Exhibit 10.1


 


[Execution Copy]


 


 


 


 


 


 


TERM LOAN AGREEMENT


 


 


 


by and among


 


 


 


PG&E CORPORATION,

as Borrower,


 


the Several Lenders from Time to Time Parties
Hereto,


 


and


 


MIZUHO BANK, LTD.,

as the Administrative Agent


 


 


Dated as of April 16, 2018


 


 


 


MIZUHO BANK, LTD.;

ROYAL BANK OF CANADA and

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers and

Joint Bookrunners



    	 



    	



    



	SECTION 1. DEFINITIONS	1
	 	 
	 	1.1	 	Defined Terms	1
	 	1.2	 	Other Definitional Provisions and Interpretative Provisions	14
	 	 	 	 	 
	SECTION 2. AMOUNT AND TERMS OF THE LOANS	15
	 	 
	 	2.1	 	Term Loans	15
	 	2.2	 	Fees	15
	 	2.3	 	Repayment of Loans; Evidence of Debt	16
	 	2.4	 	Optional Prepayments	16
	 	2.5	 	Conversion and Continuation Options	16
	 	2.6	 	Limitations on Eurodollar Tranches	17
	 	2.7	 	Interest Rates; Payment Dates and Payments	17
	 	2.8	 	Computation of Interest and Fees	18
	 	2.9	 	Inability to Determine Interest Rate	18
	 	2.10	 	Pro Rata Treatment and Payments; Notes	19
	 	2.11	 	Change of Law	20
	 	2.12	 	Taxes	21
	 	2.13	 	Indemnity	25
	 	2.14	 	Change of Lending Office	25
	 	2.15	 	Replacement of Lenders	25
	 	2.16	 	Extension	26
	 	 	 	 	 
	SECTION 3. REPRESENTATIONS AND WARRANTIES	26
	 	 
	 	3.1	 	Financial Condition	26
	 	3.2	 	No Change	27
	 	3.3	 	Existence; Compliance with Law	27
	 	3.4	 	Power; Authorization; Enforceable Obligations	27
	 	3.5	 	No Legal Bar	27
	 	3.6	 	Litigation	28
	 	3.7	 	No Default	28
	 	3.8	 	Taxes	28
	 	3.9	 	Federal Regulations	28
	 	3.10	 	ERISA	28
	 	3.11	 	Investment Company Act; Other Regulations	29
	 	3.12	 	Use of Proceeds	29
	 	3.13	 	Environmental Matters	29
	 	3.14	 	Regulatory Matters	29
	 	3.15	 	Sanctions	29
	 	 	 	 	 
	SECTION 4. CONDITIONS TO THE CLOSING DATE	30
	 	 
	SECTION 5. AFFIRMATIVE COVENANTS	30
	 	 
	 	5.1	 	Financial Statements	31
	 	5.2	 	Certificates; Other Information	31






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	 	5.3	 	Payment of Taxes	32
	 	5.4	 	Maintenance of Existence; Compliance	32
	 	5.5	 	Maintenance of Property; Insurance	32
	 	5.6	 	Inspection of Property; Books and Records; Discussions	32
	 	5.7	 	Notices	33
	 	5.8	 	Maintenance of Licenses, etc	33
	 	 	 	 	 
	SECTION 6. NEGATIVE COVENANTS	33
	 	 
	 	6.1	 	Consolidated Capitalization Ratio	34
	 	6.2	 	Liens	34
	 	6.3	 	Fundamental Changes	35
	 	6.4	 	Ownership of PG&E Utility Common Stock	35
	 	 	 	 	 
	SECTION 7. EVENTS OF DEFAULT	35
	 	 
	SECTION 8. MISCELLANEOUS	38
	 	 
	 	8.1	 	Amendments and Waivers	38
	 	8.2	 	Notices	39
	 	8.3	 	No Waiver; Cumulative Remedies	40
	 	8.4	 	Survival of Representations and Warranties	40
	 	8.5	 	Payment of Expenses	40
	 	8.6	 	Successors and Assigns; Participations and Assignments	41
	 	8.7	 	Adjustments; Set off	44
	 	8.8	 	Counterparts	45
	 	8.9	 	Severability	45
	 	8.10	 	Integration	45
	 	8.11	 	GOVERNING LAW	45
	 	8.12	 	Submission To Jurisdiction; Waivers	45
	 	8.13	 	Acknowledgments	46
	 	8.14	 	Confidentiality	46
	 	8.15	 	WAIVER OF JURY TRIAL	47
	 	8.16	 	USA Patriot Act	47
	 	8.17	 	Judicial Reference	47
	 	8.18	 	No Advisory or Fiduciary Responsibility	47
	 	 	 	 	 
	SECTION 9. ADMINISTRATIVE AGENT	48
	 	 
	 	9.1	 	Appointment and Authority	48
	 	9.2	 	Delegation of Duties	48
	 	9.3	 	Exculpatory Provisions	49
	 	9.4	 	Reliance by Administrative Agent	50
	 	9.5	 	Non-Reliance on Agents and Other Lenders	50
	 	9.6	 	Indemnification	50
	 	9.7	 	Administrative Agent in Its Individual Capacity	51




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	 	9.8	 	Successor Administrative Agent	51
	 	9.9	 	Administrative Agent May File Proofs of Claim	52
	 	9.10	 	No Other Duties, Etc	52



 


EXHIBITS:


 


	A	Form of Compliance Certificate
	B	Form of Closing Certificate
	C	Form of Assignment and Assumption
	D	Reserved
	E	Forms of U.S. Tax Compliance Certificates
	F	Form of Note




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TERM LOAN AGREEMENT


 


This TERM LOAN AGREEMENT
(this “Agreement”), dated as of April 16, 2018, by and among PG&E CORPORATION, a California corporation
(the “Borrower”), the several banks and other financial institutions or entities from time to time parties to
this Agreement (the “Lenders”), MIZUHO BANK, LTD. (“Mizuho”), ROYAL BANK OF CANADA (“Royal
Bank”) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as joint lead arrangers and joint bookrunners
(together and in such capacities, the “Arrangers”), and MIZUHO BANK, LTD., as administrative agent (in such
capacity, together with any successor thereto, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
has requested the Lenders make available to the Borrower loans on the Closing Date in the aggregate principal amount of $350,000,000
to be used for general corporate purposes, including repayment of debt; and


 


WHEREAS, each Lender
is willing to make available to the Borrower such loans upon the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing recitals, the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower and the Lenders hereby agree as follows:


 


SECTION 1. DEFINITIONS


 


1.1 Defined Terms.
As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.


 


“ABR”
means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Base
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurodollar
Base Rate for Eurodollar Loans with a one-month Interest Period commencing on such day plus the Applicable Margin for Eurodollar
Loans. For purposes hereof, “Base Rate” shall mean the rate of interest per annum publicly announced from time
to time by the Administrative Agent as its base rate in effect at its principal office in New York City (the Base Rate not being
intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors).
Any change in the ABR due to a change in the Base Rate, the Federal Funds Effective Rate or the Eurodollar Base Rate shall be effective
as of the opening of business on the effective day of such change in the Base Rate, the Federal Funds Effective Rate or the Eurodollar
Base Rate, respectively.


 


“ABR Loans”
means Loans the rate of interest applicable to which is based upon the ABR.


 


“Administrative
Agent” has the meaning assigned to that term in the introductory paragraph of this Agreement.



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


 


“Agreement”
means this Term Loan Agreement, as the same may from time to time be amended, supplemented or modified.


 


“Applicable
Margin” means for any day, the applicable rate per annum set forth under the relevant column heading below, based upon
the Applicable Ratings then in effect:


 


	Level	 	Applicable Rating

    S&P/Moody’s	 	Applicable Margin

    for

    ABR Loans	 	Applicable Margin

    for

    Eurodollar Loans
	1	 	A-/A3 or above	 	0.000%	 	1.000%
	2	 	BBB+/Baa1	 	0.050%	 	1.050%
	3	 	BBB/Baa2	 	0.125%	 	1.125%
	4	 	BBB-/Baa3 or lower	 	0.200%	 	1.200%


 


Subject to the provisions of this paragraph
regarding split ratings, changes in the Applicable Margin shall become effective on the date on which S&P and/or Moody’s
changes its relevant Applicable Rating. In the event the Applicable Ratings of S&P and Moody’s are in different levels
set forth in the grid above, the higher of the two Applicable Ratings (i.e., the Applicable Rating set forth in the grid
above opposite the lower numerical level number) shall govern. In the event that, at any time, an Applicable Rating is not available
from one of such rating agencies, the Applicable Margin shall be determined on the basis of the Applicable Rating from the other
rating agency. In the event that, at any time, Applicable Ratings from each such rating agency are not available for companies
generally, the Applicable Margin shall be determined on the basis of the last Applicable Rating(s) made available. In the event
that, at any time, such Applicable Ratings are not available for the Borrower or PG&E Utility but are generally available for
other companies, then the Applicable Margins shall be those set forth above opposite level 4.


 


“Applicable
Rating” means for the purpose of determining the Applicable Margin, (a) as long as either Moody’s or S&P assigns
a Rating, the Applicable Rating shall be the Rating assigned by Moody’s and/or S&P or (b) if neither Moody’s or
S&P assigns a Rating, the Applicable Rating shall be the rating that is one numeric level below the rating assigned by Moody’s
and/or S&P to the long-term, senior unsecured, non-credit enhanced debt rating of PG&E Utility unless the long-term, senior
unsecured, non-credit enhanced debt rating of PG&E Utility is rated below “Baa2” by Moody’s and below “BBB”
by S&P in which case the Applicable Rating shall be the rating set forth opposite level 4 in the applicable grid. For example,
if neither Moody’s or S&P assigns a Rating and the long-term, senior unsecured, non-credit enhanced debt rating of PG&E
Utility is “A3” by Moody’s and “A-” by S&P, the Applicable Rating for Moody’s will be “Baa1”
and the Applicable Rating for S&P will be “BBB+”.


 


“Arrangers” has the meaning
assigned to that term in the introductory paragraph of this Agreement.



