MPC 8-K EX10.1

1 RBC Capital Markets is the brand name for the capital markets activities of Royal Bank of Canada.

Exhibit 10.1

REVOLVING CREDIT AGREEMENT

dated as of

April 7, 2026,

among

MARATHON PETROLEUM CORPORATION,

the LENDERS from time to time party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

___________________________

JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC,

BARCLAYS BANK PLC,

BOFA SECURITIES, INC.,

CITIBANK, N.A.,

GOLDMAN SACHS BANK USA,

MIZUHO BANK, LTD.,

MUFG BANK, LTD.,

RBC CAPITAL MARKETS1,

SUMITOMO MITSUI BANKING CORPORATION

and

TD SECURITIES (USA) LLC,

as Joint Lead Arrangers and Joint Bookrunners

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

GOLDMAN SACHS BANK USA,

MIZUHO BANK, LTD.,

MUFG BANK, LTD.,

ROYAL BANK OF CANADA,

SUMITOMO MITSUI BANKING CORPORATION

and

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

as Documentation Agents

TABLE OF CONTENTS

Page

ARTICLE I

Definitions

SECTION 1.01.Defined Terms1

SECTION 1.02.Classification of Loans and Borrowings29

SECTION 1.03.Terms Generally29

SECTION 1.04.Accounting Terms; GAAP30

SECTION 1.05.Interest Rates; Benchmark Notification30

SECTION 1.06.Divisions31

ARTICLE II

The Credits

SECTION 2.01.Commitments31

SECTION 2.02.Loans and Borrowings31

SECTION 2.03.Requests for Revolving Borrowings32

SECTION 2.04.Swingline Loans33

SECTION 2.05.Letters of Credit34

SECTION 2.06.Funding of Borrowings40

SECTION 2.07.Interest Elections40

SECTION 2.08.Termination and Reduction of Commitments42

SECTION 2.09.Repayment of Loans; Evidence of Debt42

SECTION 2.10.Prepayment of Loans43

SECTION 2.11.Fees43

SECTION 2.12.Interest44

SECTION 2.13.Alternate Rate of Interest45

SECTION 2.14.Increased Costs48

SECTION 2.15.Break Funding Payments49

SECTION 2.16.Taxes49

SECTION 2.17.Payments Generally; Pro Rata Treatment; Sharing of Set-offs53

SECTION 2.18.Mitigation Obligations; Replacement of Lenders54

SECTION 2.19.Defaulting Lenders56

SECTION 2.20.Extension of Maturity Date58

SECTION 2.21.Commitment Increases60

SECTION 2.22.Illegality61

ARTICLE III

Representations and Warranties

SECTION 3.01.Organization; Powers61

SECTION 3.02.Authorization; Enforceability62

SECTION 3.03.Governmental Approvals; No Conflicts62

TABLE OF CONTENTS

(continued)

Page

SECTION 3.04.Financial Condition; No Material Adverse Change62

SECTION 3.05.Litigation and Environmental Matters62

SECTION 3.06.Compliance with Laws; No Default63

SECTION 3.07.Margin Regulations63

SECTION 3.08.Investment Company Status63

SECTION 3.09.Taxes63

SECTION 3.10.ERISA63

SECTION 3.11.Disclosure63

SECTION 3.12.Anti-Corruption Laws and Sanctions64

SECTION 3.13.Outbound Investment Rules64

ARTICLE IV

Conditions

SECTION 4.01.Closing Date64

SECTION 4.02.Each Credit Event65

SECTION 4.03.Conditions Precedent to Each Incremental Commitment Effective Date66

ARTICLE V

Affirmative Covenants

SECTION 5.01.Financial Statements; Ratings Change and Other Information67

SECTION 5.02.Notices of Default68

SECTION 5.03.Existence; Conduct of Business68

SECTION 5.04.Payment of Taxes and other Obligations68

SECTION 5.05.Maintenance of Properties; Insurance68

SECTION 5.06.Books and Records; Inspection Rights69

SECTION 5.07.Compliance with Laws69

SECTION 5.08.Use of Proceeds and Letters of Credit69

ARTICLE VI

Negative Covenants

SECTION 6.01.Indebtedness70

SECTION 6.02.Liens and Sale and Leaseback Transactions71

SECTION 6.03.Fundamental Changes73

SECTION 6.04.Transactions with Affiliates73

SECTION 6.05.Maximum Consolidated Net Debt to Total Capitalization Ratio74

SECTION 6.06.Outbound Investment Rules74

ARTICLE VII

Events of Default

iii

TABLE OF CONTENTS

(continued)

