiaries’ knowledge, any property to         which the Guarantor or any of its Subsidiaries has, directly or indirectly, transported or arranged         for the transportation of any Hazardous Substances, is listed or, to the Guarantor’s or any of its         Subsidiaries’ knowledge, proposed for listing, on the National Priorities List promulgated pursuant         to  the  Comprehensive  Environmental  Response,  Compensation  and  Liability  Act  of  1980,  as         amended (“CERCLA”), on CERCLIS (as defined in CERCLA) or on any similar federal, state or         foreign list of sites requiring investigation or clean-up.          (b)   Except as disclosed in or contemplated by the financial statements referenced in Section  5.04(a) above, or in any subsequent report of the Guarantor filed with the SEC on a Form 10-K, 10-Q or 8- K Report, or otherwise furnished in writing to the Administrative Agent and each Lender, to the Guarantor’s                                              32  #93052149v11 





 






   knowledge, there are no Environmental Liabilities that have resulted or could reasonably be expected to  result in a Material Adverse Effect.          (c)   For purposes of this Section 5.13, the terms “the Guarantor” and “Subsidiary” shall include  any business or business entity (including a corporation) which is a predecessor, in whole or in part, of the  Guarantor or any of its Subsidiaries from the time such business or business entity became a Subsidiary of  the Guarantor.          Section 5.14 Material Subsidiaries and Ownership.            (a)   As of the Effective Date, (i) Schedule 5.14 states the name of each of the Guarantor’s  Material Subsidiaries and its jurisdiction or jurisdictions of organization or incorporation, as applicable, (ii)  except as disclosed in Schedule 5.14, each such Subsidiary is a Wholly Owned Subsidiary of the Guarantor,  and (iii) each of the Guarantor’s Material Subsidiaries is in good standing in the jurisdiction or jurisdictions  of its organization or incorporation, as applicable, and has all corporate or other organizational powers to  carry on its businesses except where failure to do so would not reasonably be expected to have a Material  Adverse Effect.            (b)   Each of the Guarantor’s Material Subsidiaries is duly organized or incorporated and validly  existing under the laws of the jurisdiction or jurisdictions of its organization or incorporation, as applicable.            Section 5.15 OFAC.  None of the Borrower, the Guarantor any Subsidiary of the Guarantor,  nor, to the knowledge of the Guarantor or the Borrower, any director, officer, or Affiliate of the Borrower,  the Guarantor or any of its Subsidiaries: (i) is a Sanctioned Person, (ii) has more than 10% of its assets in  Sanctioned Persons or in Sanctioned Countries, or (iii) derives more than 10% of its operating income from  investments in, or transactions with Sanctioned Persons or Sanctioned Countries.  The proceeds of any  Loan will not be used, directly or indirectly, to fund any activities or business of or with any Sanctioned  Person, or in any Sanctioned Country.          Section 5.16 Anti-Corruption.  None of the Borrower, the Guarantor or any of its Subsidiaries  nor, to the knowledge of the Borrower or the Guarantor, any director, officer, agent, employee or other  person acting on behalf of the Borrower or the Guarantor or any of its Subsidiaries is aware of or has taken  any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt  Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other  applicable anti-corruption law; and the Loan Parties have instituted and maintain policies and procedures  designed to ensure continued compliance therewith.  No part of the proceeds of the Loans will be used,  directly or indirectly, for any payments to any governmental official or employee, political party, official  of a political party, candidate for political office, or anyone else acting in an official capacity in violation  of the FCPA or any other applicable anti-corruption law.                                        ARTICLE VI                                       COVENANTS          Each Loan Party agrees that so long as any Lender has any Commitment hereunder or any amount  payable hereunder or under any Note or other Loan Document remains unpaid:          Section 6.01 Information.  The Loan Parties will deliver or cause to be delivered to each of the  Lenders (it being understood that the posting of the information required in clauses (a), (b) and (f) of this  Section 6.01 on the Borrower’s website or the Guarantor’s website (http://www.pplweb.com) or making  such information available on IntraLinks, SyndTrak (or similar service) shall be deemed to be effective  delivery to the Lenders):                                             33  #93052149v11 





 






          (a)   Annual Financial Statements.  Promptly when available and in any event within ten (10)  days after the date such information is required to be delivered to the SEC (or, if the Guarantor is not a  Public Reporting Company, within one hundred and five (105) days after the end of each fiscal year of the  Guarantor), a consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as of the end  of such fiscal year and the related consolidated statements of income and cash flows for such fiscal year  and accompanied by an opinion thereon by independent public accountants of recognized national standing,  which  opinion  shall  state  that  such  consolidated  financial  statements  present  fairly  the  consolidated  financial  position  of  the  Guarantor  and  its  Consolidated  Subsidiaries  as  of  the  date  of  such  financial  statements  and  the  results  of  their  operations  for  the  period  covered  by  such  financial  statements  in  conformity with GAAP applied on a consistent basis.          (b)   Quarterly Financial Statements.  Promptly when available and in any event within ten (10)  days after the date such information is required to be delivered to the SEC (or, if the Guarantor is not a  Public Reporting Company, within sixty (60) days after the end of each quarterly fiscal period in each fiscal  year of the Guarantor (other than the last quarterly fiscal period of the Guarantor)), a consolidated balance  sheet  of  the  Guarantor  and  its Consolidated  Subsidiaries  as  of  the  end  of  such  quarter  and  the  related  consolidated statements of income and cash flows for such fiscal quarter,  all certified (subject to normal  year-end  audit  adjustments)  as  to  fairness  of  presentation,  GAAP  and  consistency  by  any  Authorized  Officer of the Guarantor.          (c)   Officer’s Certificate.  Simultaneously with the delivery of each set of financial statements  referred to in subsections (a) and (b) above, a certificate of any Authorized Officer of the Guarantor, (i)  setting forth in reasonable detail the calculations required to establish compliance with the requirements of  Section 6.09 on the date of such financial statements and (ii) stating whether there exists on the date of such  certificate any Default and, if any Default then exists, setting forth the details thereof and the action which  the applicable Loan Party is taking or proposes to take with respect thereto.          (d)   Default.   Forthwith  upon  acquiring  knowledge  of  the  occurrence  of  any  (i) Default  or  (ii) Event of Default, in either case a certificate of an Authorized Officer of the applicable Loan Party setting  forth the details thereof and the action which the applicable Loan Party is taking or proposes to take with  respect thereto.          (e)   Change  in  Borrower’s  Ratings.   Promptly,  upon  any  Authorized  Officer  obtaining  knowledge of any change in a Borrower’s Rating, a notice of such Borrower’s Rating in effect after giving  effect to such change.          (f)   Securities Laws Filing.  To the extent the Guarantor or the Borrower is a Public Reporting  Company, promptly when available and in any event within ten (10) days after the date such information  is required to be delivered to the SEC, a copy of any Form 10-K Report to the SEC and a copy of any Form  10-Q Report to the SEC, and promptly upon the filing thereof, any other filings with the SEC.          (g)   ERISA Matters.  If and when any member of the ERISA Group:  (i) gives or is required to  give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to  any Material Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA,  or knows that the plan administrator of any Material Plan has given or is required to give notice of any such  reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC;  (ii) receives, with respect to any Material Plan that is a Multiemployer Plan, notice of any complete or  partial  withdrawal  liability  under  Title  IV  of  ERISA,  or  notice  that  any  Multiemployer  Plan  is  in  reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the  PBGC under Title IV of ERISA of an intent to terminate, impose material liability (other than for premiums  under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Material Plan, a copy of                                             34  #93052149v11 





 






   such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal  Revenue Code with respect to a Material Plan, a copy of such application; (v) gives notice of intent to  terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with  the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of  such notice; or (vii) fails to make any payment or contribution to any Plan or makes any amendment to any  Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security,  a copy of such notice, and in each case a certificate of the chief accounting officer or controller of the  Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable  member of the ERISA Group is required or proposes to take.          (h)   Other  Information.   From  time  to  time  such  additional  financial  or  other  information  regarding the financial condition, results of operations, properties, assets or business of the Guarantor or  any of its Subsidiaries as any Lender may reasonably request, and to the extent such Loan Party is a “legal  entity  customer”  under  the  Beneficial  Ownership  Regulation,  such  certifications  as  to  its  beneficial  ownership as any Lender shall reasonably request to enable such Lender to comply with the Beneficial  Ownership Regulation.            Each Loan Party hereby acknowledges that (a) the Administrative Agent will make available to the  Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively,  “Borrower  Materials”)  by  posting  the  Borrower Materials  on  IntraLinks, SyndTrak or  another  similar  electronic  system  (the  “Platform”)  and  (b) certain  of  the  Lenders  may  be  “public-side”  Lenders  (i.e.,  Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their  respective  securities)  (each,  a “Public  Lender”).   Each  Loan  Party  hereby  agrees  that  it  will  use  commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed  to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked  “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first  page  thereof;  (x) by  marking  Borrower  Materials  “PUBLIC,”  the  Borrower  shall  be  deemed  to  have  authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing  any material non-public information (although it may be sensitive and proprietary) with respect to any Loan  Party or its securities for purposes of United States Federal and state securities laws (provided, however,  that to the extent such Borrower Materials constitute Information (as defined below), they shall be treated  as  set  forth  in Section 9.12);  (y) all  Borrower  Materials  marked  “PUBLIC”  are  permitted  to  be  made  available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent  shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for  posting  (subject  to Section 9.12)  on  a  portion  of  the  Platform  not  designated  “Public  Investor.”   “Information” means all information received from the Guarantor or any of its Subsidiaries relating to the  Guarantor or any of its Subsidiaries or any of their respective businesses, other than any such information  that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure  by the Guarantor or any of its Subsidiaries; provided that, in the case of information received from the  Guarantor or any of its Subsidiaries after the Effective Date, such information is clearly identified at the  time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as  provided in this Section shall be considered to have complied with its obligation to do so if such Person has  exercised the same degree of care to maintain the confidentiality of such Information as such Person would  accord to its own confidential information.          Section 6.02 Maintenance  of  Insurance.  Each  Loan  Party  will  maintain,  or  cause  to  be  maintained, insurance with financially sound (determined in the reasonable judgment of the Borrower) and  responsible companies in such amounts (and with such risk retentions) and against such risks as is usually                                              35  #93052149v11 