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“Assignee” has the meaning
set forth in Section 8.6(b)(i).


 


“Assignment and Assumption”
means an Assignment and Assumption, substantially in the form of Exhibit C.


 


“Beneficial
Owner” has the meaning assigned to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Sections 13(d) and 14(d) of the Exchange
Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has
the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially
Owned” have correlative meanings.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Borrower”
has the meaning assigned to that term in the introductory paragraph of this Agreement.


 


“Business Day”
means any day other than a Saturday, Sunday or a day on which commercial banks are authorized by law to close in New York, New
York, San Francisco, California or, if different, the city in which the office of the Administrative Agent is located; provided,
that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in Dollar deposits in the London interbank eurodollar market.


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to
purchase any of the foregoing.


 


“Change of
Control” means (a) any person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as
of the Closing Date) shall become the Beneficial Owner of shares representing more than 30% of the voting power of the Borrower’s
Capital Stock, or (b) during any consecutive 24-month period, occupation of a majority of the seats (other than vacant seats) on
the Borrower’s board of directors (the “Board”) by persons whose nomination or election as a director, whether
by shareholders, the Board or a committee of the Board, was not approved by a majority of the members of the Board who at such
time were either (i) directors on the first day of such period, (ii) directors whose nomination or election to the Board was approved
by individuals referred to in clause (i) constituting at the time of such nomination or election a majority of the Board or (iii)
directors whose nomination or election to the Board was approved by individuals referred to in clauses (i) and (ii) constituting
at the time of such nomination or election a majority of the Board, provided that no event described in clauses (a) or (b) shall
constitute a Change of Control if after giving effect to such event the Ratings by Moody’s and S&P shall be at least
the higher of (1) Baa3 from Moody’s and BBB- from S&P and (2) the Ratings by such rating agencies of such debt in effect
before the earlier of the occurrence or the public announcement of such event.



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


 


“Closing Date”
means the date on which the conditions precedent set forth in Section 4 shall have been satisfied or waived by the Lenders.


 


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


 


“Commonly Controlled
Entity” means an entity, whether or not incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section
414 of the Code.


 


“Compliance
Certificate” means a certificate duly executed by a Responsible Officer substantially in the form of Exhibit A.


 


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


 


“Consolidated
Capitalization” means on any date of determination, the sum of (a) Consolidated Total Debt on such date, plus
without duplication, (b) (i) the amounts set forth opposite the captions “common shareholders’ equity” (or any
similar caption) and “preferred stock” (or any similar caption) on the consolidated balance sheet, prepared in accordance
with GAAP, of the Borrower and its Subsidiaries as of such date, and (ii) the outstanding principal amount of any junior subordinated
deferrable interest debentures or other similar securities issued by the Borrower or any of its Subsidiaries after the Closing
Date.


 


“Consolidated
Capitalization Ratio” means, on any date of determination, the ratio of (a) Consolidated Total Debt to (b) Consolidated
Capitalization.


 


“Consolidated
Total Debt” means, at any date, the aggregate principal amount of all obligations of the Borrower and its Significant
Subsidiaries at such date that in accordance with GAAP would be classified as debt on a consolidated balance sheet of the Borrower,
and without duplication all Guarantee Obligations of the Borrower and its Significant Subsidiaries at such date in respect of obligations
of any other Person that in accordance with GAAP would be classified as debt on a consolidated balance sheet of such Person; provided
that, the



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determination of “Consolidated
Total Debt” shall exclude, without duplication, (a) the Securitized Bonds, (b) Indebtedness of the Borrower and its Significant
Subsidiaries in an amount equal to the amount of cash held as cash collateral for any fully cash collateralized letter of credit
issued for the account of the Borrower or any Significant Subsidiary, (c) imputed Indebtedness of the Borrower or any Significant
Subsidiary incurred in connection with power purchase and fuel agreements, (d) any junior subordinated deferrable interest debentures
or other similar securities issued by the Borrower or any of its Subsidiaries after the Closing Date and (e) as of a date of determination,
the amount of any securities included within the caption “preferred stock” (or any similar caption) on the consolidated
balance sheet, prepared in accordance with GAAP, of the Borrower and its Subsidiaries as of such date.


 


“Contractual
Obligation” means as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


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


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, 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 of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.


 


“Disposition”
means, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.


 


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


 


“Eligible Assignee”
means (a) any commercial bank or other financial institution having a senior unsecured debt rating by Moody’s of A3 or better
and by S&P of A- or better, which is domiciled in a country which is a member of the OECD or (b) with respect to any Person
referred to in the preceding clause (a), any other Person that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course of business all of the Capital Stock of which is owned, directly or indirectly,
by such Person; provided that in the case of clause (b), the Borrower shall have consented to the designation of such Person
as an Eligible Assignee (such consent of the Borrower not to be unreasonably withheld or delayed).


 


“Environmental
Laws” means any and all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating
to or



    	5



    	



    

imposing liability or standards of conduct
concerning protection of human health or the environment, as now or may at any time hereafter be in effect.


 


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


 


“Eurocurrency Liabilities”
has the meaning set forth in Regulation D of the Board.


 


“Eurocurrency
Reserve Requirements” of any Lender for any Interest Period as applied to a Eurodollar Loan means the reserve percentage
applicable 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 any regulations of the Board
or other Governmental Authority having jurisdiction with respect to determining the maximum reserve requirement (including basic,
supplemental and emergency reserves) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period.


 


“Eurodollar
Base Rate” means, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per
annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the
first day of such Interest Period appearing on Reuters Screen pages LIBOR01 or LIBOR02 (or on any successor or substitute pages
of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided
on such pages of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to Dollar deposits in the London interbank market, in each case the “LIBO Screen Rate”)
at or about 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period; provided that if
the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. In the event
that LIBO Screen Rate is unavailable, the “Eurodollar Base Rate” shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the
absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about
11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market
where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein; provided that if any Eurodollar Base Rate so determined shall
be less than zero, such Eurodollar Base Rate shall be deemed to be zero for purposes of this Agreement.


 


“Eurodollar
Loans” means Loans the rate of interest applicable to which is based upon the Eurodollar Rate.


 


“Eurodollar
Rate” means, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined
for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):


 


	Eurodollar Base Rate
	1.00 - Eurocurrency Reserve Requirements




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“Eurodollar
Tranche” means the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of
which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same
day).


 


“Event of Default”
means any of the events specified in Section 7; provided that any requirement for the giving of notice, the lapse of time,
or both, has been satisfied.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment
to any Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of or having its principal office in or,
in the case of any Lender, its lending office or funding office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to any Loan pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in such Loan or (ii) such Lender changes its lending office, except in each case to the
extent that, pursuant to Section 2.14, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable
to such Recipient’s failure to comply with Section 2.12 and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


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


 


“Federal Funds
Effective Rate” means for any day, the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations
for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected
by it.


 


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


 


“FPA”
means the Federal Power Act, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Funding Office”
means the office of the Administrative Agent specified in Schedule 8.2 or such other office as may be specified from time to time
by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.



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“GAAP”
means generally accepted accounting principles in the United States as in effect from time to time, except as noted below. In the
event that any “Change in Accounting Principles” (as defined below) shall occur and such change results in a change
in the method of calculation of financial covenants, standards or terms in this Agreement, then, upon the request of the Borrower
or the Required Lenders, the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions
of this Agreement so as to reflect equitably such Change in Accounting Principles with the desired result that the criteria for
evaluating the Borrower’s financial condition shall be the same after such Change in Accounting Principles as if such Change
in Accounting Principles had not been made. Until such time as such an amendment shall have been executed and delivered by the
Borrower, the Required Lenders and the Administrative Agent, all financial covenants, standards and terms in this Agreement shall
continue to be calculated or construed as if such Change in Accounting Principles had not occurred. “Change in Accounting
Principles” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or any successor
thereto, the SEC or, if applicable, the Public Company Accounting Oversight Board.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners and supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee
Obligation” means as to any Person (the “guaranteeing person”), any obligation, including a reimbursement,
counterindemnity or similar obligation, of the guaranteeing person that guarantees any Indebtedness, leases, dividends or other
obligations (the “primary obligations”) of any other third Person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance
or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, (iv) otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof or (v) to reimburse or indemnify an issuer of a letter of credit, surety bond or guarantee issued
by such issuer in respect of primary obligations of a primary obligor other than the Borrower or any Significant Subsidiary; provided,
however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made
and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such
Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are
not stated or



    	8



    	



    

determinable, in which case the amount
of such Guarantee Obligation shall be such guaranteeing person’s reasonably anticipated liability in respect thereof as determined
by the Borrower in good faith.


 


“Indebtedness”
means, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other than trade payables, including under energy procurement
and transportation contracts, incurred in the ordinary course of such Person’s business), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of
the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all
obligations of such Person as lessee which are capitalized in accordance with GAAP, (f) all obligations of such Person, contingent
or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements
(other than reimbursement obligations, which are not due and payable on such date, in respect of documentary letters of credit
issued to provide for the payment of goods and services in the ordinary course of business), (g) the liquidation value of all mandatorily
redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the
kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above
secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien
on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation (provided, that if such Person is not liable for such obligation, the amount of such
Person’s Indebtedness with respect thereto shall be deemed to be the lesser of the stated amount of such obligation and the
value of the property subject to such Lien), and (j) for the purposes of Section 8(e) only, all obligations of such Person in respect
of Swap Agreements, provided that Indebtedness as used in this Agreement shall exclude any Non-Recourse Debt. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.


 


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


 


“Insolvency”
means with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Insolvent”
means pertaining to a condition of Insolvency.


 


“Interest Payment
Date” means (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan
is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months
or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period



    	9



    	



    

longer than three months, each day that
is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period,
and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.