Page

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01.Notices85

SECTION 9.02.Waivers; Amendments87

SECTION 9.03.Expenses; Indemnity; Limitation on Liabilities88

SECTION 9.04.Successors and Assigns90

SECTION 9.05.Survival94

SECTION 9.06.Counterparts; Integration; Effectiveness; Electronic Execution95

SECTION 9.07.Severability96

SECTION 9.08.Right of Setoff96

SECTION 9.09.Subsidiary Guarantees96

SECTION 9.10.Governing Law; Jurisdiction; Consent to Service of Process97

SECTION 9.11.WAIVER OF JURY TRIAL97

SECTION 9.12.Headings98

SECTION 9.13.Confidentiality98

SECTION 9.14.Interest Rate Limitation100

SECTION 9.15.Acknowledgment and Consent to Bail-In of Affected Financial Institutions100

SECTION 9.16.Certain Notices100

SECTION 9.17.No Fiduciary Relationship100

TABLE OF CONTENTS

(continued)

SCHEDULES:

Schedule 2.01 — Commitments

Schedule 2.05A— Existing Letters of Credit

Schedule 2.05B — LC Commitments

Schedule 3.05 — Disclosed Matters

Schedule 6.01 — Existing Indebtedness

Schedule 6.02 — Existing Liens

Schedule 6.04 — Transactions with Affiliates

EXHIBITS:

Exhibit A —Form of Assignment and Assumption

Exhibit B — Form of Note

Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-3 —Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are

Not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-4 —Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit D-1 —Form of Incremental Commitment Activation Notice

Exhibit D-2 — Form of New Lender Supplement

Exhibit E — Form of Subsidiary Guarantee

REVOLVING CREDIT AGREEMENT dated as of April 7, 2026, among MARATHON

PETROLEUM CORPORATION, the LENDERS from time to time party hereto and JPMORGAN

CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.Defined Terms. As used in this Agreement, the following terms

have the meanings specified below:

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

“ABR Loan” means any Loan that bears interest at a rate determined by reference to the

Alternate Base Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as

administrative agent for the Lenders hereunder and under the other Loan Documents, and any successor

in such capacity as provided in Article VIII.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied

by the Administrative Agent to the Borrower or any Lender, as the context requires.

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

Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or

indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control

with the Person specified.

“Aggregate Commitments” means, at any time, the sum of the Commitments of all

Lenders at such time. The amount of the Aggregate Commitments as of the date hereof is

$5,000,000,000.

“Agreement” means this Revolving Credit Agreement, as it may from time to time be

amended, restated, supplemented or otherwise modified.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of

(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1.00% per

annum and (c) Term SOFR for a one month Interest Period as published two U.S. Government Securities

Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the

immediately preceding U.S. Government Securities Business Day) plus 1.00% per annum. For purposes

of clause (c) above, Term SOFR for any day shall be based on the Term SOFR Reference Rate at

approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term

SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference

Rate methodology); provided that if such rate, as so determined, shall be less than zero, such rate shall be

deemed to be zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the

NYFRB Rate or Term SOFR shall be effective from and including the effective date of such change in the

Prime Rate, the NYFRB Rate or Term SOFR, respectively. If the Alternate Base Rate is being used as an

alternate rate of interest with respect to Term SOFR (for the avoidance of doubt, only until the

Benchmark Replacement with respect thereto has been determined pursuant to this Agreement), then the

Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without

reference to clause (c) above. Notwithstanding the foregoing, if the Alternate Base Rate determined as set

forth above would be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for

purposes of this Agreement.

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

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction

applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or

corruption.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage of

the Aggregate Commitments (disregarding, to the extent applicable pursuant to Section 2.19, any

Defaulting Lender’s Commitment) represented by such Lender’s Commitment at such time. If all of the

Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the

Commitments most recently in effect, giving effect to any permitted assignments made hereunder and, to

the extent applicable pursuant to Section 2.19, to any Lender’s status as a Defaulting Lender at the time of

determination.