 






   carried by owners of similar businesses and properties in the same general areas in which such Loan Party  operates.          Section 6.03 Conduct  of  Business  and  Maintenance  of  Existence.   Each  Loan  Party  will  (a) continue to engage in businesses of the same general type as now conducted by such Loan Party and, in  the case of the Guarantor, its Subsidiaries and businesses related thereto or arising out of such businesses,  except to the extent that the failure to maintain any existing business would not have a Material Adverse  Effect and (b) except as otherwise permitted in Section 6.07, preserve, renew and keep in full force and  effect, and will cause each of its Subsidiaries to preserve, renew and keep in full force and effect, their  respective  corporate  (or  other  entity)  existence  and  their  respective  rights,  privileges  and  franchises  necessary or material to the normal conduct of business, except, in each case, where the failure to do so  could not reasonably be expected to have a Material Adverse Effect.          Section 6.04 Compliance  with Laws, Etc.  Each Loan Party will comply with all applicable  laws, regulations and orders of any Governmental Authority, domestic or foreign, in respect of the conduct  of  its  business  and  the  ownership  of  its  property  (including,  without  limitation,  compliance  with  all  applicable  ERISA  and  Environmental  Laws  and  the  requirements  of  any  permits  issued  under  such  Environmental  Laws),  except  to  the  extent  (a) such  compliance  is  being  contested  in  good  faith  by  appropriate proceedings or (b) noncompliance could not reasonably be expected to have a Material Adverse  Effect.          Section 6.05 Books  and  Records.   Each  Loan  Party  (a) will  keep, and,  in  the  case  of  the  Guarantor, will cause each of its Subsidiaries to keep, proper books of record and account in conformity  with GAAP and (b) will permit representatives of the Administrative Agent and each of the Lenders to visit  and inspect any of their respective properties, to examine and make copies from any of their respective  books and records and to discuss their respective affairs, finances and accounts with their officers, any  employees and independent public accountants, all at such reasonable times and as often as may reasonably  be desired; provided, that, the rights created in this Section 6.05 to “visit”, “inspect”, “discuss” and copy  shall not extend to any matters which such Loan Party deems, in good faith, to be confidential, unless the  Administrative Agent and any such Lender agree in writing to keep such matters confidential.          Section 6.06 Use of Proceeds.  The proceeds of the Loans made under this Agreement will be  used  by  the  Borrower  for  general  corporate  purposes  of  the  Borrower  and  its  Affiliates,  including  for  working capital purposes and for making investments in or loans to the Guarantor and Affiliates of the Loan  Parties.   No such use of the proceeds for general corporate purposes will be, directly or indirectly, for the  purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock within the  meaning of Regulation U.  The proceeds of any Loan will not be used, directly or indirectly, to fund any  activities or business of or with any Sanctioned Person, or in any Sanctioned Country.          Section 6.07 Merger or Consolidation.  No Loan Party will merge with or into or consolidate  with or into any other corporation or entity, unless (a) immediately after giving effect thereto, no event shall  occur and be continuing which constitutes a Default, (b) the surviving or resulting Person, as the case may  be, assumes and agrees in writing to pay and perform all of the obligations of such Loan Party under this  Agreement, (c) in the case of the Guarantor, substantially all of the consolidated assets and consolidated  revenues of the surviving or resulting Person, as the case may be, are anticipated to come from the utility  or  energy  businesses  and  (d) in  the  case  of  the  Borrower,  the senior  unsecured  long-term  debt  ratings  (without giving effect to any third party credit enhancement except for a guaranty of the Guarantor or a  permitted successor) from both Rating Agencies of the surviving or resulting Person, as the case may be,  immediately following the merger or consolidation is equal to or greater than the Borrower’s Ratings from  both Rating Agencies immediately preceding the announcement of such consolidation or merger.                                              36  #93052149v11 





 






          Section 6.08 Asset Sales.  Except for the sale of assets required to be sold to conform with  governmental requirements, the Guarantor and its Material Subsidiaries shall not consummate any Asset  Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters  immediately preceding any date of determination would exceed 25% of the total assets of the Guarantor  and its Consolidated Subsidiaries as of the beginning of the Guarantor’s most recently ended full fiscal  quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation  specified above: (a) if any such Asset Sale is in the ordinary course of business of the Guarantor and its  Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary  in connection with the operation of the businesses of the Guarantor or its Subsidiaries; (c) if the assets  subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Guarantor; (d) if  the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or  reinvested by the Guarantor or any Subsidiary in a Permitted Business, (ii) are used by the Guarantor or  any Subsidiary to repay Debt of the Guarantor or such Subsidiary, or (iii) are retained by the Guarantor or  any  Subsidiary;  or  (e) if,  prior  to  any  such  Asset  Sale,  both  Rating  Agencies  confirm  the  then-current  Borrower’s Ratings after giving effect to any such Asset Sale.          Section 6.09 Consolidated Debt to Consolidated Capitalization Ratio.  The ratio of Consolidated  Debt of the Guarantor to Consolidated Capitalization of the Guarantor shall not exceed 70%, measured as  of the end of each fiscal quarter.                                        ARTICLE VII                                        DEFAULTS          Section 7.01 Events  of  Default.   If  one  or  more  of  the  following  events  (each  an  “Event  of  Default”) shall have occurred and be continuing:          (a)   neither  Loan  Party shall  pay  when  due  any  principal  on  any  Loans  or  Reimbursement  Obligations; or          (b)   neither  Loan  Party shall pay  when  due  any  interest  on  the  Loans  and  Reimbursement  Obligations, any fee or any other amount payable hereunder or under any other Loan Document for five (5)  days following the date such payment becomes due hereunder; or          (c)   any  Loan  Party shall  fail  to  observe  or  perform  any of  its covenants or  agreements  contained in Sections 6.05(b), 6.06, 6.07, 6.08 or 6.09; or           (d)   any  Loan  Party shall  fail  to  observe  or  perform  any of  its covenants or  agreements  contained in Section 6.01(d)(i) for 30 days after any such failure or in Section 6.01(d)(ii) for ten (10) days  after any such failure; or          (e)   any  of  the  Loan  Parties  shall  fail  to  observe  or  perform  any  covenant  or  agreement  contained in this Agreement or any other Loan Document (other than those covered by clauses (a), (b), (c)  or (d) above) for thirty (30) days after written notice thereof has been given to the defaulting party by the  Administrative Agent, or at the request of the Required Lenders; or          (f)   any representation, warranty or certification made by any Loan Party in this Agreement or  any other Loan Document or in any certificate, financial statement or other document delivered pursuant  hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; or          (g)   any Loan Party shall (i) fail to pay any principal or interest, regardless of amount, due in  respect of any Material Debt beyond any period of grace provided with respect thereto, or (ii) fail to observe                                             37  #93052149v11 





 






   or perform any other term, covenant, condition or agreement contained in any agreement or instrument  evidencing or governing any such Material Debt beyond any period of grace provided with respect thereto  if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such  Debt or a trustee on its or their behalf to cause, such Debt to become due prior to its stated maturity; or          (h)   any Loan Party shall commence a voluntary case or other proceeding seeking liquidation,  reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other  similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian  or other similar official of it or any substantial part of its property, or shall consent to any such relief or to  the appointment of or taking possession by any such official in an involuntary case or other proceeding  commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally  to pay, or shall admit in writing its inability to pay, its debts as they become due, or shall take any corporate  action to authorize any of the foregoing; or          (i)   an  involuntary  case  or  other  proceeding  shall  be  commenced  against  any  Loan  Party  seeking  liquidation,  reorganization  or  other relief  with  respect  to  it  or  its  debts  under  any  bankruptcy,  insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver,  liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary  case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for  relief shall be entered against any Loan Party under the Bankruptcy Code; or          (j)   any  member  of  the  ERISA  Group  shall  fail  to pay  when  due  an  amount  or  amounts  aggregating in excess of $50,000,000 which it shall have become liable to pay under Title IV of ERISA; or  notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the  ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute  proceedings under Title IV of ERISA  to terminate, to impose liability (other than for premiums under  Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan;  or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating  that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or  default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer  Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a  current payment obligation in excess of $50,000,000; or          (k)   any Loan Party shall fail within sixty (60) days to pay, bond or otherwise discharge any  judgment or order for the payment of money in excess of $20,000,000, entered against it that is not stayed  on appeal or otherwise being appropriately contested in good faith; or          (l)   a Change of Control shall have occurred; or          (m)   the  Guaranty  shall  cease  to  be in  full  force or  effect  or  shall  be  found  by  any  judicial  proceeding  to  be  unenforceable  or  invalid; or  the  Guarantor  shall  deny  or  disaffirm  in  writing  the  Guarantor’s obligations under the Guaranty;   then, and in every such event, while such event is continuing, the Administrative Agent shall if requested  by the Lenders holding more than 50% of the sum of the aggregate outstanding principal amount of the  Loans at such time, by notice to the Borrower declare the Loans (together with accrued interest and accrued  and unpaid fees thereon and all other amounts due hereunder) to be, and the Loans shall thereupon become,  immediately due and payable without presentment, demand, protest or other notice of any kind (except as  set forth in clause (A) above), all of which are hereby waived by the Borrower; provided, that, in the case  of any Default or any Event of Default specified in Section 7.01(h) or 7.01(i) above with respect to the  Borrower, without any notice to the Borrower or any other act by the Administrative Agent or any Lender,                                             38  #93052149v11 





 






   the Commitments shall thereupon terminate and the Loans (together with accrued interest and accrued and  unpaid  fees  thereon  and  all  other  amounts  due  hereunder)  shall  become  immediately  due  and  payable  without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the  Borrower.                                          ARTICLE VIII                              THE ADMINISTRATIVE AGENT          Section 8.01 Appointment and Authorization.  Each Lender hereby irrevocably designates and  appoints the Administrative Agent to act as specified herein and in the other Loan Documents and to take  such  actions  on  its  behalf  under  the  provisions  of  this  Agreement  and  the  other  Loan  Documents  and  perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement  and the other Loan Documents, together with such other powers as are reasonably incidental thereto.  The  Administrative  Agent  agrees to  act as such  upon the  express  conditions  contained  in this  Article  VIII.   Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document,  the  Administrative  Agent shall  not  have any  duties or  responsibilities,  except  those  expressly  set  forth  herein or in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied  covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or  otherwise exist against the Administrative Agent.  The provisions of this Article VIII are solely for the  benefit of the Administrative Agent and Lenders, and no other Person shall have any rights as a third party  beneficiary of any of the provisions hereof.  For the sake of clarity, the Lenders hereby agree that no Agent  other than the Administrative Agent shall have, in such capacity, any duties or powers with respect to this  Agreement or the other Loan Documents.          Section 8.02 Individual Capacity.  The Administrative Agent and its Affiliates may make loans  to, accept deposits from and generally engage in any kind of business with the Borrower, Guarantor and its  Affiliates as though the Administrative Agent were not an Agent.  With respect to the Loans made by it and  all obligations owing to it, the Administrative Agent shall have the same rights and powers under this  Agreement  as  any  Lender  and  may  exercise  the  same  as  though  it  were  not  an  Agent,  and  the  terms  “Required  Lenders”,  “Lender”  and  “Lenders”  shall  include  the  Administrative  Agent  in  its  individual  capacity.          Section 8.03 Delegation of Duties.  The Administrative Agent may execute any of its duties  under  this  Agreement  or  any  other  Loan  Document  by  or  through  agents  or  attorneys-in-fact.   The  Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys- in-fact selected by it with reasonable care except to the extent otherwise required by Section 8.07.          Section 8.04 Reliance by the Administrative Agent.  The Administrative Agent shall be entitled  to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate,  affidavit,  letter,  telecopy  or  other  electronic  facsimile  transmission,  telex,  telegram,  cable,  teletype,  electronic transmission by modem, computer disk or any other message, statement, order or other writing  or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper  Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel  to the Loan Parties), independent accountants and other experts selected by the Administrative Agent.  The  Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement  or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders,  or all of the Lenders, if applicable, as it deems appropriate or it shall first be indemnified to its satisfaction  by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or  continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting,                                             39  #93052149v11 