 


“Interest Period”
means, as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one week, one month, two months, three months or six months or (if available to
all Lenders) nine months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case
may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one week, one month, two months, three months or six months or (if available to all
Lenders) nine months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 12:00
Noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with
respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:


 


(i) if any
Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event
such Interest Period shall end on the immediately preceding Business Day;


 


(ii) the Borrower
may not select an Interest Period that would extend beyond the Maturity Date;


 


(iii) any Interest
Period whose length is one month, two months, three months, six months or nine months that 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 end on the last Business Day of a calendar month; and


 


(iv) the Borrower
shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for
such Loan.


 


“IRS” means the United
States Internal Revenue Service.


 


“knowledge
of the Borrower” means the actual knowledge of any Responsible Officer of the Borrower.


 


“Lenders”
has the meaning assigned to that term in the introductory paragraph of this Agreement.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any capital lease having substantially the same economic
effect as any of the foregoing).



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“Loan”
and “Loans” each has the meaning set forth in Section 2.1.


 


“Loan Documents”
means this Agreement, the Notes and, in each case, any amendment, waiver, supplement or other modification to any of the foregoing.


 


“Material Adverse
Effect” means (a) a change in the business, property, operations or financial condition of the Borrower and its Subsidiaries
taken as a whole that could reasonably be expected to materially and adversely affect the Borrower’s ability to perform its
obligations under the Loan Documents or (b) a material adverse effect on the validity or enforceability of this Agreement or any
of the other Loan Documents.


 


“Materials
of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum
products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental
Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


 


“Maturity Date”
means the date that is the second anniversary of the Closing Date or such later date to which then then current Maturity Date is
extended.


 


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


 


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


 


“Non-Recourse
Debt” means Indebtedness of the Borrower or any of its Significant Subsidiaries that is incurred in connection with the
acquisition, construction, sale, transfer or other disposition of specific assets, to the extent recourse, whether contractual
or as a matter of law, for non-payment of such Indebtedness is limited (a) to such assets, or (b) if such assets are (or are to
be) held by a Subsidiary formed solely for such purpose, to such Subsidiary or the Capital Stock of such Subsidiary.


 


“Notes” has the meaning
set forth in Section 2.10.


 


“Obligations”
means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether
direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses
(including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that
are required to be paid by the Borrower pursuant hereto) or otherwise.



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“OECD”
means the countries constituting the “Contracting Parties” to the Convention on the Organisation for Economic Co-operation
and Development, as such term is defined in Article 4 of such Convention.


 


“OFAC”
has the meaning assigned to that term in Section 3.15.


 


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


 


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


 


“Participant” has the
meaning assigned to that term in Section 8.6(c)(i).


 


“Participant
Register” has the meaning assigned to that term in Section 8.6(c)(iii).


 


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


 


“Person”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.


 


“PG&E Utility” means
Pacific Gas and Electric Company, a California corporation.


 


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


 


“Rating”
means each rating announced by S&P and Moody’s in respect of the Borrower’s senior unsecured, non credit-enhanced
debt.


 


“Recipient” means the
Administrative Agent or any Lender.


 


“Register” has the meaning
assigned to that term in Section 8.6(b)(iv).


 


“Regulation
U” means Regulation U of the Board as in effect from time to time.



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


 


“Reorganization”
means with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day
notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.


 


“Required Lenders”
means, at any time, the holders of more than 50% of the aggregate principal amount of the Loans; provided, however, if at any date
of determination there are two or fewer Lenders, “Required Lenders” shall constitute 100% of the Lenders.


 


“Requirement
of Law” means, as to any Person, the articles of incorporation and bylaws or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is
subject.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the
Borrower, but in any event, with respect to financial matters, the chief financial officer, treasurer or assistant treasurer of
the Borrower.


 


“S&P” means S&P
Global Ratings, a division of S&P Global Inc., and any successor thereto.


 


“SEC”
means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 


“Securitized Bonds” means
any securitized bonds or similar asset-backed securities that are non-recourse to PG&E Utility, are issued by a special purpose
Subsidiary of PG&E Utility and are payable from a specific or dedicated rate component.


 


“Significant
Subsidiary” has the meaning assigned to that term in Article 1, Rule 1-02(w) of Regulation S-X of the Exchange Act as
of the Closing Date, provided that notwithstanding the foregoing, neither PG&E Energy Recovery Funding LLC nor any other
special purpose finance subsidiary shall constitute a Significant Subsidiary. Unless otherwise qualified, all references to a “Significant
Subsidiary” or to “Significant Subsidiaries” in this Agreement shall refer to a Significant Subsidiary or Significant
Subsidiaries of the Borrower.


 


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


 


“Specified
Exchange Act Filings” means the Borrower’s Form 10-K annual report for the year ended December 31, 2017 and each
and all of the Form 10-Ks, Form 10-Qs and Form 8-Ks (and to the extent applicable proxy statements) filed by the Borrower or PG&E
Utility with the



    	13



    	



    

SEC after December 31, 2017 and prior to
the date that is one Business Day before the date of this Agreement.


 


“Subsidiary”
means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


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


 


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


 


“Transferee”
means any Assignee or Participant.


 


“Type”
means, as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.


 


“United States”
means the United States of America.


 


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


 


1.2 Other Definitional
Provisions and Interpretative Provisions.


 


(a) Other Definitional
Provisions. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used
in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. The words “hereof”,
“herein” and “hereunder” and words of similar import, when used in this Agreement, shall
refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references
are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms.


 


(b) Interpretation.
As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
except as otherwise



    	14



    	



    

provided therein, (i) accounting terms
relating to the Borrower and its Significant Subsidiaries defined in Section 1.1 and accounting terms partly defined in Section
1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume or become
liable in respect of (and the words “incurred” and “incurrence” shall have correlative meanings),
(iv) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless
otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise
modified from time to time.


 


(c) Significant Subsidiaries.
The Borrower shall not be required to perform, nor shall it be required to guarantee the performance of, any of the affirmative
covenants set forth in Section 5 that apply to any of its Significant Subsidiaries nor shall any of the Borrower’s Significant
Subsidiaries be required to perform, nor shall any of such Significant Subsidiaries be required to guarantee the performance of,
any of the Borrower’s affirmative covenants set forth in Section 5 or any of the affirmative covenants set forth in Section
5 that apply to any other Significant Subsidiary; provided, that nothing in this Section 1.2(c) shall prevent the occurrence
of a Default or an Event of Default arising out of the Borrower’s failure to cause any Significant Subsidiary to comply with
the provisions of this Agreement applicable to such Significant Subsidiary.


 


SECTION 2. AMOUNT AND TERMS OF THE LOANS


 


2.1 Term Loans.
Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a single loan to the Borrower
in an amount equal to: $116,666,666.67, in the case of Mizuho, $116,666,666.67, in the case of Royal Bank, and $116,666,666.66,
in the case of SMBC (each, a “Loan,” and, collectively, the “Loans”), with the aggregate
amount of all Loans on the Closing Date to equal $350,000,000.00. As long as the Administrative Agent has received a notice of
borrowing specifying the initial Interest Period, executed by an authorized officer of the Borrower, not later than 12:00 Noon,
New York City time, three Business Days prior to the Closing Date and the Borrower has executed and delivered to the Administrative
Agent for the benefit of the Lenders a mutually agreed break funding indemnity letter (the “Break Funding Letter”),
the Loans shall initially be made as Eurodollar Loans. If the Administrative Agent has not received a notice of borrowing specifying
the initial Interest Period, executed by an authorized officer of the Borrower, or the fully executed Break Funding Letter, by
12:00 Noon, New York City time, three Business Days prior to the Closing Date, the Loans shall initially be made as ABR Loans.
Subject to the terms and conditions of this Agreement, the Borrower may elect to convert all or a portion of an ABR Loan to a Eurodollar
Loan and vice versa. Once repaid, the Loans may not be reborrowed.


 


2.2 Fees. The
Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any written, duly executed
fee agreement with the Administrative Agent and to perform any other obligations contained therein.



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2.3 Repayment of
Loans; Evidence of Debt.


 


(a) The Borrower hereby
unconditionally promises to pay to each Lender the then unpaid principal amount of such Lender’s Loan on the Maturity Date.


 


(b) Each Lender shall
maintain accounts in which it shall record (i) the amount of the Loan made by it hereunder, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to such Lender hereunder, and (iii) the amount of any sum
received by such Lender hereunder for the account of such Lender.


 


(c) The entries made
in the accounts maintained pursuant to paragraph (b) of this Section shall be prima facie evidence of the existence and amounts
of the obligations recorded therein; provided that the failure of any Lender to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Borrower to repay such Lender’s Loan in accordance with the terms of
this Agreement.


 


2.4 Optional Prepayments.
The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable
notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in
the case of Eurodollar Loans, and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the case of
ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR
Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Upon receipt of any such notice the Administrative
Agent shall promptly notify the Lenders thereof. If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with accrued interest to such date on the amount prepaid.


 


2.5 Conversion and
Continuation Options.


 


(a) The Borrower may
elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of
such election no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided
that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice
of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date
(which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted
into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their
sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify
the Lenders thereof.


 


(b) Any Eurodollar Loan
may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable
notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”



    	16



    	



    

set forth in Section 1.1, of the length
of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such when
any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit
such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described
above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative
Agent shall promptly notify the Lenders thereof.


 


2.6 Limitations on
Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, conversions and continuations of Eurodollar
Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal
to $1,000,000 or a whole multiple of $500,000 in excess thereof and (b) no more than 5 Eurodollar Tranches shall be outstanding
at any one time.


 


2.7 Interest Rates;
Payment Dates and Payments.


 


(a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar
Rate determined for such day plus the Applicable Margin.


 


(b) Each ABR Loan shall
bear interest at a rate per annum equal to the ABR plus the Applicable Margin.


 


(c) (i) If all or a
portion of the principal amount of the Loans shall not be paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a default rate per annum equal to (x) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%, and (ii) if all or a portion
of any interest payable on the Loans or any fee payable (excluding any expenses or other indemnity) hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a default rate
per annum equal to the rate then applicable to ABR Loans plus 2%, in each case, with respect to clauses (i) and (ii) above,
from the date of such non-payment until such amount is paid in full (as well after as before judgment).


 


(d) Interest shall be
payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.