“Applicable Rate” means, for any day, with respect to any ABR Loan (including any

Swingline Loan that is an ABR Loan), Term SOFR Loan or Daily Simple SOFR Loan (including any

Swingline Loan that is a Daily Simple SOFR Loan), or with respect to the commitment fees payable

hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR

Spread”, “Term SOFR/Daily Simple SOFR Spread” or “Commitment Fee Rate”, as the case may be,

based upon the Applicable Ratings by S&P, Moody’s and Fitch, respectively, as of such date:


Applicable Ratings (S&P / Moody’s / Fitch):	ABR Spread	Term SOFR/Daily Simple SOFR Spread	Commitment Fee Rate
Level I A-/A3/A- or higher	0.000%	1.000%	0.100%
Level II BBB+/Baa1/BBB+	0.125%	1.125%	0.125%
Level III BBB/Baa2/BBB	0.250%	1.250%	0.150%
Level IV BBB-/Baa3/BBB-	0.500%	1.500%	0.200%
Level V BB+/Ba1/BB+ or below	0.750%	1.750%	0.250%

For purposes of the foregoing, (a) if at any time, only one Applicable Rating shall be in

effect, the applicable level shall be determined by reference to the available Applicable Rating, (b) if no

Applicable Rating shall be in effect (other than by reason of the circumstances referred to in the final

paragraph of this definition), level V shall apply, (c) if at any time there is more than one Applicable

Rating in effect and such Applicable Ratings are in different levels, then (i) if three Applicable Ratings

are in effect, either (x) if two of the Applicable Ratings are in the same level, such level will apply or (y)

if all three Applicable Ratings are in different levels, then the level corresponding to the middle

Applicable Rating will apply and (ii) if only two Applicable Ratings are in effect, then the level

corresponding to the higher Applicable Rating will apply, unless there is more than one level between

such Applicable Ratings, in which case the level one below that applicable to the higher of the two such

Applicable Ratings will apply, and (d) if the Applicable Ratings established by S&P, Moody’s or Fitch

shall be changed (other than as a result of a change in the rating system of S&P, Moody’s or Fitch), such

change shall be effective as of the third Business Day following the date on which it is first announced by

the applicable rating agency, irrespective of when notice of such change shall have been furnished by the

Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(e) or otherwise. Each

change in the Applicable Rate shall apply during the period commencing on the effective date of such

change and ending on the date immediately preceding the effective date of the next such change.

If the rating system of S&P, Moody’s or Fitch shall change, or if any such rating agencies

shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall

negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability

of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable

Rate shall be determined by reference to the rating most recently in effect prior to such change or

cessation.

“Applicable Rating” means, for each of S&P, Moody’s and Fitch, the rating assigned by

such rating agency to the Index Debt; provided that if such rating agency shall at any time fail to have in

effect a rating for the Index Debt (other than by reason of the circumstances referred to in the final

paragraph of the definition of “Applicable Rate”), the Borrower may seek and obtain a rating of the

Facility from such rating agency, and on and after the date on which such rating of the Facility is obtained

until such time (if any) that a rating by such rating agency for the Index Debt becomes effective again, the

Applicable Rating for such rating agency shall mean the rating assigned by such rating agency to the

Facility.

“Approved Borrower Portal” means any electronic platform chosen by the Administrative

Agent to be its electronic transmission system.

“Approved Electronic Platform” means IntraLinks™, DebtDomain, SyndTrak, ClearPar

or any other electronic platform chosen by the Administrative Agent to be its electronic transmission

system.

“Approved Fund” means any Person (other than a natural person or a holding company,

investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) that is

engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of

credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an

Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays

Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG

2 RBC Capital Markets is the brand name for the capital markets activities of Royal Bank of Canada.

Bank, Ltd., RBC Capital Markets2, Sumitomo Mitsui Banking Corporation and TD Securities (USA)

LLC, each in its capacity as a joint lead arranger and joint bookrunner for the Facility.

“Assignment and Assumption” means an assignment and assumption entered into by a

Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section

9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by

the Administrative Agent in consultation with the Borrower.

“Attributable Debt” means, as of any date of determination, the present value (discounted

semiannually at an interest rate implicit in the terms of the relevant lease) of the obligation of a lessee for

rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental

obligations of any sublessee of all or part of the same property) during the remaining term of such Sale

and Leaseback Transaction (including any period for which the lease relating thereto has been extended),

such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance,

taxes, assessments and similar charges and for contingent rents (such as those based on sales). In the case

of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of

a penalty, such rental payments shall be considered for purposes of this definition to be the lesser of (a)

the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the

date of such determination) upon which it may be so terminated plus the then applicable penalty upon

such termination and (b) the rental payments required to be paid during the remaining term of such Sale

and Leaseback Transaction (assuming such termination provision is not exercised).