 






   or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a  request of the Required Lenders or all of the Lenders, if applicable, and such request and any action taken  or failure to act pursuant thereto shall be binding upon all of the Lenders.          Section 8.05 Notice  of  Default.  The  Administrative  Agent  shall  not  be  deemed  to  have  knowledge  or  notice  of the  occurrence  of  any  Default  hereunder  unless  the  Administrative  Agent  has  received notice from a Lender or a Loan Party referring to this Agreement, describing such Default and  stating that such notice is a “notice of default”.  If the Administrative Agent receives such a notice, the  Administrative Agent shall give prompt notice thereof to the Lenders.  The Administrative Agent shall take  such action with respect to such Default as shall be reasonably directed by the Required Lenders; provided,  that,  unless and  until  the Administrative  Agent  shall  have  received  such  directions,  the  Administrative  Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect  to such Default as it shall deem advisable in the best interests of the Lenders.          Section 8.06 Non-Reliance  on  the  Administrative  Agent  and  Other  Lenders.  Each  Lender  expressly acknowledges that no Agent or officer, director, employee, agent, attorney-in-fact or affiliate of  the  Administrative  Agent  has  made  any  representations  or  warranties  to  it  and  that  no  act  by  the  Administrative Agent hereafter taken, including any review of the affairs of the Loan Parties, shall be  deemed  to  constitute  any  representation  or  warranty  by  such  Agent  to  any  Lender.   Each  Lender  acknowledges  to  the  Administrative  Agent  that  it  has,  independently  and  without  reliance  upon  the  Administrative Agent or any other Lender, and based on such documents and information as it has deemed  appropriate, made its own appraisal of and investigation into the business, assets, operations, property,  financial and other condition, prospects and creditworthiness of the Loan Parties and made its own decision  to make its Loans hereunder and to enter into this Agreement.  Each Lender also acknowledges that it will,  independently and without reliance upon the Administrative Agent or any other Lender, and based on such  documents and information as it shall deem appropriate at the time, continue to make its own credit analysis,  appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation  as it deems necessary to inform itself as to the business, assets, operations, property, financial and other  condition,  prospects  and  creditworthiness  of  the  Loan  Parties.   No  Agent  shall  have  any  duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other  information  concerning  the  business,  operations, assets, property, financial and other condition, prospects or creditworthiness of the Loan Parties  which may come into the possession of such Agent or any of its officers, directors, employees, agents,  attorneys-in-fact or affiliates.           Section 8.07 Exculpatory  Provisions.  The  Administrative  Agent  shall  not,  and  no  officers,  directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable  for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any  other  Loan Document  (except  for  its own  gross  negligence,  willful  misconduct  or  bad  faith)  or  (ii) be  responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties  made by each Loan Party or any of its officers contained in this Agreement, in 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 any  failure of any Loan Party or any of its officers to perform its obligations hereunder or thereunder.  The  Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the  observance or performance of any of the agreements contained in, or conditions of, this Agreement or any  other Loan Document, or to inspect the properties, books or records of the Loan Parties.  The Administrative  Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability,  collectibility or sufficiency of this Agreement or any other Loan Document or for any representations,  warranties, recitals or statements made by any other Person herein or therein or made by any other Person  in any written or oral statement or in any financial or other statements, instruments, reports, certificates or  any other documents in connection herewith or therewith furnished or made by the Administrative Agent                                             40  #93052149v11 





 






   to the Lenders or by or on behalf of any Loan Party to the Administrative Agent or any Lender or be required  to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,  covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the  existence or possible existence of any Default.          Section 8.08 Indemnification.  To the extent that the Loan Parties, as applicable, for any reason  fails to indefeasibly pay any amount required under Sections 9.03(a), (b) or (c) to be paid by it to the  Administrative  Agent  (or  any  sub-agent  thereof),  the  Lenders  severally  agree  to  indemnify  the  Administrative Agent, in its capacity as such, and hold the Administrative Agent, in its capacity as such,  harmless ratably according to their respective Loans outstanding from and against any and all liabilities,  obligations,  losses,  damages,  penalties,  actions,  judgments,  suits,  costs  and  reasonable  expenses  or  disbursements of any kind whatsoever which may at any time (including, without limitation, at any time  following the full payment of the obligations of the Borrower hereunder) be imposed on, incurred by or  asserted against the Administrative Agent, in its capacity as such, in any way relating to or arising out of  this Agreement or any other Loan Document, or any documents contemplated hereby or referred to herein  or the transactions contemplated hereby or any action taken or omitted to be taken by the Administrative  Agent under or in connection with any of the foregoing, but only to the extent that any of the foregoing is  not paid by the Loan Parties; provided, that no Lender shall be liable to the Administrative Agent for the  payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,  costs or expenses or disbursements resulting from the gross negligence, willful misconduct or bad faith of  the Administrative Agent.  If any indemnity furnished to the Administrative Agent for any purpose shall,  in  the  reasonable  opinion  of  the  Administrative  Agent,  be  insufficient  or  become  impaired,  the  Administrative  Agent  may  call  for  additional  indemnity  and  cease,  or  not  commence,  to  do  the  acts  indemnified against until such additional indemnity is furnished.  The agreement in this Section 8.08 shall  survive the payment of all Loans, fees and other obligations of the Borrower arising hereunder.          Section 8.09 Resignation; Successors.  The Administrative Agent may resign as Administrative  Agent upon twenty (20) days’ notice to the Lenders.  Upon the resignation of the Administrative Agent, the  Required Lenders shall have the right to appoint from among the Lenders a successor to the Administrative  Agent, subject to prior approval by the Borrower (so long as no Event of Default exists) (such approval not  to be unreasonably withheld), whereupon such successor Administrative Agent shall succeed to and become  vested  with  all  the  rights,  powers  and  duties  of  the  retiring  Administrative  Agent,  and  the  term  “Administrative Agent” shall include such successor Administrative Agent effective upon its appointment,  and  the  retiring  Administrative  Agent’s  rights,  powers  and  duties  as  Administrative  Agent  shall be  terminated, without any other or further act or deed on the part of such former Administrative Agent or any  of the parties to this Agreement or any other Loan Document.  If no successor shall have been appointed  by the Required Lenders and approved by the Borrower 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 at its election give notice to the Lenders and Loan Parties of the immediate  effectiveness  of  its  resignation  and  such  resignation  shall  thereupon  become  effective  and  the  Lenders  collectively shall perform all of the duties of the Administrative Agent hereunder and under the other Loan  Documents until such time, if any, as the Required Lenders appoint a successor agent as provided for above.   After the retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of  this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was  Administrative Agent under this Agreement or any other Loan Document.                                         ARTICLE IX                                    MISCELLANEOUS          Section 9.01 Notices.   Except  as  otherwise  expressly  provided  herein,  all  notices  and  other  communications  hereunder  shall  be  in  writing  (for  purposes  hereof,  the  term  “writing”  shall  include                                             41  #93052149v11 





 






   information  in  electronic  format  such  as  electronic  mail  and  internet  web  pages)  or  by  telephone  subsequently confirmed in writing; provided that the foregoing shall not apply to notices to any Lender  pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving  notices under such Article in electronic format.  Any notice shall have been duly given and shall be effective  if delivered by hand delivery or sent via electronic mail, telecopy, recognized overnight courier service or  certified  or  registered  mail,  return  receipt  requested,  or  posting  on  an  internet  web  page,  and  shall  be  presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by electronic  mail,  posting  on  an  internet  web  page,  or  telecopy (provided,  however,  that  if  any  notice  or  other  communication sent by electronic mail, posting on an internet webpage or telecopy is received by a recipient  after such recipient’s normal business hours, such notice or other communication shall be deemed received  upon the opening of such recipient’s next Business Day), (ii) on the Business Day following the day on  which the same has been delivered prepaid (or on an invoice basis) to a reputable national overnight air  courier service or (iii) on the third Business Day following the day on which the same is sent by certified  or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers,  in the case of any of the Loan Parties and the Administrative Agent, set forth below, and, in the case of the  Lenders, set forth on signature pages hereto, or at such other address as such party may specify by written  notice to the other parties hereto:                if to the Loan Parties:                                             PPL Capital Funding, Inc.                      Two North Ninth Street                      Allentown, Pennsylvania 18101-1179                      Attention:  Treasurer or Assistant Treasurer                      Telephone:  610-774-5151                      Facsimile:  610-774-5235                       and:                                            PPL Corporation                      Two North Ninth Street                      Allentown, Pennsylvania 18101-1179                      Attention:  Treasurer or Assistant Treasurer                      Telephone:  610-774-5151                      Facsimile:  610-774-5235                       with a copy to:                                            PPL Services Corporation                      Two North Ninth Street (GENTW4)                      Allentown, Pennsylvania  18101-1179                      Attention:  Frederick C. Paine, Esq.                      Telephone:  610-774-7445                      Facsimile:  610-774-6726                                     if to the Administrative Agent:                        U.S. Bank National Association                      3 Bryant Park – 1095 Avenue of the Americas – 15th Floor                       New York, NY 10036                       Attention:  Johnny Hon                                              42  #93052149v11 





 