 


(e) Notwithstanding
anything to the contrary herein, all payments (including prepayments) to be made by the Borrower hereunder, whether on account
of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 4:00 P.M., New
York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in
Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment hereunder (other than payments on any Eurodollar Loan) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar
Loan becomes due and



    	17



    	



    

payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business
Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.


 


2.8 Computation of
Interest and Fees.


 


(a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect
to ABR Loans the rate of interest on which is calculated on the basis of the Base Rate, the interest thereon shall be calculated
on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon
as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate
on the Loans resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening
of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the Lenders of the effective date and the amount of each such change in interest rate.


 


(b) Each determination
of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall constitute prima facie evidence
of such rate. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender
a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.8(a).


 


2.9 Inability to
Determine Interest Rate.


 


(a) If prior to the
first day of any Interest Period: (i) the Administrative Agent shall have determined (which determination shall be conclusive and
binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for such Interest Period (including, without limitation, because the LIBO Screen Rate
is not available or published on a current basis), or (ii) the Administrative Agent shall have received notice from the Required
Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect
the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such
Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon
as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest
Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar
Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current
Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall
be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.



    	18



    	



    

(b) If at any time the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set
forth in clause (a)(i) of this Section have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (a)(i) of this Section have not arisen but the supervisor for the administrator of the LIBO Screen Rate or
a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date
after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent
and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Base Rate that gives due consideration
to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time,
and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to
this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.1, such amendment
shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative
Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided
to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an
alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described
in clause (ii) of the first sentence of this Section 2.9(b), only to the extent the LIBO Screen Rate for such Interest Period is
not available or published at such time on a current basis), any notice of conversion that requests the conversion of any Loan
(or portion thereof) to, or continuation of any Loan (or portion thereof) as, a Eurodollar Loan shall be ineffective.


 


2.10 Pro Rata Treatment
and Payments; Notes.


 


(a) Each payment (including
each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to
the respective outstanding principal amounts of the Loans then held by the Lenders.


 


(b) Unless the Administrative
Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder
that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower
is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make
available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled
to recover, on demand, from each Lender to which any amount was made available pursuant to the preceding sentence, such amount
with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed
to limit the rights of the Administrative Agent or any Lender against the Borrower.


 


(c) The Borrower agrees
that, upon the request by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note (a “Note”)
of the Borrower evidencing the Loan (or any portion thereof) of such Lender, substantially in the form of



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Exhibit F, with appropriate
insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence
of the Closing Date or the making of the Loans on the Closing Date.


 


2.11 Change of Law.


 


(a) If a Change of Law shall:


 


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


 


(ii) impose,
modify or hold applicable any reserve, special deposit, compulsory loan, Federal Deposit Insurance Corporation insurance charge
or other similar insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account
of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any Lender, which requirements are
generally applicable to advances, loans or other extensions of credit made by such Lender; or


 


(iii) impose
on any Lender any other condition that is generally applicable to loans made by such Lender or participations therein;


 


and the result of any of the foregoing
is to increase the cost to such Lender or such other Recipient by an amount that such Lender or such other Recipient deems to be
material, of making, converting into, continuing or maintaining the Loans, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender or such other Recipient, within ten Business Days
after its demand, any additional amounts necessary to compensate such Lender or such other Recipient for such increased cost or
reduced amount receivable. If any Lender or other Recipient becomes entitled to claim any additional amounts pursuant to this paragraph,
it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so
entitled; provided, however, that no Lender or other Recipient shall be entitled to demand such compensation more
than 90 days following the repayment of the Loan in respect of which such demand is made.


 


(b) If any Lender shall
have determined that a Change of Law regarding capital or liquidity requirements shall have the effect of reducing the rate of
return on such Lender’s capital or the capital of any corporation Controlling such Lender as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could have achieved but for such Change of Law (taking into
consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such corporation for such reduction.


 


(c) A certificate as
to any additional amounts payable pursuant to this Section submitted by any Lender or any other Recipient to the Borrower shall
constitute prima facie evidence of such costs or amounts. Notwithstanding anything to the contrary in this Section, the



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Borrower shall not be required to compensate
a Lender or any other Recipient pursuant to this Section for any amounts incurred more than six months prior to the date that such
Lender or such other Recipient notifies the Borrower of such Lender’s or such other Recipient’s intention to claim
compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive effect not to exceed twelve months. The obligations
of the Borrower pursuant to this Section shall survive for 90 days after the termination of this Agreement and the payment of the
Loans and all other amounts then due and payable hereunder.


 


2.12 Taxes.


 


(a) Any and all payments
by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any
Taxes, except as required by applicable laws. If any applicable laws (as determined in the good faith discretion of the Borrower
or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent
or the Borrower, then (A) the Borrower or the Administrative Agent shall withhold or make such deductions as are determined by
the Borrower or the Administrative Agent to be required, (B) the Borrower or the Administrative Agent shall timely pay the full
amount withheld or deducted to the relevant Governmental Authority in accordance with such laws, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary
so that after any required withholding or the making of all required deductions (including deductions applicable to additional
sums payable under this Section 2.12) the applicable Lender receives an amount equal to the sum it would have received had no such
withholding or deduction been made.


 


(b) Without limiting
the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with
applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(c) (i) The Borrower
shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this Section 2.12) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender or another Recipient (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or another Recipient, shall be conclusive absent manifest error.


 


(ii) Each Lender
shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x)
the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has
not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower
to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply



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with the provisions
of Section 8.6(c)(iii) relating to the maintenance of a Participant Register and (z) the Administrative Agent against any
Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document
against any amount due to the Administrative Agent under this clause (ii).


 


(d) Upon request by
the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative
Agent to a Governmental Authority as provided in this Section 2.12, the Borrower shall deliver to the Administrative Agent or the
Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence
of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.


 


(e)


 


(i) Any Lender
that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, if reasonably requested by
the Borrower or the Administrative Agent, such Lender shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Sections 2.12(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in a Lender’s reasonable judgment such
completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


(ii) Without limiting the generality
of the foregoing,


 


(A) any Lender
that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed


 




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originals of
IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


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


 


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


 


(II) executed originals of IRS Form
W-8ECI;


 


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


 


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


 


(V) notwithstanding
anything to the contrary set forth in this Section 2.12(e), each Foreign Lender shall deliver to the Borrower and the Administrative
Agent, on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement, forms described in Sections
2.12(e)(ii)(B)(I), (II), (III) or (IV), as applicable, establishing a complete



    	23



    	



    

exemption from U.S. federal withholding
Tax with respect to amounts payable to such Foreign Lender under this Agreement; provided, however, that a Foreign Lender shall
not be required to deliver forms establishing a complete exemption from U.S. federal withholding Tax with respect to amounts payable
to such Foreign Lender under this Agreement pursuant to this Section 2.12(e)(ii)(B)(V) to the extent that, due to a Change of Law,
such Foreign Lender is unable to do so.


 


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


 


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


 


(iii) Each Lender
agrees that if any form or certification it previously delivered pursuant to this Section 2.12 expires or becomes obsolete or inaccurate
in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing
of its legal inability to do so.


 


(f) Unless required
by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of
a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account
of such Lender. If any Recipient determines, in its sole discretion, that it has received a refund of, or credit with respect to,
any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.12 (any such refund or credit, a “Tax Benefit”), it shall pay to the Borrower an
amount equal to such Tax Benefit (but only to the extent of indemnity payments made, or additional amounts paid, by



    	24



    	



    

the Borrower under this
Section 2.12 with respect to the Taxes giving rise to such Tax Benefit), net of all out-of-pocket expenses (including Taxes) incurred
by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
Tax Benefit), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the
event the Recipient is required to repay such Tax Benefit to such Governmental Authority. Notwithstanding anything to the contrary
in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection
the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in
if the Tax subject to indemnification and giving rise to such Tax Benefit had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not
be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it
deems confidential) to the Borrower or any other Person.


 


(g) Each party’s
obligations under this Section 2.12 shall survive for one year after the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.


 


2.13 Indemnity.
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss (other than the loss of Applicable
Margin) or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower
has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day that is not the last day of an Interest Period with respect thereto. A certificate as to any amounts payable pursuant
to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall
survive for 90 days after the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


2.14 Change of Lending
Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.11 or 2.12 with
respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations
of such Lender) to designate another lending office for the Loan affected by such event with the object of avoiding the consequences
of such event; provided, that such designation is made on terms that, in the sole but reasonable judgment of such Lender,
cause such Lender and its lending office to suffer no unreimbursed economic disadvantage or any legal or regulatory disadvantage,
and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower
or the rights of any Lender pursuant to Section 2.11 or 2.12.


 


2.15 Replacement
of Lenders. The Borrower shall be permitted to replace any Lender that requests (on its behalf or any of its Participants)
reimbursement for amounts owing pursuant to Section 2.11 or 2.12, with a replacement financial institution; provided that
(i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have



    	25



    	



    

occurred and be continuing
at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.14
which eliminates the continued need for payment of amounts owing pursuant to Section 2.11 or 2.12, (iv) the replacement financial
institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement,
(v) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar Loan owing to such replaced Lender
shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution,
if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated
to make such replacement in accordance with the provisions of Section 8.6 (provided that the Borrower shall be obligated
to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated,
the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.11 or 2.12, as the case may be, and (ix)
any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other
Lender shall have against the replaced Lender.