“Availability Period” means the period from and including the Closing Date to but

excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Tenor” means, as of any date of determination and with respect to the then-

current Benchmark, any tenor for such Benchmark (or component thereof) or payment period for interest

calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used

for determining the length of an Interest Period for any term rate or otherwise for determining any

frequency of making payments of interest calculated pursuant to this Agreement as of such date and not

including, for the avoidance of doubt, any tenor for such Benchmark that is then removed from the

definition of “Interest Period” pursuant to Section 2.13(b)(iv).

“Bail-In Action” means, as to any Affected Financial Institution, the exercise of any

Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of

such Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing

Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European

Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time

to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United

Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other

law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing

banks, investment firms or other financial institutions or their Affiliates (other than through liquidation,

administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, that such Person becomes the

subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation or similar

proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit

of creditors or similar Person charged with the reorganization or liquidation of its business appointed for

it (including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority

acting in such capacity), or, in the good faith determination of the Administrative Agent, has taken any

action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding

or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership

interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority, so

long as such ownership interest does not result in or provide such Person with immunity from the

jurisdiction of courts within the United States or from the enforcement of judgments or writs of

attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate,

disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition

Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the

then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent

that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13(b).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth

in the order below that can be determined by the Administrative Agent for the applicable Benchmark

Replacement Date:

(1) Daily Simple SOFR; and

(2) the sum of: (a) the alternate benchmark rate that has been selected by the

Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the

applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a

replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental

Body and/or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a

replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at

such time in the United States and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would

be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this

Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the

then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period

and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment

or method for calculating or determining such spread adjustment (which may be a positive or negative

value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable

Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread

adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body

on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement for U.S. dollar-denominated syndicated credit facilities at such time in the United States.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the definition of

“Alternate Base Rate”, the definition of “Business Day”, the definition of “Interest Period”, the definition

of “U.S. Government Securities Business Day”, timing and frequency of determining rates and making

payments of interest, timing of borrowing, prepayment, conversion or continuation notices, length of

lookback periods, the applicability of breakage provisions and other technical, administrative or

operational matters) that the Administrative Agent decides (in consultation with the Borrower) in its

reasonable discretion may be appropriate to reflect the adoption and implementation of the applicable

Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a

manner substantially consistent with market practice (or, if the Administrative Agent decides (in

consultation with the Borrower) in its reasonable discretion that adoption of any portion of such market

practice is not administratively feasible or if the Administrative Agent determines (in consultation with

the Borrower) that no market practice for the administration of such Benchmark Replacement exists, in

such other manner of administration as the Administrative Agent decides (in consultation with the

Borrower) in its reasonable discretion is reasonably necessary in connection with the administration of

this Agreement).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to

occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the

later of (a) the date of the public statement or publication of information referenced therein and (b) the

date on which the administrator of such Benchmark (or the published component used in the calculation

thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such

component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the first

date on which such Benchmark (or the published component used in the calculation thereof) has been or,

if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof)

have been determined and announced by the regulatory supervisor for the administrator of such

Benchmark (or such component thereof) to be no longer representative; provided that such non-

representativeness will be determined by reference to the most recent statement or publication referenced

in such clause (3) and even if such Benchmark (or such component thereof) or, if such Benchmark is a

term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided

on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement

Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the

Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such

determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of

clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set

forth therein with respect to all then-current Available Tenors of such Benchmark (or the published

component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of

one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator

of such Benchmark (or the published component used in the calculation thereof) announcing that such

administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such

component thereof), permanently or indefinitely, provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide such Benchmark (or such

component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or

such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof), the

Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with

jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component thereof) or a

court or an entity with similar insolvency or resolution authority over the administrator for such

Benchmark (or such component thereof), in each case, which states that the administrator of such

Benchmark (or such component thereof) has ceased or will cease to provide such Benchmark (or such

component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or

such component thereof) permanently or indefinitely; provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide such Benchmark (or such

component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or

such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all

Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified

future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have

occurred with respect to any Benchmark if a public statement or publication of information set forth

above has occurred with respect to each then-current Available Tenor of such Benchmark (or the

published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if

any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that

definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current

Benchmark for all purposes hereunder in accordance with Section 2.13(b) and (y) ending at the time that a

Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder in

accordance with Section 2.13(b).

“Beneficial Ownership Certification” means a certification regarding beneficial

ownership or control as required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is

subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any

Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of

ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” means Marathon Petroleum Corporation, a Delaware corporation.

“Borrower Communications” means collectively, any Borrowing Request, Interest

Election Request, notice requesting the issuance, amendment or extension of a Letter of Credit or other

notice, demand, communication, information, document or other material provided by or on behalf of the

Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed

by the Borrower to the Administrative Agent through an Approved Borrower Portal.