                       Email:    ncb.utilities.oilgas@usbank.com                       Cc:          CCSStlouis2@usbank.com                                      Andy.Taylor@usbank.com                                            with a copy to:                                            U.S. Bank National Association                      3 Bryant Park - 1095 Avenue of the Americas – 15th Floor                      New York, NY 10036                      Attention:  James O’Shaughnessy                      Telephone:  917-326-3924                      Electronic Mail: james.oshaughnessy@usbank.com                                            with a copy to:                                            Davis Polk & Wardwell LLP                      450 Lexington Avenue                      New York, New York 10017                      Attention:  Jason Kyrwood                      Telephone:  212-450-4653                      Facsimile:  212-450-5425                                                     Section 9.02 No Waivers; Non-Exclusive Remedies.  No failure by the Administrative Agent or  any Lender to exercise, no course of dealing with respect to, and no delay in exercising any right, power or  privilege hereunder or under any Note or other Loan Document shall operate as a waiver thereof nor shall  any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any  other right, power or privilege.  The rights and remedies provided herein and in the other Loan Documents  shall be cumulative and not exclusive of any rights or remedies provided by law.          Section 9.03 Expenses; Indemnification.          (a)   Expenses.  The Borrower shall pay (i) all out-of-pocket expenses of the Administrative  Agent, including legal fees and disbursements of Davis Polk & Wardwell LLP and any other local counsel  retained  by  the  Administrative  Agent,  in  its  reasonable  discretion,  in  connection  with  the  preparation,  execution, delivery and administration of the Loan Documents, the syndication efforts of the Administrative  Agent with respect thereto, any waiver or consent thereunder or any amendment thereof or any Default or  alleged Default thereunder and (ii) all reasonable out-of-pocket expenses incurred by the Administrative  Agent and each Lender, including (without duplication) the fees and disbursements of outside counsel, in  connection  with  any  restructuring,  workout,  collection,  bankruptcy,  insolvency  and  other  enforcement  proceedings in connection with the enforcement and protection of its rights; provided, that the Borrower  shall not be liable for any legal fees or disbursements of any counsel for the Administrative Agent and the  Lenders other than Davis Polk & Wardwell LLP associated with the preparation, execution and delivery of  this Agreement and the closing documents contemplated hereby.          (b)   Indemnity in Respect of Loan Documents.  Each of the Loan Parties agrees to jointly and  severally indemnify the  Administrative  Agent  and each  Lender,  their  respective  Affiliates  and  the  respective  directors,  officers,  trustees,  agents, employees and  advisors  of  the  foregoing  (each  an  “Indemnitee”)  and  hold  each  Indemnitee harmless from  and  against  any  and all  liabilities,  obligations,  losses,  damages,  penalties,  actions,  judgments,  suits,  costs  and  expenses  or  disbursements  of  any  kind  whatsoever (including, without limitation, the reasonable fees and disbursements of counsel and any civil                                             43  #93052149v11 





 






   penalties or fines assessed by OFAC), which may at any time (including, without limitation, at any time  following the payment of the obligations of the Borrower hereunder) be imposed on, incurred by or asserted  against  such  Indemnitee  in  connection  with  any  investigative,  administrative  or  judicial  proceeding  (whether or not such Indemnitee shall be designated a party thereto) brought or threatened (by any third  party, by the Guarantor, the Borrower or any Subsidiary of the Borrower) in any way relating to or arising  out of this Agreement, any other Loan Document or any documents contemplated hereby or thereby or  referred to herein or therein or any actual or proposed use of proceeds of Loans hereunder; provided, that  no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence  or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment  or order.          (c)   Indemnity in Respect of Environmental Liabilities.  Each of the Loan Parties agrees to  jointly and severally indemnify each Indemnitee and hold each Indemnitee harmless from and against any  and  all  liabilities,  obligations,  losses,  damages,  penalties,  actions,  judgments,  suits,  claims,  costs  and  expenses or disbursements of any kind whatsoever (including, without limitation, reasonable expenses of  investigation by engineers, environmental consultants and similar technical personnel and reasonable fees  and disbursements of counsel) which may at any time (including, without limitation, at any time following  the payment of the obligations of the Borrower hereunder) be imposed on, incurred by or asserted against  such  Indemnitee in  respect  of  or  in  connection  with (i) any  actual  or  alleged  presence  or  release  of  Hazardous Substances on or from any property now or previously owned or operated by the Guarantor or  any of its Subsidiaries or any predecessor of the Guarantor or any of its Subsidiaries or (ii) any and all  Environmental Liabilities.  Without limiting the generality of the foregoing, the Borrower hereby waives  all  rights  of  contribution  or  any  other  rights  of  recovery  with  respect  to  liabilities,  obligations,  losses,  damages, penalties, actions, judgments, suits, claims, costs and expenses and disbursements in respect of  or  in  connection  with  Environmental  Liabilities  that  it  might  have  by  statute  or  otherwise  against  any  Indemnitee.            (d)   Waiver of Damages.  To the fullest extent permitted by applicable law, no Loan Party shall  assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,  consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection  with,  or  as  a  result  of,  this  Agreement,  any  other  Loan  Document  or  any  agreement  or  instrument  contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of  the proceeds thereof.  No Indemnitee referred to in clause (b) above shall be liable for any damages arising  from  the  use  by  unintended  recipients  of  any  information  or  other  materials  distributed  by  it  through  telecommunications,  electronic  or  other  information  transmission  systems  in  connection with  this  Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that  nothing in this Section 9.03(d) shall relieve any Lender from its obligations under Section 9.12.          Section 9.04 Sharing of Set-Offs.  Each Lender agrees that if it shall, by exercising any right of  set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal  and interest due with respect to any Loan made or Note held by it which is greater than the proportion  received by any other Lender in respect of the aggregate amount of principal and interest due with respect  to any Loan and Note made or held by such other Lender, except as otherwise expressly contemplated by  this  Agreement, the  Lender  receiving  such  proportionately  greater  payment  shall  purchase  such  participations in the Loan made or Notes held by the other Lenders, and such other adjustments shall be  made, in each case as may be required so that all such payments of principal and interest with respect to the  Loan made or Notes made or held by the Lenders shall be shared by the Lenders pro rata; provided, that  nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim  it may have for payment of indebtedness of the Borrower other than its indebtedness hereunder.                                              44  #93052149v11 





 






          Section 9.05 Amendments and Waivers.  Any provision of this Agreement or the Notes may be  amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Loan Parties  and the Required Lenders (and, if the rights or duties of the Administrative Agent are affected thereby, by  the Administrative Agent); provided, that no such amendment or waiver shall, (a) unless signed by each  Lender adversely affected thereby, (i) extend or increase the Commitment of any Lender or subject any  Lender  to  any  additional  obligation  (it  being  understood  that  waivers  or  modifications  of  conditions  precedent,  covenants,  Defaults  or  of  mandatory  reductions  in  the  Commitments  shall  not  constitute  an  increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment  of any Lender as in effect at any time shall not constitute an increase in such Commitment), (ii) reduce the  principal of or rate of interest on any Loan (except in connection with a waiver of applicability of any post- default increase in interest rates), (iii) postpone the date fixed for any payment of interest on any Loan or  for any scheduled reduction or termination of any Commitment, (iv) postpone or change the date fixed for  any scheduled payment of principal of any Loan, (v) change any provision hereof in a manner that would  alter the pro rata funding of Loans required by Section 2.04(b), the pro rata sharing of payments required  by Sections 2.11(a) or 9.04 or (vi) change the currency in which Loans are to be made or payment under  the Loan Documents is to be made, or add additional borrowers or (b) unless signed by each Lender, (i)  change the definition of Required Lender or this Section 9.05 or Section 9.06(a) or (ii) release the Guarantor  from  its  Obligations  under  the  Guaranty. Notwithstanding  anything  to  the  contrary  herein,  the  Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or  modifications  to  this  Agreement  or  any  of  the  other  Loan  Documents  or  to  enter  into  additional  Loan  Documents  as  the  Administrative  Agent  reasonably  deems  appropriate  in  order  to  implement  any  Benchmark Replacement or otherwise effectuate the terms of Section 2.14(b) in accordance with the terms  of Section 2.14(b).          Section 9.06 Successors and Assigns.          (a)   Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure  to the benefit of the parties hereto and their respective successors and assigns, except that no Loan Party  may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of  all of the Lenders, except to the extent any such assignment results from the consummation of a merger or  consolidation permitted pursuant to Section 6.07 of this Agreement.          (b)   Participations.  Any Lender may at any time grant to one or more banks or other financial  institutions  or  special  purpose  funding  vehicle  (each  a  “Participant”)  participating  interests  in  its  Commitments and/or any or all of its Loans.  In the event of any such grant by a Lender of a participating  interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such  Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the  Administrative Agent shall continue to deal solely and directly with such Lender in connection with such  Lender’s rights and obligations under this Agreement.  Any agreement pursuant to which any Lender may  grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility  to enforce the obligations of the Loan Parties hereunder including, without limitation, the right to approve  any  amendment,  modification  or  waiver  of  any  provision  of  this  Agreement; provided,  that  such  participation agreement may provide that such Lender will not agree to any modification, amendment or  waiver of this Agreement which would (i) extend the Maturity Date, reduce the rate or extend the time of  payment of principal, interest or fees on any Loan in which such Participant is participating (except in  connection  with  a  waiver  of  applicability  of  any  post-default  increase  in  interest  rates)  or  reduce  the  principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof  then  in  effect  (it  being  understood  that  a  waiver  of  any  Default  or  of  a  mandatory  reduction  in  the  Commitments shall not constitute a change in the terms of such participation, and that an increase in any  Commitment  or  Loan  shall  be  permitted  without  the  consent  of  any  Participant  if  the  Participant’s  participation is not increased as a result thereof) or (ii) allow the assignment or transfer by any Loan Party                                             45  #93052149v11 