 


2.16 Extension.
The Borrower may, by delivery of a written notice to the Administrative Agent on or prior to the initial Maturity Date (and the
Administrative Agent shall promptly deliver a copy thereof to each Lender), elect to extend the initial Maturity Date to the date
that is the third anniversary of the Closing Date; provided that any such extension of the Maturity Date shall be subject
to the satisfaction, on and as of the initial Maturity Date, of the conditions that (i) no Event of Default shall have occurred
and be continuing; (ii) the Borrower shall have delivered to the Administrative Agent on or prior to the initial Maturity Date
(A) a certified copy of resolutions of the Board authorizing the extension of the Maturity Date and the continued performance by
the Borrower of its obligations hereunder through the extended Maturity Date and (B) a certificate confirming the satisfaction
of the condition in preceding clause (i), dated the initial Maturity Date and executed by a Responsible Officer; and (iii) the
Administrative Agent shall have received from the Borrower an extension fee, in immediately available funds, equal to the product
of (A) the aggregate principal amount of all Loans and (B) 0.005. The Administrative Agent shall promptly pay to each Lender its
pro rata share of such extension fee, which pro ration shall be determined by dividing the outstanding principal amount
of a Lender’s Loan by the outstanding aggregate principal amount of all Loans.


 


SECTION 3. REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders
and the Administrative Agent to enter into this Agreement and to induce the Lenders to make the Loans, the Borrower hereby represents
and warrants to the Lenders and the Administrative Agent, on the Closing Date that:


 


3.1 Financial Condition.
The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of December 31, 2017, and the related
consolidated statements of operations and cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche
LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries
as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended.
All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved.



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3.2 No Change.
Since December 31, 2017, there has been no development or event that has had or could reasonably be expected to have a Material
Adverse Effect, except as disclosed in the Specified Exchange Act Filings.


 


3.3 Existence; Compliance
with Law. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, (b) has the corporate power and corporate authority to own and operate its
property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure
to so qualify could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements
of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


3.4 Power; Authorization;
Enforceable Obligations. The Borrower has the corporate power and corporate authority to make, deliver and perform the Loan
Documents and to obtain extensions of credit hereunder. The Borrower has taken all necessary corporate action to authorize the
execution, delivery and performance of the Loan Documents and to authorize the extensions of credit on the terms and conditions
of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority
or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance,
validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices
which have been obtained or made and are in full force and effect and (ii) any consent, authorization or filing that may be required
in the future the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect. This Agreement
has been, and each other Loan Document upon execution and delivery will be, duly executed and delivered by the Borrower. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by (x) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, laws of
general application related to the enforceability of securities secured by real estate and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and (y) applicable regulatory requirements.


 


3.5 No Legal Bar.
The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowing of the Loans hereunder and
the use of the proceeds thereof will not violate in any material respect any Requirement of Law or any Contractual Obligation of
the Borrower or any of its Significant Subsidiaries and will not result in, or require, the creation or imposition of any Lien
on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other
than any Lien created hereunder).



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3.6 Litigation.


 


(a) No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened
in writing by or against the Borrower or any of its Significant Subsidiaries or against any of their respective material properties
or revenues with respect to any of the Loan Documents.


 


(b) No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened
in writing by or against the Borrower or any of its Significant Subsidiaries or against any of their material respective properties
or revenues, except as disclosed in the Specified Exchange Act Filings, that could reasonably be expected to have a Material Adverse
Effect.


 


3.7 No Default.
No Default or Event of Default has occurred and is continuing.


 


3.8 Taxes. The
Borrower and each of its Significant Subsidiaries has filed or caused to be filed all federal and state returns of income and franchise
taxes imposed in lieu of net income taxes and all other material tax returns that are required to be filed and has paid all taxes
shown to be due and payable on said returns or with respect to any claims or assessments for taxes made against it or any of its
property by any Governmental Authority (other than (i) any amounts the validity of which are currently being contested in good
faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of
the Borrower or any of its Significant Subsidiaries, as applicable, and (ii) claims which could not reasonably be expected to have
a Material Adverse Effect). No material tax Liens have been filed against the Borrower or any of its Significant Subsidiaries other
than (A) Liens for taxes which are not delinquent or (B) Liens for taxes which are being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or any of
its Significant Subsidiaries, as applicable.


 


3.9 Federal Regulations.
No part of the proceeds of the Loans will be used for “buying” or “carrying” any “margin stock”
within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect
or for any purpose that violates the provisions of the Regulations of the Board.


 


3.10 ERISA. No
Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made
with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case,
to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not
reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation
is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition
of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the
arising of such a lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA),
whether or not waived, except, in each case, to the extent that such event could not reasonably be



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expected to result in a Material Adverse
Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected
to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal
from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that
has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly
Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were
to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation
is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer
Plan is in Reorganization or Insolvent.


 


3.11 Investment Company
Act; Other Regulations. The Borrower is not an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940, as amended. On the date hereof, the
Borrower is not subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability
to incur Indebtedness under this Agreement.


 


3.12 Use of Proceeds.
The proceeds of the Loans shall be used for general corporate purposes, including repayment of debt.


 


3.13 Environmental
Matters. Except as disclosed in the Specified Exchange Act Filings, the Borrower and its Significant Subsidiaries do not have
liabilities under Environmental Laws or relating to Materials of Environmental Concern that would reasonably be expected to have
a Material Adverse Effect, and, to the knowledge of the Borrower, there are no facts, circumstances or conditions that could reasonably
be expected to give rise to such liabilities.


 


3.14 Regulatory Matters.
Solely by virtue of the execution, delivery and performance of, or the consummation of the transactions contemplated by this Agreement,
no Lender shall be or become subject to regulation (a) under the FPA or (b) as a “public utility” or “public
service corporation” or the equivalent under any Requirement of Law.


 


3.15 Sanctions.
To the Borrower’s knowledge, none of the Borrower, any of its Subsidiaries, or any director, officer, agent, Affiliate or
employee of the Borrower or any of its Subsidiaries is currently the subject of any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not use the proceeds
of the Loans, or knowingly lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture
partner or other person or entity, to fund the activities of any person currently the subject of any U.S. sanctions administered
by OFAC.



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SECTION 4. CONDITIONS TO THE CLOSING DATE


 


The effectiveness of
this Agreement, and the obligation of each Lender to make a Loan hereunder on the Closing Date, shall not become effective until
the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.1):


 


(a) Loan Documents.
Each Lender shall have received (i) this Agreement, executed and delivered by the Borrower, the Administrative Agent and each other
Lender and (ii) an executed original or certified copy of each of the other Loan Documents, as applicable.


 


(b) Consents and
Approvals. All governmental and third party consents and approvals necessary in connection with this Agreement and the other
Loan Documents and the transactions contemplated hereby shall have been obtained and be in full force and effect; and the Administrative
Agent shall have received a certificate of a Responsible Officer to the foregoing effect.


 


(c) Fees. The
Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel), on or before the Closing Date.


 


(d) Closing Certificate;
Certified Articles of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate
of the Borrower, dated the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, including
the articles of incorporation of the Borrower certified by the Secretary of State of the State of California, and containing a
confirmation by the Borrower that the conditions precedent set forth in this Section 4 have been satisfied and (ii) a good standing
certificate for the Borrower from the Secretary of State of the State of California.


 


(e) Legal Opinion.
The Administrative Agent shall have received the legal opinion of Hunton Andrews Kurth LLP, counsel to the Borrower, in a form
reasonably satisfactory to it.


 


(f) Representations
and Warranties. Each of the representations and warranties made by the Borrower in this Agreement that does not contain a materiality
qualification shall be true and correct in all material respects on and as of the Closing Date, and each of the representations
and warranties made by the Borrower in this Agreement that contains a materiality qualification shall be true and correct on and
as of the Closing Date (or, to the extent such representations and warranties specifically relate to an earlier date, that such
representations and warranties were true and correct in all material respects, or true and correct, as the case may be, as of such
earlier date).


 


(g) No Default.
No Default or Event of Default shall have occurred and be continuing or would result from the funding of the Loans.


 


SECTION 5. AFFIRMATIVE COVENANTS


 


The Borrower hereby
agrees that, so long as any Loan, any interest on any Loan or any fee payable to any Lender or the Administrative Agent hereunder
remains outstanding, or any



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other amount then due and payable is owing
to any Lender, the Borrower shall and, with respect to Sections 5.3 and 5.6(b), shall cause its Significant Subsidiaries to:


 


5.1 Financial Statements.
Subject to the last sentence of this Section 5.1, furnish to the Administrative Agent with a copy for each Lender, and the Administrative
Agent shall deliver to each Lender:


 


(a) as soon as available,
but in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements
of operations and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported
on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit,
by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing; and


 


(b) as soon as available,
but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower,
the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the
related unaudited consolidated statements of operations and cash flows for such quarter and the portion of the fiscal year through
the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible
Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).


 


All such financial statements shall be
complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except
as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout
the periods reflected therein and with prior periods. The Borrower shall be deemed to have delivered the financial statements required
to be delivered to the Administrative Agent and the Lenders pursuant to this Section 5.1 upon the filing of such financial statements
by the Borrower through the SEC’s EDGAR system (or any successor electronic gathering system that is publicly available free
of charge) or the publication by the Borrower of such financial statements on its website.


 


5.2 Certificates;
Other Information. Furnish to the Administrative Agent with a copy for each Lender (or, in the case of clause (c), the relevant
Lender), and the Administrative Agent shall deliver to each Lender:


 


(a) within two days
after the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that
such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and
(ii) in the case of quarterly or annual financial statements, a Compliance Certificate, substantially in the form of Exhibit A,
containing all information and calculations reasonably necessary for determining compliance by the Borrower with the provisions
of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may
be;



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(b) within five days
after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of
its debt securities or public equity securities, provided that, such financial statements and reports shall be deemed to
have been delivered upon the filing of such financial statements and reports by the Borrower through the SEC’s EDGAR system
(or any successor electronic gathering system that is publicly available free of charge) or publication by the Borrower of such
financial statements and reports on its website; and


 


(c) promptly, such additional
financial and other information as any Lender, through the Administrative Agent, may from time to time reasonably request.


 


5.3 Payment of Taxes
. Pay all taxes due and payable or any other tax assessments made against the Borrower or any of its Significant Subsidiaries
or any of their respective property by any Governmental Authority (other than (i) any amounts the validity of which are currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided
on the books of the Borrower or any of its Significant Subsidiaries, as applicable, or (ii) where the failure to effect such payment
could not reasonably be expected to have a Material Adverse Effect).