“Borrowing” means (a) Revolving Loans of the same Type made, converted or continued

on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect or

(b) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance

with Section 2.03 or 2.04(b), which shall be substantially in the form separately provided by the

Administrative Agent to the Borrower prior to the Closing Date.

“Business Day” means any day that is not a Saturday, Sunday or other day on which

commercial banks in New York City are authorized or required by law to remain closed; provided that,

when used in connection with a Daily Simple SOFR Loan or a Term SOFR Loan and any interest rate

settings, fundings, disbursements, settlements or payments of any Daily Simple SOFR Loans or Term

SOFR Loans, or any other dealings in respect of such Loans referencing Daily Simple SOFR or Term

SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities

Business Day.

“Cash Equivalents” means:

(a)direct obligations of, or obligations the principal of and interest on which are

unconditionally guaranteed by, the United States of America (or by any agency thereof to the

extent such obligations are backed by the full faith and credit of the United States of America), in

each case maturing within one year from the date of acquisition thereof;

(b)investments in commercial paper maturing within 270 days from the date of

acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable

from S&P or from Moody’s;

(c)investments in certificates of deposit, banker’s acceptances and demand or time

deposits, in each case maturing within 180 days from the date of acquisition thereof, issued or

guaranteed by or placed with, and money market deposit accounts issued or offered by, any

domestic office of any commercial bank organized under the laws of the United States of

America or any State thereof that has a combined capital and surplus and undivided profits of not

less than $500,000,000;

(d)fully collateralized repurchase agreements with a term of not more than 30 days

for securities described in clause (a) above and entered into with a financial institution satisfying

the criteria described in clause (c) above;

(e)deposits in money market funds which invest 95% or more of their funds in

investments described in any of clauses (a), (b) and (c) above; and

(f)in the case of any Subsidiary organized or operating outside the United States,

other short-term investments that are analogous to the foregoing, are of comparable credit quality

and are customarily used by companies in the applicable foreign jurisdiction for cash

management purposes.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or group (within the meaning of Rule 13d-5 of the Exchange Act

as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary

voting power represented by the issued and outstanding Equity Interests in the Borrower entitled to vote

in the election of directors (other than such Equity Interests having such power only by reason of the

happening of a contingency which contingency has not yet happened); or (b) a majority of the members

of the board of directors of the Borrower ceases to be composed of individuals (i) who were members of

such board on the Closing Date, (ii) whose election, nomination or appointment to such board was

approved by individuals referred to in clause (i) above constituting at the time of such election,

nomination or appointment at least a majority of such board or (iii) whose election, nomination or

appointment to such board was approved by individuals referred to in clauses (i) and (ii) above

constituting at the time of such election, nomination or appointment at least a majority of such board.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the

following: (a) the adoption or taking effect of any law, rule, regulation or treaty by any Governmental

Authority, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,

implementation or application thereof by any Governmental Authority or (c) the making or issuance of

any request, rule, guideline or directive (whether or not having the force of law) of any Governmental

Authority; provided, however, that for purposes of this Agreement (i) the Dodd-Frank Wall Street Reform

and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in

connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for

International Settlements, the Basel Committee on Banking Supervision (or any successor or similar

authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in

each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or

issued.

“Charges” has the meaning assigned to such term in Section 9.14.

“Class” refers, when used in reference to any Loan or Borrowing, to whether such Loan,

or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

“Closing Date” means the date on which the conditions specified in Section 4.01 are

satisfied (or waived in accordance with Section 9.02).

“CME Term SOFR Administrator” means CME Group Benchmark Administration

Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a

successor administrator).

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

“Commitment” means, with respect to any Lender, the commitment of such Lender to

make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,

expressed as an amount representing the maximum aggregate permitted amount of such Lender’s

Revolving Credit Exposure hereunder, as such amount may be (a) reduced from time to time pursuant to

Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender

pursuant to Section 9.04 and (c) increased by any Commitment Increase from time to time pursuant to

Section 2.21. The amount of each Lender’s Commitment as of the Closing Date is set forth on Schedule

2.01, and the amount of each Lender’s Commitment that becomes party hereto after the Closing Date is

set forth in the Assignment and Assumption or the New Lender Supplement pursuant to which such

Lender shall have assumed or provided its Commitment, as applicable.

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

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. 1, et seq.),

as amended.

“Communications” means, collectively, any notice, demand, communication,

information, document or other material provided by or on behalf of any Loan Party or the Administrative

Agent pursuant to any Loan Document or the transactions contemplated therein that is distributed to the

Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant

to Section 9.01, including through an Approved Electronic Platform.