 






   of any of its rights and obligations under this Agreement, without the consent of the Participant, except to  the extent any such assignment results from the consummation  of a  merger  or consolidation permitted  pursuant to Section 6.07 of this Agreement.  The Borrower agrees that each Participant shall, to the extent  provided  in  its  participation  agreement,  be  entitled  to  the  benefits  of  Article II  with  respect  to  its  participating  interest  to  the  same  extent  as  if  it  were  a  Lender,  subject  to  the  same  requirements  and  limitations  therein,  including  the  requirements  under  Section  2.17(e)  (it  being  understood  that  the  documentation required under Section 2.17(e) shall be delivered to the participating Lender) to the same  extent as if it were the Lender, and in no case shall any Participant be entitled to receive any amount payable  pursuant to Article II that is greater than the amount the Lender granting such Participant’s participating  interest  would  have  been  entitled  to  receive  had  such  Lender  not  sold  such  participating  interest. An  assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for  purposes of this Agreement only to the extent of a participating interest granted in accordance with this  subsection (b).  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary  agent of the Borrower, maintain a register (solely for tax purposes) 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 to any Person except to the  extent that such disclosure is necessary to establish that such interest in the Loan or other obligation under  the  Loan  Documents  is  in  registered  form  under  Section  5f.103-1(c)  of  the  United  States  Treasury  Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such  Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such  participation for all purposes of this Agreement notwithstanding any notice to the contrary.          (c)   Assignments  Generally.   Any  Lender  may  at  any  time  assign  to  one  or  more  Eligible  Assignees (each, an “Assignee”) all, or a proportionate part (equivalent to an initial amount of not less than  $5,000,000 or any larger integral multiple of $1,000,000), of its rights and obligations under this Agreement  and the Notes with respect to its Loans and, if still in existence, its Commitment, and such Assignee shall  assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially  the form of Exhibit C attached hereto executed by such Assignee and such transferor, with (and subject to)  the  consent  of the  Borrower,  which  shall  not be  unreasonably  withheld  or delayed, the  Administrative  Agent, which consent shall not be unreasonably withheld or delayed; provided, that if an Assignee is an  Approved  Fund  or Affiliate  of  such  transferor  Lender  or  was  a  Lender  immediately  prior  to  such  assignment,  no such consent of the Borrower or the Administrative Agent shall be required; provided,  further, that  if  at  the  time  of  such  assignment  a  Default  or  an  Event  of  Default  has  occurred  and  is  continuing, no such consent of the Borrower shall be required; provided, further, that the provisions of  Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a transferor with respect  to any Loans made or any other actions taken by such transferor while it was a Lender.  Upon execution  and delivery of such instrument and payment by such Assignee to such transferor of an amount equal to the  purchase price agreed between such transferor and such Assignee, such Assignee shall be a Lender party to  this Agreement and shall have all the rights and obligations of a Lender with a Commitment, if any, as set  forth in such instrument of assumption, and the transferor shall be released from its obligations hereunder  to  a  corresponding  extent,  and  no  further  consent  or  action  by  any  party  shall  be  required.   Upon  the  consummation of any assignment pursuant to this subsection (c), the transferor, the Administrative Agent  and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the  Assignee.  In connection with any such assignment, the transferor shall pay to the Administrative Agent an  administrative fee for processing such assignment in the amount of $3,500; provided that the Administrative  Agent may, in its sole discretion, elect to waive such administrative fee in the case of any assignment.  Each  Assignee shall be subject to the requirements under Section 2.17 and shall, on or before the effective date  of such assignment, deliver to the Borrower and the Administrative Agent certification as to exemption  from deduction or withholding of any United States Taxes in accordance with Section 2.17(e).                                              46  #93052149v11 





 






          (d)   Assignments to Federal Reserve Banks.  Any Lender may at any time pledge or assign a  security interest in all or any portion of its rights under this Agreement and its Note to secure obligations  of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or  other central banking authority; provided that no such pledge or assignment shall release such Lender from  any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.          (e)   Register.   The  Borrower  hereby designates  the  Administrative  Agent  to  serve  as  the  Borrower’s agent, solely for purposes of this Section 9.06(e), to (i) maintain a register (the “Register”) on  which the Administrative Agent will record the Commitments from time to time of each Lender, the Loans  made by each Lender and each repayment in respect of the principal amount of the Loans of each Lender  and to (ii) retain a copy of each Assignment and Assumption Agreement delivered to the Administrative  Agent pursuant to this Section.  Failure to make any such recordation, or any error in such recordation, shall  not  affect  the  Borrower’s  obligation  in  respect  of  such  Loans.   The  entries  in  the  Register  shall  be  conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders  shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner  thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary.   With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the  rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement  shall not be effective until such assignment or other transfer is recorded on the Register and, except to the  extent provided in this Section 9.06(e), otherwise complies with Section 9.06, and prior to such recordation  all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall  remain owing to the transferring Lender.  The registration of assignment or other transfer of all or part of  any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the  Register  only  upon  the  acceptance  by  the  Administrative  Agent  of  a  properly  executed  and  delivered  Assignment  and  Assumption  Agreement  and  payment  of  the  administrative  fee  referred  to  in  Section 9.06(c).  The Register shall be available for inspection by the Borrower at any reasonable time and  from time to time upon reasonable prior notice.  In addition, at any time that a request for a consent for a  material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other  Lenders in connection therewith may request and receive from the Administrative Agent a copy of the  Register.  The Borrower may not replace any Lender pursuant to Section 2.08, unless, with respect to any  Notes held by such Lender, the requirements of Section 9.06(c) and this Section 9.06(e) have been satisfied.          Section 9.07 Governing Law; Submission to Jurisdiction.  This Agreement and each Note shall  be governed by and construed in accordance with the internal laws of the State of New York.  Each Loan  Party hereby  submits  to  the exclusive  jurisdiction  of  the  United  States  District  Court  for  the  Southern  District of New York and of any New York State court sitting in New York City, borough of Manhattan,  for  purposes  of  all  legal  proceedings  arising  out  of  or  relating  to  this  Agreement  or  the  transactions  contemplated hereby.  Each Loan Party irrevocably waives, to the fullest extent permitted by law, any  objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in  such  court  and  any  claim  that  any  such  proceeding  brought  in  any  such  court  has  been  brought  in  an  inconvenient forum.          Section 9.08 Counterparts; Integration; Effectiveness.  This Agreement shall become effective  on the Effective Date.  This Agreement may be signed in any number of counterparts, each of which shall  be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.   On  and  after  the  Effective Date,  this  Agreement and the  other  Loan  Documents constitute  the  entire  agreement and understanding among the parties hereto and supersede any and all prior agreements and  understandings, oral or written, relating to the subject matter hereof and thereof.          Section 9.09 Generally Accepted Accounting Principles.  Unless otherwise specified herein, all  accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made                                             47  #93052149v11 





 






   and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP  as  in  effect  from  time  to  time,  applied  on  a  basis  consistent  (except  for  changes  concurred  in  by  the  Guarantor’s independent  public  accountants)  with  the  audited  consolidated  financial  statements  of  the  Guarantor and its Consolidated Subsidiaries most recently delivered to the Lenders; provided, that, if the  Guarantor notifies the Administrative Agent that the Guarantor wishes to amend any covenant in Article VI  to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative  Agent notifies the Guarantor that the Required Lenders wish to amend Article VI for such purpose), then  the Guarantor’s compliance  with  such  covenant  shall  be  determined  on  the  basis  of  GAAP  in  effect  immediately before the relevant change in GAAP became effective, until either such notice is withdrawn  or such covenant is amended in a manner satisfactory to the Guarantor and the Required Lenders.          Section 9.10 Usage.  The following rules of construction and usage shall be applicable to this  Agreement and to any instrument or agreement that is governed by or referred to in this Agreement.          (a)   All terms defined in this Agreement shall have the defined meanings when used in any  instrument governed hereby or referred to herein and in any certificate or other document made or delivered  pursuant hereto or thereto unless otherwise defined therein.          (b)   The words “hereof”, “herein”, “hereunder” and words of similar import when used in this  Agreement or in any instrument or agreement governed here shall be construed to refer to this Agreement  or  such  instrument  or  agreement,  as  applicable,  in  its  entirety  and  not  to  any  particular  provision  or  subdivision hereof or thereof.          (c)   References in this Agreement to “Article”, “Section”, “Exhibit”, “Schedule” or another  subdivision or attachment shall be construed to refer to an article, section or other subdivision of, or an  exhibit, schedule or other attachment to, this Agreement unless the context otherwise requires; references  in  any  instrument  or  agreement  governed  by  or  referred  to  in  this  Agreement  to  “Article”,  “Section”,  “Exhibit”, “Schedule” or another subdivision or attachment shall be construed to refer to an article, section  or other subdivision of, or an exhibit, schedule or other attachment to, such instrument or agreement unless  the context otherwise requires.          (d)   The definitions contained in this Agreement shall apply equally to the singular and plural  forms of such terms.  Whenever the context may require, any pronoun shall include the corresponding  masculine, feminine and neuter forms.  The word “will” shall be construed to have the same meaning as  the  word  “shall”.   The  term  “including”  shall  be  construed  to  have  the  same  meaning  as  the  phrase  “including without limitation”.          (e)   Unless the context otherwise requires, any definition of or reference to any agreement,  instrument, statute or document contained in this Agreement or in any agreement or instrument that is  governed  by  or  referred  to  in  this  Agreement  shall  be  construed  (i) as  referring  to such  agreement,  instrument, statute or document as the same may be amended, supplemented or otherwise modified from  time to time (subject to any restrictions on such amendments, supplements or modifications set forth in this  Agreement or in any agreement or instrument governed by or referred to in this Agreement), including (in  the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of  comparable successor statutes and (ii) to include (in the case of agreements or instruments) references to  all  attachments  thereto  and  instruments  incorporated  therein.   Any  reference  to  any  Person  shall  be  construed to include such Person’s successors and permitted assigns.          (f)   Unless the context otherwise requires, whenever any statement is qualified by “to the best  knowledge of” or “known to” (or a similar phrase) any Person that is not a natural person, it is intended to  indicate that the senior management of such Person has conducted a commercially reasonable inquiry and                                             48  #93052149v11 





 






   investigation prior to making such statement and no member of the senior management of such Person  (including  managers,  in  the  case  of  limited  liability  companies,  and  general  partners,  in  the  case  of  partnerships) has current actual knowledge of the inaccuracy of such statement.          (g)   Unless otherwise specified, all references herein to times of day shall constitute references  to New York City time.          Section 9.11 WAIVER  OF  JURY  TRIAL.   EACH  OF  THE  LOAN  PARTIES  HEREBY  IRREVOCABLY  WAIVES  ANY  AND  ALL  RIGHT  TO  TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  THE  TRANSACTIONS CONTEMPLATED HEREBY.          Section 9.12 Confidentiality.  Each Lender agrees to hold all non-public information obtained  pursuant to the requirements of this Agreement in accordance with its customary procedure for handling  confidential information of this nature and in accordance with safe and sound banking practices; provided,  that nothing herein shall prevent any Lender from disclosing such information (i) to any other Lender or to  the  Administrative  Agent,  (ii) to  any  other  Person  if  reasonably  incidental  to  the  administration  of  the  Loans, (iii) upon the order of any court or administrative agency, (iv) to the extent requested by, or required  to be disclosed to, any rating agency or regulatory agency or similar authority (including any self-regulatory  authority,  such  as  the  National  Association  of  Insurance  Commissioners),  (v) which  had  been  publicly  disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by  this Agreement, (vi) in connection with any litigation to which the Administrative Agent, any Lender or  any of their respective Subsidiaries or Affiliates may be party, (vii) to the extent necessary in connection  with the exercise of any remedy hereunder, (viii) to such Lender’s or the Administrative Agent’s Affiliates  and their respective directors, officers, employees, service providers and agents including legal counsel and  independent  auditors  (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),  (ix) with  the  consent  of  the  Borrower,  (x) to  Gold  Sheets  and  other  similar  bank  trade  publications, such information to consist solely of deal terms and other information customarily found in  such publications and (xi) subject to provisions substantially similar to those contained in this Section, to  any actual or proposed Participant or Assignee or to any actual or prospective counterparty (or its advisors)  to any securitization, swap or derivative transaction relating to the Loan Parties’ Obligations hereunder.   Notwithstanding the foregoing, the Administrative Agent, any Lender or Davis Polk & Wardwell LLP may  circulate promotional materials and place advertisements in financial and other newspapers and periodicals  or on a home page or similar place for dissemination of information on the Internet or worldwide web, in  each case, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone”  or other release limited to describing the names of the Loan Parties or their Affiliates, or any of them, and  the amount, type and closing date of such transactions, all at their sole expense.          Section 9.13 USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act (as  hereinafter defined) and the Beneficial Ownership Regulation and the Administrative Agent (for itself and  not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA  PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the  Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the  Borrower and the Guarantor, which information includes the name and address of each Loan Party and  other information that will allow such Lender or the Administrative Agent, as applicable, to identify each  Loan Party in accordance with the Patriot Act and, to the extent such Loan Party is a “legal entity customer”  under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation.          Section 9.14 No  Fiduciary  Duty.  Each Agent,  each  Lender  and  their  respective  Affiliates  (collectively, solely for purposes of this paragraph, the “Lender Parties”), may have economic interests that                                             49  #93052149v11 