 


5.4 Maintenance of
Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence; provided that
the foregoing shall not prohibit any merger, consolidation or amalgamation permitted under Section 6.3 and (ii) take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except,
in each case, as otherwise permitted by Section 6.3 and except, in the case of clause (ii) above, to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual Obligations except to
the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect
and (c) comply with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings
and except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


5.5 Maintenance of
Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary
wear and tear excepted, except to the extent that failure to do so could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect, and (b) maintain with financially sound and reputable insurance companies insurance on all its material
property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies
engaged in the same or a similar business of comparable size and financial strength and owning similar properties in the same general
areas in which the Borrower operates, which may include self-insurance, if determined by the Borrower to be reasonably prudent.


 


5.6 Inspection of
Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business
and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after
at least five Business Days’ notice, (i) permit representatives of any



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Lender to visit and inspect any of its
properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations,
properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the
Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence
of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries;
provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant
Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that
neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives
any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable
Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant
to a confidentiality agreement with third parties.


 


5.7 Notices.
Promptly give notice to the Administrative Agent with a copy for each Lender of, and the Administrative Agent shall deliver such
notice to each Lender:


 


(a) when known to a
Responsible Officer, the occurrence of any Default or Event of Default;


 


(b) any change in any
Rating issued by either S&P or Moody’s; and


 


(c) the following events,
as soon as possible and in any event within 30 days after the Borrower knows thereof: (i) the occurrence of any Reportable Event
with respect to any Plan which has not been waived, a failure to make any required minimum contribution to a Plan under Section
412 or 430 of the Code, the creation of any Lien in favor of the PBGC with respect to a Plan or any withdrawal by the Borrower
or any Commonly Controlled Entity from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
institution of proceedings or the taking of any other material action by the PBGC or the Borrower or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan.


 


5.8 Maintenance of
Licenses, etc. Maintain in full force and effect any authorization, consent, license or approval of any Governmental Authority
necessary for the conduct of the Borrower’s business as now conducted by it or necessary in connection with this Agreement,
except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 6. NEGATIVE COVENANTS


 


The Borrower hereby
agrees that, so long as any Loan, or any interest on any Loan or any fee payable to any Lender or the Administrative Agent hereunder
remains outstanding, or any other amount then due and payable is owing to any Lender hereunder or the Administrative Agent, the
Borrower shall not and, with respect to Section 6.2, shall not permit its Significant Subsidiaries to:



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6.1 Consolidated
Capitalization Ratio. Permit the Consolidated Capitalization Ratio on the last day of any fiscal quarter, from and after the
last day of the first fiscal quarter ending after the Closing Date, to exceed 0.65 to 1.00.


 


6.2 Liens. Create,
incur, assume or suffer to exist any Lien upon any assets of the Borrower, whether now owned or hereafter acquired, except:


 


(a) Liens for
taxes, assessments or utility or governmental charges that are not yet due and payable or that are being contested in good faith
by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower in
conformity with GAAP;


 


(b) statutory
Liens of landlords or equipment lessors against any property of the Borrower, carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for
a period of more than 30 days or that are being contested in good faith by appropriate proceedings;


 


(c) pledges or
deposits in connection with workers’ compensation, unemployment insurance, pension and other social security laws or regulations;


 


(d) deposits to
secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(e) easements,
rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges
or encumbrances imposed by law or arising in the ordinary course of business that do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower;


 


(f) Liens in favor
of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of
the Borrower on deposit with such bank;


 


(g) judgment and
attachment Liens not giving rise to an Event of Default under Section 7(h) or Liens (not constituting a judgment or attachment
Lien giving rise to an Event of Default under Section 7(h)) created by or existing from any litigation or legal proceeding that
is being contested in good faith by appropriate proceedings;


 


(h) Liens securing
Indebtedness incurred to finance the purchase, lease, improvement or construction of capital assets, provided that (A) any such
Lien shall extend solely to the item or items of such property (or improvement thereon) so purchased, leased, improved or constructed,
and (B) any such Lien shall be created contemporaneously with, or within 90 days after, the purchase, lease, improvement or construction
of such property;



    	34



    	



    

(i) Liens existing
on assets of a Person immediately prior to its being consolidated with or merged into the Borrower, or any Liens existing on any
assets acquired by the Borrower at the time such assets are so acquired (whether or not the Indebtedness or other obligations secured
thereby shall have been assumed), provided that (A) no such Lien shall have been created in contemplation of such consolidation
or merger or such acquisition of assets, and (B) no such Lien shall extend to any other assets of the Borrower; and


 


(j) Liens on Capital
Stock of PG&E Utility; provided, that any such Liens secure (A) equally and ratably the Obligations or (B) Indebtedness in
an aggregate principal amount not exceeding $2,000,000,000.


 


6.3 Fundamental Changes.
Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or Dispose of all or substantially all of its property or business, except that the Borrower may be merged, consolidated or amalgamated
with another Person or Dispose of all or substantially all of its property or business so long as, after giving effect to such
transaction, (a) no Default or Event of Default shall have occurred and be continuing, (b) either (i) the Borrower is the continuing
or surviving corporation of such merger, consolidation or amalgamation or (ii) the continuing or surviving corporation of such
merger, consolidation or amalgamation, if not the Borrower or the purchaser, as the case may be, shall have assumed all obligations
of the Borrower under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent and (c) the
ratings by Moody’s and S&P of the continuing or surviving corporation’s or purchaser’s, as the case may be,
senior, unsecured, non credit-enhanced debt shall be at least the higher of (1) Baa3 from Moody’s and BBB- from S&P and
(2) the ratings by such rating agencies of the Borrower’s senior, unsecured, non credit-enhanced debt in effect before the
earlier of the occurrence or the public announcement of such event.


 


6.4 Ownership of
PG&E Utility Common Stock. Permit ownership by the Borrower, at any time, either directly, or indirectly through one
or more Subsidiaries, of less than 80% of the outstanding common stock of PG&E Utility and less than 70% of the outstanding
voting stock of PG&E Utility.


 


SECTION 7. EVENTS OF DEFAULT


 


If any of the following events
shall occur and be continuing on or after the Closing Date:


 


(a) the Borrower shall
fail to pay any principal of the Loans when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest
on the Loans, or any other amount payable hereunder or under any other Loan Document, within five Business Days after any such
interest or other amount becomes due in accordance with the terms hereof; or


 


(b) any representation
or warranty made or deemed made by the Borrower herein or in any other Loan Document or that is contained in any certificate, document
or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date made or deemed made, unless, as of any date of
determination, the facts or



    	35



    	



    

circumstances to which
such representation or warranty relates have changed with the result that such representation or warranty is true and correct in
all material respects on such date; or


 


(c) the Borrower shall
default in the observance or performance of any agreement contained in Section 6.1, Section 6.3 or Section 6.4 of this Agreement;
or


 


(d) the Borrower shall
default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than
as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days
after notice to the Borrower from the Administrative Agent at the request of the Required Lenders; or


 


(e) the Borrower or
any of its Significant Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including any
Guarantee Obligation, but excluding the Loans) on the due date with respect thereto (after giving effect to any period of grace,
if any, provided in the instrument or agreement under which such Indebtedness was created); or (ii) default in making any payment
of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to
any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event
shall occur or condition exist, the effect of which default or other event or condition is to cause, or (in the case of all Indebtedness
other than Indebtedness under any Swap Agreement) to permit the holder or beneficiary of such Indebtedness (or a trustee or agent
on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior
to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided,
that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute
an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii)
and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount
of which exceeds in the aggregate $200,000,000; provided further, that unless payment of the Loans hereunder has already
been accelerated, if such default shall be cured by the Borrower or such Significant Subsidiary or waived by the holders of such
Indebtedness and any acceleration of maturity having resulted from such default shall be rescinded or annulled, in each case, in
accordance with the terms of such agreement or instrument, without any modification of the terms of such Indebtedness requiring
the Borrower or such Significant Subsidiary to furnish security or additional security therefor, reducing the average life to maturity
thereof or increasing the principal amount thereof, or any agreement by the Borrower or such Significant Subsidiary to furnish
security or additional security therefor or to issue in lieu thereof Indebtedness secured by additional or other collateral or
with a shorter average life to maturity or in a greater principal amount, then any Default hereunder by reason thereof shall be
deemed likewise to have been thereupon cured or waived; or


 


(f) (i) the Borrower
or any of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law
of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or



    	36



    	



    

seeking reorganization,
arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
part of its assets, or the Borrower or any of its Significant Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Borrower or any of its Significant Subsidiaries any case, proceeding or
other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication
or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced
against the Borrower or any of its Significant Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry
of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (iv) the Borrower or any of its Significant Subsidiaries shall generally not, or shall be unable to,
or shall admit in writing its inability to, pay its debts as they become due; or


 


(g) a trustee shall
be appointed to administer any Plan under Section 4042 of ERISA, or the PBGC shall institute proceedings to terminate, or to have
a trustee appointed to administer any Plan and such proceedings shall continue undismissed or unstayed and in effect for a period
of 60 days, but only if any such event could reasonably be expected to result in a Material Adverse Effect; or


 


(h) one or more judgments
or decrees shall be entered against the Borrower or any of its Significant Subsidiaries by a court of competent jurisdiction involving
in the aggregate a liability (not paid or, subject to customary deductibles, fully covered by insurance as to which the relevant
insurance company has not denied coverage) of $200,000,000 or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 45 days from the entry thereof unless, in the case of a discharge, such judgment
or decree is due at a later date in one or more payments and the Borrower or such Subsidiary satisfies the obligation to make such
payment or payments on or prior to the date such payment or payments become due in accordance with such judgment or decree; or


 


(i) there shall have
occurred a Change of Control;


 


then, and in any such event, (A) if such
event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become
due and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the
Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and
payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.