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).

“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 Net Debt” means, at any date, (a)(i) without duplication, the aggregate

amount of the Indebtedness of the Borrower and its Subsidiaries of the type specified in clause (a), (b) (c),

(d) or (g), in clause (h) or (i) (in the case of clauses (h) and (i), so long as obligations specified in such

clauses are not contingent) or in clause (f) (if the Guarantees specified in such clause are of Indebtedness

of the type referred to above) of the definition of “Indebtedness” as of such date determined on a

consolidated basis, but (ii) excluding any Securitization Indebtedness, less (b) the aggregate amount of

cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date determined on a

consolidated basis in accordance with GAAP, provided that, for purposes of this clause (b), (i) any

portion of such aggregate amount of cash and Cash Equivalents that appears (or would be required to

appear) as “restricted” on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in

accordance with GAAP (other than, to the extent such Indebtedness is included in clause (a) above, any

cash and Cash Equivalents that have been deposited in a trust account or account created or pledged or

otherwise held for the sole benefit of the holders of any Indebtedness of the Borrower or its Subsidiaries

that has been, or as a result thereof will be, defeased, terminated, redeemed, satisfied and discharged or

otherwise repaid pursuant to the applicable terms of the definitive agreements governing such

Indebtedness) shall be excluded and (ii) such aggregate amount of cash and Cash Equivalents shall be

reduced (but not below zero) by the amount of Securitization Indebtedness, if any, outstanding on such

date to the extent that such Securitization Indebtedness would have been included in subclause (a)(i)

above but is excluded from clause (a) above pursuant to subclause (a)(ii) above. For the avoidance of

doubt, the amounts referred to above shall be determined excluding all amounts attributable to any

Excluded Subsidiary (other than any Indebtedness of any Excluded Subsidiary of the type referred to

above that shall have been Guaranteed by the Borrower or any Subsidiary).

“Consolidated Net Tangible Assets” means, at any date, (a) total assets of the Borrower

and its Subsidiaries determined on a consolidated basis in accordance with GAAP minus (b) the sum of

(i) current liabilities (excluding short-term Indebtedness and the current portion of long-term

Indebtedness) of the Borrower and its Subsidiaries and (ii) goodwill and other intangible assets of the

Borrower and its Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP,

all as reflected in the consolidated financial statements of the Borrower most recently delivered to the

Administrative Agent and the Lenders pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first delivery

of such financial statements, the most recent consolidated financial statements of the Borrower referred to

in Section 3.04(a)). For purposes of this definition, (A) assets of the Borrower and its Subsidiaries shall

exclude all amounts attributable to the assets of any Excluded Subsidiary (or any equity investments in

any Excluded Subsidiary, but only if such equity investments are subject to Liens permitted under Section

6.02(a)(ix)), (B) any such current liabilities of the Borrower and its Subsidiaries shall not include any

such current liabilities of any Excluded Subsidiary, provided that to the extent such liabilities are recourse

to the Borrower or any Subsidiary, the full amount of such liabilities that are so recourse shall be

deducted for purposes of this definition, and (C) the amount of any such assets and current liabilities of

any Subsidiary that is not wholly owned by the Borrower shall be included or deducted, as the case may

be, only to the extent of the proportional Equity Interests directly or indirectly owned by the Borrower in

such Subsidiary, provided that, in the case of any such liabilities, to the extent such liabilities are recourse

to the Borrower or any other Subsidiary, the full amount of such liabilities that are so recourse shall be

deducted for purposes of this definition.

“Consolidated Stockholders’ Equity” means, at any date, the total stockholders’ equity of

the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, but

excluding, at any time, all amounts attributable to (including all retained earnings of) any Person that at

such time is an Excluded Subsidiary. For the avoidance of doubt, the amount of stockholders’ equity at

any date attributable to MPLX and its subsidiaries will be the portion of the total consolidated partners’

capital of MPLX that is attributable to the Borrower as a unitholder of MPLX, as set forth in the

consolidated balance sheet of MPLX as of such date prepared in accordance with GAAP.

“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.

“Corresponding Tenor” means, with respect to any Available Tenor, as applicable, either

a tenor (including overnight) or an interest payment period having approximately the same length

(disregarding business day adjustment) as such Available Tenor.

“Credit Contact” means, with respect to each Credit Party, such Person designated in the

Administrative Questionnaire or other notice provided to the Administrative Agent as the Credit Contact

for such Credit Party.