 






   conflict  with  those  of  the  Loan  Parties,  their  respective  Affiliates  and/or  their  respective  stockholders  (collectively, solely for purposes of this paragraph, the “Borrower Parties”).  Each Loan Party agrees that  nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency  relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any  Lender Party, on the one hand, and any Borrower Party, on the other.  The Lender Parties acknowledge and  agree that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and  remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties,  on the one hand, and the Loan Parties, on the other and (b) in connection therewith and with the process  leading thereto, (i) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any  Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies  with respect thereto) or the process leading thereto (irrespective of whether any Lender  Party has advised,  is currently advising or will advise any Borrower Party on other matters) or any other obligation to any  Borrower Party except the obligations expressly set forth in the Loan Documents and (ii) each Lender Party  is acting solely as principal and not as the agent or fiduciary of any Borrower Party.  Each Loan Party  acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed  appropriate  and  that  it  is  responsible  for  making  its  own  independent  judgment  with  respect  to  such  transactions and the process leading thereto.  Each Loan Party agrees that it will not claim that any Lender  Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any  Borrower Party, in connection with such transaction or the process leading thereto.          Section 9.15 Acknowledgment  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 Lender  that is an 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 Lender that is an EEA  Financial Institution; and          (b)   the effects of any Bail-In Action on any such liability, including, if applicable:                (i)    a reduction in full or in part or cancellation of any such liability;                (ii)   a conversion of all, or a portion of, such liability into shares or other instruments         of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution         that may be issued to it or otherwise conferred on it, and that such shares or other instruments of         ownership will be accepted by it in lieu of any rights with respect to any such liability under this         Agreement or any other Loan Document; or                (iii)  the variation of the terms of such liability in connection with the exercise of the         write-down and conversion powers of the applicable Resolution Authority.          Section 9.16 Survival.  Sections 2.12, 2.16, 2.17 and 9.03 shall survive the Maturity Date for  the benefit of each Agent and Each Lender, as applicable.          Section 9.17 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                                             50  #93052149v11 





 






   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  Federal Funds Rate to the date of repayment, shall have been received by such Lender.          Section 9.18 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 9.19 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.                                         ARTICLE X                                       GUARANTY          Section 10.01 Guaranty.  The Guarantor unconditionally, absolutely and irrevocably guarantees  to the Administrative Agent and each Lender as though it was a primary obligor for, the full and punctual  payment of the Obligations when due (whether at stated maturity, upon acceleration or otherwise).  If the  Borrower fails to pay any Obligation punctually when due, the Guarantor agrees that it will forthwith on  demand pay the amount not so paid at the place and in the manner specified in the relevant Loan Document.  Notwithstanding the foregoing, the liability of the Guarantor individually with respect to its obligations,  including any payment made pursuant to, this Guaranty shall be limited to an aggregate amount equal to  the maximum amount that would not render the Guarantor’s obligations hereunder subject to avoidance  under the Bankruptcy Code or any comparable provisions of any applicable state law.  This Guaranty is a  Guarantee of payment and not merely of collection.          Section 10.02 Guaranty  Unconditional.  The  obligations  of  the  Guarantor  hereunder  shall  be  unconditional  and  absolute  and,  without  limiting  the generality  of the  foregoing,  shall not  be  released,  discharged or otherwise affected by:          (a)   any change in the amount or purpose of or the time, manner, method, or place of payment  or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or  release in respect of any obligation of the Borrower or any other Person under any Loan Document, by  operation of law or otherwise;          (b)   any  modification,  extension, renewal or  amendment  of  or  supplement  to  any  Loan  Document or any of the Obligations or any execution or delivery of any additional Loan Documents;          (c)   any release, impairment, non-perfection or invalidity of any direct or indirect security for  any obligation of the Borrower or any other Person under any Loan Document;          (d)   any change in the corporate existence, structure or ownership of the Borrower or any other  Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar  proceeding affecting the Borrower or any other Person or any of their assets or any resulting release or                                              51  #93052149v11 





 






   discharge of any obligation (including any of the Obligations) of the Borrower or any other Person under  any Loan Document;          (e)   the existence of any claim, set-off, defense, counterclaim, withholding or other right that  the Guarantor or the Borrower may have at any time against any Person (including the Administrative  Agent and the Lenders), whether in connection with the Loan Documents or any unrelated transactions;  provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or  compulsory counterclaim;          (f)   any avoidance,  subordination, invalidity  or  unenforceability relating  to  or  against  the  Borrower or any other Person for any reason of any Obligation or any Loan Document, any provision of  applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower or any  other  Person,  or the  Borrower denies  that  it  has  any  or  further  liability  or  obligation  under  any  Loan  Document, or purports to revoke, terminate or rescind any Obligation or provision of any Loan Document;          (g)   any failure of the Administrative Agent or any Lender to assert any claim or demand or to  exercise or enforce any right or remedy under the provisions of any Loan Document or to assert any breach  of or default under any Loan Document or any breach of the Obligations; or          (h)   any other act or omission to act or delay of any kind by the Borrower, any other party to  any Loan Document or any other Person, or any other circumstance whatsoever that might, but for the  provisions of this clause (h), constitute a legal or equitable discharge of or defense to any obligation of the  Guarantor hereunder.          Section 10.03 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.   The Guarantor’s obligations hereunder shall remain in full force and effect until all Obligations shall have  been paid in full and all Commitments have been terminated. If at any time any payment of any Obligation  is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization  of the Borrower or otherwise, the Guarantor’s obligations hereunder shall be reinstated as though such  payment had been due but not made at such time.          Section 10.04 Waiver by Guarantor.  The Guarantor irrevocably waives (a) acceptance hereof,  presentment,  demand for  performance, promptness,  diligence,  notice  of  non-performance,  default,  acceleration, protest or dishonor and any notice not provided for herein, (b) any requirement that at any  time any action be taken by any Person against the Borrower or any other Person, (c) any right to revoke  this Guaranty, and (d) any defense based on any right of set-off, recoupment, counterclaim, withholding or  other deduction of any nature against or in respect of the Obligations.          Section 10.05 Subrogation.  Upon making payment with respect to any Obligation, the Guarantor  shall be subrogated to the rights of the payee against the Borrower with respect to such payment; provided  that the Guarantor agrees it will not exercise any rights against the Borrower arising in connection with the  Obligations by way of subrogation against the Borrower, or by reason of contribution against any other  guarantor of such Obligations until all Obligations shall have been paid in full and all Commitments have  been terminated.          Section 10.06 Stay of Acceleration.  If acceleration of the time for payment of any Obligation by  the Borrower is stayed, enjoined or prevented for any reason (including but not limited to by reason of the  insolvency or receivership of the Borrower or otherwise), all Obligations otherwise subject to acceleration  under the terms of any Loan Document shall nonetheless be payable by the Guarantor forthwith on demand  by the Administrative Agent.                                              52  #93052149v11 





 






          Section 10.07 Continuing Guaranty.  The Guaranty set forth in this Article X is a continuing  guaranty, shall be binding on the Guarantor and its successors and assigns, and shall be enforceable by each  holder from time to time of the Obligations (including, without limitation, the Administrative Agent and  the Lenders, each, a “Guaranteed Party”). If all or part of any Guaranteed Party’s interest in any Obligation  is  assigned  or  otherwise  transferred,  the  transferor’s  rights  hereunder,  to  the  extent  applicable  to  the  obligation so transferred, shall automatically be transferred with such obligation; and without limitation of  the foregoing, any of the Obligations shall be and remain Obligations entitled to the benefit of this Guaranty  if any Guaranteed Party assigns or otherwise transfers all or part of its interest in any Obligation or any of  its rights or obligations under any Loan Document.          Section 10.08 Default Payments by Borrower.  Upon the occurrence and during the continuation  of any default under any Obligation, if any amount shall be paid to the Guarantor by or for the account of  the Borrower with respect to such Obligation, such amount shall be held in trust for the benefit of each  Lender and the Administrative Agent and shall forthwith be paid to the Administrative Agent to be credited  and applied to the Obligations when due and payable.          Section 10.09 Duty to Stay Advised.  The Guarantor agrees that the Lenders shall have no duty  to advise the Guarantor of information known to them regarding the financial condition of the Borrower  and the Guarantor hereby assumes responsibility for keeping itself advised of the financial condition of the  Borrower.                                    [Signature Pages to Follow]                                                53  #93052149v11 





 






          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by  their respective authorized officers as of the day and year first above written.   BORROWER:                               PPL CAPITAL FUNDING, INC.                                           By:  /s/ Tadd J. Henninger                                           Name:  Tadd J. Henninger                                             Title:    Vice President and                                                       Treasurer    GUARANTOR:                              PPL CORPORATION                                           By:  /s/ Tadd J. Henninger                                           Name:  Tadd J. Henninger                                             Title:     Vice President-Finance                                                        and Treasurer                                                         [Signature Page to Capital Funding Credit Agreement]  #93052149v11 





 






                                           U.S. BANK NATIONAL ASSOCIATION, as                                          Administrative Agent and Lender                                                                                                                              By:    /s/ Andrew N Taylor                                                 Name:   Andrew N Taylor                                              Title:     Senior Vice President                        [Signature Page to Capital Funding Credit Agreement]  #93052149v11 