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SECTION 8. MISCELLANEOUS


 


8.1 Amendments and
Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of this Section 8.1 or Section 2.9(b). The Required Lenders and the Borrower may, or,
with the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions
to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder
or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:


 


(i) forgive
the principal amount or extend the final scheduled date of maturity of the Loans (except in connection with any extension contemplated
by Section 2.16, for which no consent shall be required), reduce the stated rate of any interest or fee payable hereunder (except
in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective
with the consent of the Required Lenders)) or extend the scheduled date of any payment thereof, in each case without the written
consent of each Lender directly affected thereby;


 


(ii) eliminate
or reduce the voting rights of any Lender under this Section 8.1 or Section 8.6(a)(i) without the written consent of such Lender;


 


(iii) reduce
any percentage specified in the definition of Required Lenders without the written consent of all Lenders;


 


(iv) amend,
modify or waive any provision of Section 2.10 related to pro rata treatment without the consent of each Lender directly
affected thereby;


 


(v) amend,
modify or waive any provision of Section 9 without the written consent of the Administrative Agent; or


 


(vi) amend,
modify or waive any provision of Section 4 without the consent of all the Lenders.


 


Any such waiver and
any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower,
the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Borrower, the Lenders
and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent thereon.


 


If the Required Lenders
shall have approved any amendment which requires the consent of all of the Lenders, the Borrower shall be permitted to replace
any non-consenting Lender with



    	38



    	



    

another financial institution, provided
that, (i) the replacement financial institution shall purchase at par, all Loans and other amounts owing to such replaced Lender
on or prior to the date of replacement, (ii) the Borrower shall be liable to such replaced Lender under Section 2.13 if any Eurodollar
Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto (as if
such purchase constituted a prepayment of such Loans), (iii) such replacement financial institution, if not already a Lender, shall
be reasonably satisfactory to the Administrative Agent, (iv) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 8.6 (provided that the Borrower shall be obligated to pay the registration and processing
fee referred to therein) and (v) any such replacement shall not be deemed to be a waiver of any rights the Borrower, the Administrative
Agent or any other Lender shall have against the replaced Lender.


 


8.2 Notices.


 


(a) All notices, requests
and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when delivered during the recipient’s normal business
hours, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received
during the recipient’s normal business hours, addressed as follows, or to such other address as may be hereafter notified
by the parties hereto:


 


	 	Borrower:	PG&E Corporation
	 	 	77 Beale Street
	 	 	P.O. Box 770000
	 	 	San Francisco, California 94177
	 	 	Attention:	Treasurer
	 	 	Telecopy:	(415) 973-9771
	 	 	Telephone:	(415) 973-8968
	 	 	 	 
	 	with a copy to:	PG&E Corporation
	 	 	77 Beale Street
	 	 	P.O. Box 770000
	 	 	San Francisco, California 94177
	 	 	Attention:	General Counsel
	 	 	Telecopy:	(415) 973-4377
	 	 	Telephone:	(415) 973-5520
	 	 	 	 
	 	Administrative Agent and Lenders:	As set forth on Schedule 8.2;



 


provided that any notice, request
or demand to or upon the Administrative Agent or any Lender shall not be effective until received.


 


(b) Notices and other
communications to the Administrative Agent or the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent. The Administrative Agent and the Borrower may each, in its discretion,
agree to accept notices and other communications to it hereunder by electronic



    	39



    	



    

communications pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


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


 


8.3 No Waiver; Cumulative
Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.


 


8.4 Survival of Representations
and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and
the making of the Loans.


 


8.5 Payment of Expenses.
The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lenders for all of their respective reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith,
and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of only
one counsel and special California regulatory counsel to the Administrative Agent and the Lenders and filing and recording fees
and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case
of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as
the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs
and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents
and any such other documents, including the fees and disbursements of only one counsel to the Administrative Agent and the Lenders
(and, in the case of an actual conflict of interest, one additional counsel to all such persons similarly situated, which counsel
is reasonably acceptable to each such person), and (c) to pay, indemnify, and hold each Lender and the Administrative Agent and
their respective officers, directors, employees, agents and Affiliates (each, an “Indemnitee”) harmless from
and against any and all other liabilities,



    	40



    	



    

obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether brought by the Borrower or
any other Person with respect to the execution, delivery, enforcement and performance of this Agreement, the other Loan Documents
and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or with respect to the
violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower and its
Significant Subsidiaries or any of the facilities and properties owned, leased or operated by the Borrower and its Significant
Subsidiaries and the reasonable fees and expenses of one legal counsel in connection with claims, actions or proceedings by any
Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (c), collectively, the “Indemnified
Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to
Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of
such Indemnitee as determined in a final judgment by a court of competent jurisdiction. Without limiting the foregoing, and to
the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Significant Subsidiaries not to assert,
and hereby waives and agrees to cause its Significant Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever
kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee.
All amounts due under this Section shall be payable not later than 30 days after written demand therefor, subject to the Borrower’s
receipt of reasonably detailed invoices relating thereto. Statements payable by the Borrower pursuant to this Section shall be
submitted to Treasurer (Telephone No. 415- 817-8199/415 267-7000) (Telecopy No. 415- 267-7265/7268), at the address of the Borrower
set forth in Section 8.2 with a copy to Chief Counsel, Corporate (Telephone No. 415- 817-8200) (Telecopy No. 415- 817-8225) at
the address of the Borrower set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the
Borrower in a written notice to the Lender. The agreements in this Section 8.5 and all amounts due under this Section 8.5 shall
survive for two years after the termination of this Agreement and repayment of the Loans and all other amounts payable hereunder.
This Section 8.5 shall not apply with respect to Taxes, other than Taxes that represent claims, damages, losses, liabilities, costs
or expenses arising from non-Tax claims.


 


8.6 Successors and
Assigns; Participations and Assignments.


 


(a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and the Administrative Agent (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section 8.6.


 


(b) (i) Subject to the
conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”)
other than any natural person or holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Loan at the



    	41



    	



    

time owing to it) with
the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 


(A) the Borrower,
provided that no consent of the Borrower shall be required for an assignment to a Lender, an Eligible Assignee that is an
Affiliate of any Lender or, if an Event of Default has occurred and is continuing, any other Person, and provided further,
that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to
the Administrative Agent within fifteen (15) Business Days after having received notice thereof from the assigning Lender (with
a copy to the Administrative Agent); and


 


(B) the Administrative
Agent.


 


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


 


(A) except
in the case of an assignment to a Lender, an Eligible Assignee that is an Affiliate of any Lender or an assignment of the entire
remaining amount of the assigning Lender’s Loan, the amount of the Loan of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $10,000,000 (or, if such assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000)
unless each of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower
shall be required if an Event of Default has occurred and is continuing and (2) with respect to any Lender party to this Agreement
on the Closing Date, such amounts shall be aggregated in respect of such Lender and any Affiliate of such Lender that is an Eligible
Assignee;


 


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


 


(C) the Assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.


 


(iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment
and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12,
2.13 and 8.5 but shall be subject to the limitations set forth therein). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that



    	42



    	



    

does not comply
with this Section 8.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.


 


(iv) The Administrative
Agent, acting for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at one
of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, each Assignee and the principal amount of the Loan owing to, each Lender and each Assignee pursuant to the terms
hereof from time to time (the “Register”). 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 whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower, any Lender and any Assignee, at any reasonable time and from time
to time upon reasonable prior notice.


 


(v) Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed
administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c) (i)Any Lender may,
without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other
than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loan owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in connection with the Lender’s rights and obligations
under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) forgives the principal amount or extends the final scheduled date of maturity of the
Loan, reduces the stated rate of any interest or fee payable hereunder (except in connection with the waiver of applicability of
any post-default increase in interest rates) and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.



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(ii) Notwithstanding
anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.12
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower’s prior written consent to such greater payments.
Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.12 unless such Participant complies
with Section 2.12(e).


 


(iii) Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loan of such Lender and other Obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in the Loan and other Obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or other
Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 


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


 


(e) The Borrower, upon
receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions
of the type described in paragraph (d) above.


 


8.7 Adjustments;
Set off.


 


(a) Except to the extent
that this Agreement expressly provides for payments to be allocated to a particular Lender or a particular Assignee, if any Lender
or any Assignee (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to
it hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set off, pursuant to events
or proceedings of the nature referred to in Section 7(f), or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender or any other Assignee (a “Non-Benefitted Lender”), if any, in respect of the Obligations
owing to such Non-Benefitted Lender hereunder, such Benefitted Lender shall purchase for cash from the Non-Benefitted Lenders a
participating interest in such portion of the Obligations owing to each



    	44



    	



    

Non-Benefitted Lender
hereunder, or shall provide the Non-Benefitted Lenders with the benefits of any such collateral, as shall be necessary to cause
such Benefitted Lender to share the excess payment or benefits of such collateral ratably among the Benefit Lender and the Non-Benefitted
Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.


 


(b) In addition to any
rights and remedies of the Lenders provided by law, including other rights of set-off, each Lender shall have the right, without
prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law,
upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise),
after any applicable grace period, to set off and appropriate and apply against such amount any and all deposits (general or special,
time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any
branch, Affiliate or agency thereof to or for the credit or the account of the Borrower.


 


8.8 Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature
page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set
of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.


 


8.9 Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


8.10 Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent and the Lenders
with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by
the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.


 


8.11 GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


8.12 Submission To
Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:



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(a) submits for itself
and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts
of the City of New York, Borough of Manhattan, State of New York, the courts of the United States for the Southern District of
New York, and appellate courts from any thereof;


 


(b) consents that any
such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;


 


(c) agrees that service
of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 8.2 or at such other address of which
the Administrative Agent shall have been notified pursuant thereto;


 


(d) agrees that nothing
herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction; and


 


(e) waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to this Agreement
or any other Loan Document any special, exemplary, punitive or consequential damages.


 


8.13 Acknowledgments.
The Borrower hereby acknowledges that:


 


(a) it has been advised
by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b) neither the Administrative
Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower,
on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c) no joint venture
is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrower and the Lenders.