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

or any other Lender.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal

to SOFR for the day (such day, a “SOFR Determination Date”) that is (a) in the case of a Revolving Loan,

five U.S. Government Securities Business Days prior to or (b) in the case of a Swingline Loan, the same

day as (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day

or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government

Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is

published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if the Daily

Simple SOFR as so determined would be less than zero, the Daily Simple SOFR shall be deemed to be

zero for the purposes of this Agreement. If by 5:00 p.m., New York City time, on the second U.S.

Government Securities Business Day immediately following any SOFR Determination Date, SOFR in

respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website

and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR

for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S.

Government Securities Business Day for which SOFR was published on the SOFR Administrator’s

Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and

including the effective date of such change in SOFR.

“Daily Simple SOFR Borrowing” means any Borrowing comprised of Daily Simple

SOFR Loans.

“Daily Simple SOFR Loan” means any Loan that bears interest at a rate determined by

reference to Daily Simple SOFR.

“Default” means any event or condition which constitutes an Event of Default or which

upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of

the date required to be funded or paid, (i) to fund any portion of its Loans, unless such Lender notifies the

Administrative Agent in writing that such failure is the result of such Lender’s good faith determination

that a condition precedent to funding (specifically identified in such writing, including, if applicable, by

reference to a specific Default) has not been satisfied, (ii) to fund any portion of its participations in

Letters of Credit or Swingline Loans or (iii) to pay to any Credit Party any other amount required to be

paid by it hereunder, (b) has notified the Borrower or any Credit Party in writing, or has made a public

statement to the effect, that it does not intend or expect to comply with any of its funding obligations

under this Agreement (unless such writing or public statement indicates that such position is based on

such Lender’s good-faith determination that a condition precedent (specifically identified in such writing,

including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or

generally under other agreements in which it commits to extend credit, (c) has failed, within three

Business Days after written request by the Borrower or a Credit Party made in good faith, to provide a

certification in writing from an authorized officer of such Lender that it will comply with its obligations

(and is financially able to meet such obligations) to fund prospective Loans and participations in then

outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall

cease to be a Defaulting Lender pursuant to this clause (c) upon the Borrower’s or such Credit Party’s

receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) has

become the subject of a Bankruptcy Event or (e) has, or has a Lender Parent that has, become the subject

of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender

under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest

error.

“Disclosed Matters” means the actions, suits and proceedings and the environmental

matters disclosed on Schedule 3.05.

“Documentation Agents” means the Persons identified as such on the cover page of this

Agreement, each in its capacity as a documentation agent for the Facility.

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

“Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws

of the United States of America, any State thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country that is subject to the supervision of an EEA Resolution

Authority, (b) any entity established in an EEA Member Country that is a parent of an institution

described in clause (a) above or (c) any institution established in an EEA Member Country that is a

subsidiary of an institution described in clause (a) or (b) above and is subject to consolidated supervision

with its parent.

“EEA Member Country” means any member state of the European Union, Iceland,

Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any delegee)

having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” means an electronic signature, sound, symbol or process attached

to, or associated with, a contract or other record and adopted by a Person with the intent to sign,

authenticate or accept such contract or record.

“Eligible Assignee” means (a) a Lender, (b) a commercial bank, an insurance company, a

commercial finance company or a company engaged in making commercial loans, in each case, which,

together with its Affiliates, has a combined capital and surplus in excess of $500,000,000, (c) any

Affiliate of a Lender, (d) an Approved Fund or (e) any other Person that is an “accredited investor” (as

defined in Regulation D under the Securities Act) and that extends credit or makes or purchases loans in

the ordinary course of its business, other than, in each case, (i) a Defaulting Lender or a Lender Parent

thereof, (ii) the Borrower or any Subsidiary or other Affiliate of the Borrower or (iii) a natural person (or

a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a

natural person).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances and legally-

binding orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or

entered into by any Governmental Authority, relating in any way to protection of the environment,

preservation or reclamation of natural resources, the management, release or threatened release of any

hazardous or toxic materials or to health and safety matters concerning exposure to hazardous or toxic

materials.

“Environmental Liability” means any liability, contingent or otherwise (including any

liability for damages, costs of environmental remediation, fines, penalties or indemnities), resulting from

or based upon (a) the violation of any Environmental Law, (b) any obligation under any Environmental

Law with respect to the generation, use, handling, transportation, storage, treatment or disposal of any

Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any

Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement

pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership

interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in

a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any

such equity interest (other than any Indebtedness that is convertible at the option of the holder into Equity

Interests, to the extent such holder has not so converted such Indebtedness).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended

from time to time, and the rules and regulations promulgated and rulings thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that,

together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or,

solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer

under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA

or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day

notice period is waived); (b) a failure by any Plan to satisfy the “minimum funding standards” (as defined

in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or

not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an

application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by

the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to

administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability

with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the

receipt by the Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal

Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the

meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of

ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor person), as in effect from time to time.