 






                                                                        Appendix A                                                                          COMMITMENTS               Lender                              Commitment   U.S. Bank National Association                                  $100,000,000.00  Total                                                           $100,000,000.00      #93052149v11 





 






                                                                                                                SCHEDULE 5.14                                Material Subsidiaries            Name                              Jurisdiction of Organization           LG&E and KU Energy LLC                     Kentucky           PPL Electric Utilities Corporation       Pennsylvania           PPL Global, LLC                            Delaware                                             #93055055v4 





 






                                                                                                                                                                     EXHIBIT A-l                               Form of Notice of Borrowing                                                                                                                                               ______________, ____                                                                             U.S. Bank National Association  3 Bryant Park – 1095 Avenue of the Americas – 15th Floor   New York, NY 10036   Attention:  Johnny Hon   Email:    ncb.utilities.oilgas@usbank.com   Cc:          CCSStlouis2@usbank.com                  Andy.Taylor@usbank.com    Ladies and Gentlemen:                 This notice shall constitute a “Notice of Borrowing” pursuant to Section 2.03 of the  $100,000,000 Term Loan Credit Agreement dated as of April 1, 2020 (the “Credit Agreement”) among PPL  Capital Funding, Inc., as Borrower, PPL Corporation, as Guarantor, the lending institutions party thereto  from time to time and U.S. Bank National Association, as Administrative Agent.  Terms defined in the  Credit Agreement and not otherwise defined herein have the respective meanings provided for in the Credit  Agreement.                        1.    The date of the Borrowing will be _______________, _____________.1                  2.    The aggregate principal amount of the Borrowing will be __________.2                  3.    The Borrowing will consist of [Base Rate] [ Euro-Dollar] Loans.                  4.    The  initial  Interest  Period  for  the  Loans  comprising  such  Borrowing  shall  be               __________________.3                         [Insert appropriate delivery instructions, which shall include bank and account number].                                                                                        1 Must be a Business Day.  2 Borrowings must be an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000.    3 Applicable for Euro-Dollar Loans only. Insert “one month”, “two months”, “three months” or “six months”   (subject to the provisions of the definition of “Interest Period”).                                            A-1-1  #93055055v4 





 






                             PPL CAPITAL FUNDING, INC.                                                        By:                                                                     Name:                            Title:                                                  A-1-2  #93055055v4 





 






                                                                            EXHIBIT A-2                         Form of Notice of Conversion/Continuation                                                                                                                                               ______________, ____    U.S. Bank National Association  3 Bryant Park – 1095 Avenue of the Americas – 15th Floor   New York, NY 10036   Attention:  Johnny Hon   Email:    ncb.utilities.oilgas@usbank.com   Cc:          CCSStlouis2@usbank.com                  Andy.Taylor@usbank.com    Ladies and Gentlemen:                 This  notice  shall  constitute  a  “Notice  of  Conversion/Continuation”  pursuant  to Section  2.06(d)(ii)  of  the  $100,000,000 Term  Loan  Credit  Agreement dated  as  of April  1,  2020 (the  “Credit  Agreement”) among PPL Capital Funding, Inc., as Borrower, PPL Corporation, as Guarantor, the lending  institutions party thereto from time to time and U.S. Bank National Association, as Administrative  Agent.   Terms  defined  in  the  Credit  Agreement  and  not  otherwise defined  herein  have  the  respective  meanings provided for in the Credit Agreement.                              1.     The Group of Loans (or portion thereof) to which this notice applies is [all or a  portion of all Base Rate Loans currently outstanding] [all or a portion of all Euro-Dollar Loans currently  outstanding  having  an Interest  Period  of  ___ months  and  ending  on  the  Election  Date  specified  below].                              2.     The date on which the conversion/continuation selected hereby is to be effective  is __________, ___________(the “Election Date”).4                 3.     The principal amount of the Group of Loans (or portion thereof) to which this  notice applies is $_________________.5                 4.     [The Group of Loans (or portion thereof) which are to be converted will bear  interest based upon the [Base Rate] [Adjusted London Interbank Offered Rate].]  [The Group of Loans (or  portion thereof) which are to be continued will bear interest based upon the [Base Rate][Adjusted London  Interbank Offered Rate].]                              5.     The Interest Period for such Loans will be _______________.6                                           PPL CAPITAL FUNDING, INC.                                                        By:                                                                     Name:                                                        4 Must be a Business Day.  5 May apply to a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion   is allocated ratably among the Loans comprising such Group and (ii) the portion to which such notice applies, and   the remaining portion to which it does not apply, are each $10,000,000 or any larger integral multiple of $1,000,000.  6 Applicable only in the case of a conversion to, or a continuation of, Euro-Dollar Loans.  Insert “one month”, “two   months”, “three months” or “six months” (subject to the provisions of the definition of Interest Period).                                            A-2-1  #93055055v4 





 






                             Title:                                                                                                                       A-2-2  #93055055v4 





 






                                                                               EXHIBIT B                                                                                                                                Form of Note                                                      FOR  VALUE  RECEIVED,  the  undersigned, PPL  CAPITAL  FUNDING, INC.,  a Delaware  corporation (the “Borrower”), promises to pay to _________________ (the “Lender”) or its permitted  successors and its registered assigns, in accordance with the Credit Agreement (as hereinafter defined), the  principal sum of ____________________ AND _______/100s DOLLARS ($______________), or, if less,  the principal amount of all Loans advanced by the Lender to the Borrower pursuant to the Credit Agreement  (as defined below), plus interest as hereinafter provided.           All  capitalized  terms  used  herein  shall  have  the  meanings  ascribed  to them  in  that  certain  $100,000,000 Term Loan Credit Agreement dated as of April 1, 2020 (as the same may be amended,  modified or supplemented from time to time, the “Credit Agreement”) by and among the Borrower,  PPL  Corporation,  as  Guarantor, the  lenders  party  thereto  (collectively,  the  “Lenders”) and  U.S.  Bank  National Association, as administrative agent (the “Administrative Agent”) for itself and on behalf of the  Lenders, except to the extent such capitalized terms are otherwise defined or limited herein.                  The Borrower shall repay principal outstanding hereunder from time to time, as necessary, in  order to comply with the Credit Agreement.  All amounts paid by the Borrower shall be applied to the  Obligations in such order of application as provided in the Credit Agreement.                  A final payment of all principal amounts and other Obligations then outstanding hereunder  shall be due and payable on the maturity date provided in the Credit Agreement, or such earlier date as  payment of the Loans shall be due, whether by acceleration or otherwise.                  The Borrower shall be entitled to borrow, repay, continue and convert the Lender’s Loans (or  portions thereof) hereunder pursuant to the terms and conditions of the Credit Agreement.  Prepayment  of the principal amount of any Loan may be made as provided in the Credit Agreement.                  The Borrower hereby promises to pay interest on the unpaid principal amount hereof as provided in  Article II of the Credit Agreement.  Interest under this Note shall also be due and payable when this Note  shall become due (whether at maturity, by reason of acceleration or otherwise).  Overdue principal and, to  the extent permitted by law, overdue interest, shall bear interest payable on DEMAND at the default rate  as provided in the Credit Agreement.                  In no event shall the amount of interest due or payable hereunder exceed the maximum rate of  interest allowed by applicable law, and in the event any such payment is inadvertently made by the  Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment  of principal, unless the Borrower shall notify the Lender in writing that it elects to have such excess sum  returned forthwith.  It is the express intent hereof that the Borrower not pay and the Lender not receive,  directly or indirectly in any manner whatsoever, interest in excess of that which may legally be paid by the  Borrower under applicable law.                  All parties now or hereafter liable with respect to this Note, whether the Borrower, any guarantor,  endorser or any other Person or entity hereby waive presentment for payment, demand, notice of non- payment or dishonor, protest and notice of protest of this Note.                  No delay or omission on the part of the Lender or its permitted successors and its registered  assigns in exercising its rights under this Note, or delay or omission on the part of the Lender or its  permitted successors and its registered assigns, the Administrative Agent or the Lenders collectively, or                                             B-1  #93055055v4 





 






   any  of  them,  in  exercising  its  or  their  rights  under  the  Credit Agreement  or  under  any  other  Loan  Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right  of the Lender or its permitted successors and its registered assigns, nor shall any waiver by the Lender or  its permitted successors and its registered assigns, the Administrative Agent, the Required Lenders or the  Lenders collectively, or any of them, of any such right or rights on any one occasion be deemed a bar to, or  waiver of, the same right or rights on any future occasion.                  This Note is one of the Notes referred to in, and evidences the Lender’s Loans (or portion  thereof) under, and is entitled to the benefits and subject to the terms of, the Credit Agreement, which  contains provisions with respect to the acceleration of the maturity of this Note upon the happening of  certain stated events, and provisions for prepayment.                  This  Note  is  entitled  to  the  benefit  of  the  Guaranty  of  the  Guarantor,  as  set  forth  in  the  Credit  Agreement.  Reference is made to the Credit Agreement for a description of the terms and conditions of such  Guaranty, and the respective rights and limitations of the Lender, the Borrower and the Guarantor thereunder.                  Unless  and  until  an  Assignment  and  Acceptance  effecting  the  assignment  or  transfer  of  the  obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in the  Register as provided in the Credit Agreement, the Borrower and the Administrative Agent shall be entitled  to deem and treat the Lender as the owner and holder of this Note and the Loan evidenced hereby.                  This Note shall be governed by and construed in accordance with the internal laws of the State of  New York.                     [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]                                                          B-2  #93055055v4 





 






          IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Note  to  be  executed  by  its duly  authorized representative as of the day and year first above written.                                     PPL CAPITAL FUNDING, INC.                                                        By:                                                                     Name:                            Title:                                                                                                       B-3  #93055055v4 





 