 


8.14 Confidentiality.
Each of the Administrative Agent and each Lender agrees to keep confidential in accordance with such party’s customary practices
(and in any event in compliance with applicable law regarding material non-public information) all non-public information provided
to it by the Borrower, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated
by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender
from disclosing any such information (a) to the Administrative Agent, any other Lender or any Affiliate thereof, (b) subject to
an agreement to comply with the provisions of this Section or substantially equivalent provisions, to any actual or prospective
Transferee, any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty) or any



    	46



    	



    

credit insurance providers, (c) to its
employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates (as long
as such attorneys, accountants and other professional advisors are subject to confidentiality requirements substantially equivalent
to this Section), (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so
in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association
of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information
about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection
with the exercise of any remedy hereunder or under any other Loan Document, provided that, in the case of clauses (d), (e)
and (f) of this Section 8.14, with the exception of disclosure to bank regulatory authorities, the Borrower (to the extent legally
permissible) shall be given prompt prior notice so that it may seek a protective order or other appropriate remedy.


 


8.15 WAIVER OF JURY
TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.


 


8.16 USA Patriot
Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow such Lender and the Administrative Agent to identify the Borrower in accordance
with the Act.


 


8.17 Judicial Reference.
If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any
of the transactions contemplated by this Agreement or any other Loan Document, (i) the court shall, and is hereby directed to,
make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active
or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report
a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional
remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii)
without limiting the generality of Section 8.5, the Borrower shall be solely responsible to pay all fees and expenses of any referee
appointed in such action or proceeding.


 


8.18 No Advisory
or Fiduciary Responsibility. In connection with all aspects of each transactions contemplated hereby (including in connection
with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that:
(i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders
are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers
and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory



    	47



    	



    

and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender
is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been,
is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other Person and (B) none of the Administrative
Agent, Arrangers or Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent,
the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, Arrangers or Lenders has any obligation
to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby
waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby other
than a breach of the confidentiality provisions set forth in Section 8.14.


 


SECTION 9. ADMINISTRATIVE AGENT


 


9.1 Appointment and
Authority. Each of the Lenders hereby irrevocably appoints Mizuho Bank, Ltd. to act on its behalf as the administrative agent
hereunder and under the other Loan Documents (the “Administrative Agent”) and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 9
are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third-party
beneficiary of any of such provisions (other than with respect to the Borrower’s rights under Sections 9.8(a)). It is understood
and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties.


 


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



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9.3 Exculpatory Provisions.


 


(a) The Administrative
Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties
hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:


 


(i) be subject
to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


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


 


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


 


(b) The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Section 8.1), or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative
Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect
to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement,
all 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 or Event
of Default as it shall deem advisable in the best interests of the Lenders.


 


(c) The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or



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other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction
of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent.


 


9.4 Reliance by Administrative
Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or
intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


9.5 Non-Reliance
on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning
the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any of
its Affiliates that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents,
attorneys in fact or Affiliates.


 


9.6 Indemnification.
The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to their respective percentages of the unpaid principal
amount of the Loans on the date on which indemnification is sought under this Section (or, if indemnification is sought after the
date upon which the Loans have been paid in full, ratably in accordance with such percentages immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against the Administrative Agent in any way relating to or arising out of, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or the



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transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender
shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction
to have resulted from the Administrative Agent’s gross negligence or willful misconduct.


 


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


 


9.8 Successor Administrative
Agent.


 


(a) The Administrative
Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section
7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval
shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment
and approval, and the former 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 holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent’s notice of resignation (the “Resignation Effective Date”), the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform
all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent
as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of Section
9.7 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 and the other Loan Documents.


 


(b) With effect from
the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf
of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then
owed to



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the retiring Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent
as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other
than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective
Date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the
other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 2.13 and 8.5 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent.


 


9.9 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Administrative Agent
(irrespective of whether the principal of the Loans shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered
(but not obligated) by intervention in such proceeding or otherwise:


 


(a) to file
and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.13 and 8.5 and any fee letter with the Borrower) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.13 and 8.5 and any fee letter with the Borrower.


 


9.10 No Other Duties,
Etc. Anything herein to the contrary notwithstanding, neither Arranger shall have any powers, duties or responsibilities under
this Agreement or any of the



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other Loan Documents, except in its respective
capacity, as applicable, as the Administrative Agent or a Lender.


 


[Remainder of page intentionally left
blank. Signature pages follow.]



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


 


	 	PG&E CORPORATION
	 	 	 	 
	 	By:	/s/ Nicholas M. Bijur	 
	 	Name:	Nicholas M. Bijur	 
	 	Title:	Vice President and Treasurer	 



 


Term Loan Agreement


PG&E Corporation


Signature Page



    	 



    	



    

	 	MIZUHO BANK, LTD., 
 as Administrative Agent and as a Lender	 
	 	 	 	 



	 	By:	/s/ Donna DeMagistris	 
	 	Name:	Donna DeMagistris	 
	 	Title:	Authorized Signatory	 



 


Term Loan Agreement


PG&E Corporation


Signature Page



    	 



    	



    


	 	ROYAL BANK OF CANADA,
 as a Lender	 
	 	 	 	 



	 	By:	/s/ Rahul D. Shah	 
	 	Name:	Rahul D. Shah	 
	 	Title:	Authorized Signatory	 



 


Term Loan Agreement


PG&E Corporation


Signature Page



    	 



    	



    

	 	SUMITOMO MITSUI BANKING CORPORATION, as a Lender	 
	 	 	 	 



	 	By:	/s/ Katsuyuki Kubo	 
	 	Name:	Katsuyuki Kubo	 
	 	Title:	Managing Director	 



 


Term Loan Agreement


PG&E Corporation


Signature Page



    	 



    	



    


SCHEDULE 8.2


 


MIZUHO BANK, LTD.


 


	1.	a) Legal Name:	Mizuho Bank, Ltd.
	 	b) Address:	1251 Ave of Americas, New York, NY 10020
	 	 	 
	2.	Credit & Legal Docs Contacts:	Financial Information
	 	 	 
	 	Portfolio Manager:	Edwin Stone
	 	 	Mizuho Bank, Ltd.
	 	 	1251 Avenue of the Americas
	 	 	New York, New York 10020
	 	 	T: 212-282-3269
	 	 	C: 646-246-8837
	 	 	edwin.stone@mizuhocbus.com
	 	 	 
	 	Relationship Manager	Peter Bickford
	 	 	1251 Avenue of the Americas
	 	 	New York, New York 10020
	 	 	T: 212-282-4945
	 	 	Peter.bickford@mizuhobus.com
	 	 	 
	 	Agency/Operations Contact:	Joyce Raynor
	 	 	Harborside Financial Center
	 	 	1800 PLAZA TEN
	 	 	Jersey City, NJ, 07311-4098
	 	 	T: 201-626-9330
	 	 	LAU_Agent@mizuhocbus.com
	 	 	 
	3.	Payment Instruction:	 
	 	 	 
	 	Payment via Fed Wire to:	MIZUHO BANK LTD., NEW YORK BRANCH
	 	Account Name:	LAU ISA
	 	Account Number:	H79-740-222205
	 	SWIFT:	MHCB US33
	 	ABA No.:	026 004 307
	 	Attn:	LAU/Lois Swain-Robinson
	 	Reference:	PG&E Corporation


 


Schedule 8.2



    	 



    	



    


SCHEDULE 8.2


 


ROYAL BANK OF CANADA


 


	1.	a) Legal Name:	Royal Bank of Canada
	 	b) Address:	200 Vesey Street, New York, NY 10281
	 	 	 
	2.	Credit & Legal Docs Contacts:	Financial Information
	 	 	 
	 	Portfolio Manager:	Justin Painter
	 	 	200 Vesey Street
	 	 	New York, NY 10281
	 	Telephone No.:	212-301-1452
	 	Email address:	Justin.painter@rbccm.com
	 	 	 
	 	Relationship Manager	Rahul Shah
	 	 	200 Vesey Street
	 	 	New York, NY 10281
	 	Telephone No.:	212-858-6053
	 	Email address:	Rahul.shah@rbccm.com
	 	 	 
	3.	Operations Contact:	Borrowings, Paydowns, Interest, etc.
	 	 	 
	 	Contact:	Manager
	 	 	Global Loans Administration
	 	 	200 Vesey Street
	 	 	New York, NY 10281
	 	Telephone No.:	212-428-2372
	 	Facsimile No.:	212-428-2372
	 	Email address:	RBCNewYorkGLA2@rbc.com
	 	 	 
	4.	Payment Instruction:	 
	 	 	 
	 	Payment via Fed Wire to:	JPMorgan Chase Bank N.A., New York
	 	ABA No.:	020-000-021
	 	A/C #:	920-1-033363
	 	Attention:	Royal Bank of Canada, New York
	 	Reference:	PG&E Corporation



 


Schedule 8.2



    	 



    	



    


SCHEDULE 8.2


 


SUMITOMO MITSUI BANKING CORPORATION


 


	1.	a) Legal Name:	Sumitomo Mitsui Banking Corporation
	 	b) Address:	277 Park Avenue, New York, NY 10172
	 	 	 
	2.	Credit & Legal Docs Contacts:	Financial Information
	 	 	 
	 	Portfolio Manager:	Michael Cummings
	 	 	277 Park Avenue
	 	 	New York, NY 10172
	 	Telephone No.:	212-224-4368
	 	Email address:	Mcummings@SMBC-LF.com
	 	 	 
	3.	Operations Contact:	Borrowings, Paydowns, Interest, Fees, etc.
	 	 	 
	 	Contact:	Roland Yi
	 	 	277 Park Avenue
	 	 	New York, NY 10172
	 	Telephone No.:	646-231-7489
	 	Email address:	PSC-LoanServices@smbcgroup.com
	 	 	 
	4.	Payment Instruction:	 
	 	 	 
	 	Payment via Fed Wire to:	Citibank, NA, NY
	 	Account Name:	SMBC NY Branch
	 	ABA No.:	021-000-089
	 	SWIFT:	SMBCUS33
	 	A/C #:	36023837
	 	Attention:	Loan Services
	 	Reference:	PG&E Corporation



 


Schedule 8.2