                                                                               EXHIBIT C                                                                                                                 Form of Assignment and Assumption Agreement                                                      This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective  Date set forth below and is entered into by and between [the] [each] 7 Assignor identified on the  Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”)  and  [the]  [each]8 Assignee  identified  on  the  Schedules  hereto  as “Assignee”  or  “Assignees”  (collectively, the “Assignees” and each an “Assignee”).  [It is understood and agreed that the rights  and obligations of [the Assignors] [the Assignees]9 hereunder are several and not joint.]10  Capitalized  terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified  below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each]  Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to  and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth  herein in full.                 For  an  agreed  consideration,  [the]  [each]  Assignor  hereby  irrevocably  sells  and  assigns  to [the  Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and  assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard  Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative  Agent as contemplated below (a) all of [the Assignor’s] [the respective Assignors’] rights and obligations  in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any  other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage  interest identified below of all of such outstanding rights and obligations of [the Assignor]  [the  respective Assignors] under the respective facilities identified below (including without limitation  any guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable  law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)]  [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known  or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments  delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to  any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,  statutory claims and all other claims at law or in equity related to the rights and obligations sold and  assigned  pursuant  to  clause  (a)  above  (the  rights  and  obligations  sold  and assigned  by  [the]  [any]  Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively  as, the “Assigned Interest”).  Each such sale and assignment is without recourse to [the] [any] Assignor  and, except as expressly provided in this Assignment and Assumption, without representation or warranty  by [the] [any] Assignor.          1.     Assignor:    See Schedule attached hereto    2.     Assignee:    See Schedule attached hereto                                                           7 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a   single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the   second bracketed language.  8 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a   single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second   bracketed language.  9 Select as appropriate.  10 Include bracketed language if there are either multiple Assignors or multiple Assignees.                                             C-1  #93055055v4 





 






   3.     Borrower:    PPL Capital Funding, Inc.    4.     Administrative  Agent:  U.S. Bank  National  Association,  as  the  administrative  agent  under  the  Credit Agreement    5.     Credit Agreement:  The $100,000,000 Term Loan Credit Agreement dated as of April 1, 2020 by  and among PPL Capital Funding, Inc., as Borrower, PPL Corporation, as Guarantor, the Lenders party  thereto  and  U.S.  Bank  National  Association,  as  Administrative  Agent  (as  amended,  restated,  supplemented or otherwise modified)    6.     Assigned Interest: See Schedule attached hereto    [7.    Trade Date:  ______________________]11                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                                                             11 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be  determined as of the Trade Date.                                             C-2  #93055055v4 





 






   Effective Date:  _____________, 20____    [TO  BE  INSERTED  BY  ADMINISTRATIVE  AGENT  AND  WHICH  SHALL     BE  THE  EFFECTIVE  DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]    The terms set forth in this Assignment and Assumption are hereby agreed to:    ASSIGNOR    [NAME OF ASSIGNOR]    By: ________________________________________  Title:      ASSIGNEE    See Schedule attached hereto                                                C-3  #93055055v4 





 






   [Consented to and]12 Accepted:    U.S. BANK NATIONAL ASSOCIATION,  as Administrative Agent    By                                        Title:      [Consented to:]13    PPL CAPITAL FUNDING, INC.    By __________________________________   Title:                                                                      12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.  13 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.                                             C-4  #93055055v4 





 






                                         SCHEDULE                                                                             To Assignment and Assumption                                               By its execution of this Schedule, the Assignee(s) agree(s) to the terms set forth in the attached  Assignment and Assumption.    Assigned Interests:     Aggregate Amount of  Amount of            Percentage Assigned of CUSIP Number   Commitment/ Loans for Commitment/ Loans   Commitment/ Loans16   all Lenders14        Assigned15     $                    $                    %                        [NAME OF ASSIGNEE]17                           [and is an Affiliate of [identify Lender]]18                                                            14 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the   Trade Date and the Effective Date.  15 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the   Trade Date and the Effective Date.  16 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.  17 Add additional signature blocks, as needed.  18 Select as applicable.                                             C-5  #93055055v4 





 






                             ANNEX 1 to Assignment and Assumption                                                                   TERM LOAN CREDIT AGREEMENT DATED AS OF                                        APRIL 1, 2020                                     BY AND AMONG                       PPL CAPITAL FUNDING, INC., AS BORROWER,                            PPL CORPORATION, AS GUARANTOR                              THE LENDERS PARTY THERETO                         AND U.S. BANK NATIONAL ASSOCIATION,                                AS ADMINISTRATIVE AGENT         STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION                                                      1.    Representations and Warranties.                        1.1 Assignor.  [The] [Each] Assignor (a) represents and warrants that (i) it is the legal  and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned Interest is free and  clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has  taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the  transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,  warranties  or  representations  made  in  or  in connection  with  the  Credit  Agreement  or  any  other  Loan  Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the  Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its  Subsidiaries  or Affiliates  or  any  other  Person  obligated  in  respect  of  any  Loan  Document  or  (iv)  the  performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any  of their respective obligations under any Loan Document.                              1.2.  Assignee.  [The] [Each] Assignee (a) represents and warrants that (i) it has full  power and authority, and has taken all action necessary, to execute and deliver this Assignment and  Assumption and to consummate the transactions contemplated hereby and to become a Lender under the  Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement  (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after  the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,  to  the  extent  of  the  Assigned Interest,  shall  have  the  obligations  of  a  Lender  thereunder, (iv) it  is  sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest  and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest,  is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement,  together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof,  as applicable, and such other documents and information as it has deemed appropriate to make its own  credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [the  relevant] Assigned Interest on the basis of which it has made such analysis and decision independently and  without reliance on the Administrative Agent or any other Lender and (vi) based on such documents and  information as it has deemed appropriate, made its own credit analysis and decision to enter into this  Assignment and Assumption and to purchase [the][such] Assigned Interest and (b) agrees that (i) it will,  independently and without reliance on the Administrative Agent, [the] [any] Assignor or any  other  Lender, and based on such documents and information as it shall deem appropriate at the time, continue  to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will  perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are  required to be performed by it as a Lender.                        2.    Payments.  From and after the Effective Date, the Administrative Agent shall make all  payments in  respect of the Assigned Interest (including payments of principal, interest, fees and other                                             C-6  #93055055v4 





 






   amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the  Assignee for amounts that have accrued from and after the Effective Date. Notwithstanding the foregoing,  the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from  and after the Effective Date to [the][the relevant] Assignee.           3.    General Provisions.  This Assignment and Assumption shall be binding upon, and inure  to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and  Assumption  may  be  executed  in  any  number  of  counterparts,  which  together shall  constitute  one  instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption  by  telecopy  shall  be  effective  as delivery of  a  manually  executed counterpart of this Assignment and  Assumption.  This Assignment and Assumption shall be governed by and construed in accordance with  the internal laws of the State of New York.                                                C-7  #93055055v4 





 






                                                                         EXHIBIT D                                                                                                                                                                                        Forms of Opinion of Counsel for the Loan Parties                                                        [see attached]                                           D-1  #93055055v4 





 






                                                                             EXHIBIT E-1                                                                                                                                  FORM OF                           U.S. TAX COMPLIANCE CERTIFICATE        (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)                               Reference is hereby made to the Credit Agreement dated as of April 1, 2020 (as  amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PPL  Capital Funding, Inc., as the Borrower, PPL Corporation, as the Guarantor, and U.S. Bank National  Association, as the Administrative Agent, and the Lenders from time to time party thereto.                Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned  hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s)  evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within  the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the  Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign  corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.                The undersigned has furnished the Administrative Agent and the Borrower with a  certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing  this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the  undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the  undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly  completed and currently effective certificate in either the calendar year in which each payment is to be  made to the undersigned, or in either of the two calendar years preceding such payments.                Unless otherwise defined herein, terms defined in the Credit Agreement and used herein  shall have the meanings given to them in the Credit Agreement.   [NAME OF LENDER]      By:_________________________________  Name:  Title:   Date:  ________ __, 20[  ]                                                E-1-1  #93055055v4 





 






                                                                             EXHIBIT E-2                                                                                                                                  FORM OF                           U.S. TAX COMPLIANCE CERTIFICATE       (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)                               Reference is hereby made to the Credit Agreement dated as of April 1, 2020 (as  amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PPL  Capital Funding, Inc., as the Borrower, PPL Corporation, as the Guarantor, and U.S. Bank National  Association, as the Administrative Agent, and the Lenders from time to time party thereto.                Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned  hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it  is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,  (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of  the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in  Section 881(c)(3)(C) of the Code.                The undersigned has furnished its participating Lender with a certificate of its non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the  undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall  promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such  Lender with a properly completed and currently effective certificate in either the calendar year in which  each payment is to be made to the undersigned, or in either of the two calendar years preceding such  payments.                Unless otherwise defined herein, terms defined in the Credit Agreement and used herein  shall have the meanings given to them in the Credit Agreement.   [NAME OF PARTICIPANT]      By:_________________________________  Name:  Title:   Date:  ________ __, 20[  ]                                             E-2-1  #93055055v4 





 






                                                                             EXHIBIT E-3                                                                                                                                  FORM OF                            U.S. TAX COMPLIANCE CERTIFICATE         (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)                               Reference is hereby made to the Credit Agreement dated as of April 1, 2020 (as  amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PPL  Capital Funding, Inc., as the Borrower, PPL Corporation, as the Guarantor, and U.S. Bank National  Association, as the Administrative Agent, and the Lenders from time to time party thereto.                Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned  hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing  this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such  participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect  partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary  course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its  direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of  Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled  foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.                The undersigned has furnished its participating Lender with IRS Form W-8IMY  accompanied by one of the following forms from each of its partners/members that is claiming the  portfolio interest exemption:  (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W- 8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such  partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this  certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the  undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times  furnished such Lender with a properly completed and currently effective certificate in either the calendar  year in which each payment is to be made to the undersigned, or in either of the two calendar years  preceding such payments.                Unless otherwise defined herein, terms defined in the Credit Agreement and used herein  shall have the meanings given to them in the Credit Agreement.   [NAME OF PARTICIPANT]      By:_________________________________  Name:  Title:   Date:  ________ __, 20[  ]                                                                                        E-3-1  #93055055v4 





 






                                                                             EXHIBIT E-4                                                                                                                                  FORM OF                           U.S. TAX COMPLIANCE CERTIFICATE          (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)                               Reference is hereby made to the Credit Agreement dated as of April 1, 2020 (as  amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PPL  Capital Funding, Inc., as the Borrower, PPL Corporation, as the Guarantor, and U.S. Bank National  Association, as the Administrative Agent, and the Lenders from time to time party thereto.                Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned  hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such  Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are  the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with  respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither  the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to  a loan agreement entered into in the ordinary course of its trade or business within the meaning of  Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent  shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its  direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as  described in Section 881(c)(3)(C) of the Code.                The undersigned has furnished the Administrative Agent and the Borrower with IRS  Form W-8IMY accompanied by one of the following forms from each of its partners/members that is  claiming the portfolio interest exemption:  (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an  IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such  partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this  certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the  undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the  undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly  completed and currently effective certificate in either the calendar year in which each payment is to be  made to the undersigned, or in either of the two calendar years preceding such payments.                Unless otherwise defined herein, terms defined in the Credit Agreement and used herein  shall have the meanings given to them in the Credit Agreement.   [NAME OF LENDER]      By:_________________________________  Name:  Title:   Date:  ________ __, 20[  ]                                                  E-4-1  #93052149v11