“Events of Default” has the meaning assigned to such term in Article VII.

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

“Excluded Subsidiary” means (a) MPLX and each of its subsidiaries, but only for so long

as MPLX is not wholly owned, directly or indirectly, by the Borrower, and (b) any other subsidiary of the

Borrower that is neither (i) wholly owned, directly or indirectly, by the Borrower nor (ii) consolidated in

the consolidated financial statements of the Borrower in accordance with GAAP.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a

Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or

measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,

(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office

or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax

(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,

U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with

respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which

(i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment

request by the Borrower under Section 2.18(b)) or (ii) such Lender changes its lending office, except in

each case to the extent that, pursuant to Section 2.16, 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 2.16(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means the Five-Year Revolving Credit Agreement, dated as

of July 7, 2022, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the

lenders party thereto, as amended, restated, supplemented or otherwise modified prior to the date hereof.

“Existing Credit Agreement Refinancing” means the payment in full of all principal,

interest, fees and other amounts due or outstanding under the Existing Credit Agreement, including the

cancellation of all letters of credit issued and outstanding thereunder (other than any such letter of credit

designated hereunder as an Existing Letter of Credit or cash collateralized or backstopped in a manner

reasonably satisfactory to the Borrower and the Administrative Agent), the termination of all

commitments thereunder and discharge or release of all guarantees thereunder, if any.

“Existing Letter of Credit” means (a) any letter of credit that is set forth on Schedule

2.05A hereto and (b) any other letter of credit that is issued by any Issuing Bank (or any Person that

substantially concurrently with the effectiveness of such designation shall become an Issuing Bank as

provided herein) for the account of the Borrower (or, subject to compliance with the requirements set

forth in Section 2.05(a), any Subsidiary) and, subject to compliance with the requirements set forth in

Section 2.05 as to the currency of the denomination of Letters of Credit, the maximum Total LC Exposure

and expiration of Letters of Credit, is designated as an “Existing Letter of Credit” by written notice

thereof by the Borrower and such Issuing Bank (or such Person) to the Administrative Agent (which

notice shall contain a representation and warranty by the Borrower as of the date thereof that the

conditions precedent set forth in Sections 4.02(a) and 4.02(b) shall be satisfied immediately after giving

effect to such designation).

“Existing Maturity Date” has the meaning assigned to such term in Section 2.20(a).

“Existing Securitization Facility” means the Loan and Security Agreement, dated as of

September 30, 2021, as amended by the First Amendment to Loan and Security Agreement, dated as of

November 4, 2021, as amended by the Second Amendment to Loan and Security Agreement, dated as of

February 14, 2022, as amended by the Third Amendment to Loan and Security Agreement, dated as of

March 15, 2022, as amended by the Fourth Amendment to Loan and Security Agreement, dated as of July

19, 2022, as amended by the Fifth Amendment to Loan and Security Agreement, dated as of September

14, 2023, as amended by the Sixth Amendment to Loan and Security Agreement, dated as of September

6, 2024, by and among MPC Trade Receivables Company I LLC, Marathon Petroleum Company LP, the

Lenders, Group Agents and L/C Participants (each as defined therein) from time to time party thereto and

The Toronto-Dominion Bank, as LC Bank and as Administrative Agent.

“Extending Lender” has the meaning assigned to such term in Section 2.20(b).

“Extension Closing Date” has the meaning assigned to such term in Section 2.20(b).

“Facility” means the revolving credit facility provided for herein.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not materially

more onerous to comply with), any intergovernmental agreements entered into and any fiscal or

regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or

convention among Governmental Authorities, any agreements entered into pursuant to Section 1471(b)(1)

of the Code and any current or future regulations or official interpretations of the foregoing.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB

based on such day’s federal funds transactions by depositary institutions, as determined in such manner as

the NYFRB shall set forth on the NYFRB’s Website from time to time, and published on the next

succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if such rate

shall be less than zero, such rate shall be deemed to be zero.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System

of the United States of America.

“Finance Lease Obligations” of any Person means the obligations of such Person to pay

rent or other amounts under any lease of real or personal property, or a combination thereof, which

obligations are required under GAAP to be classified and accounted for as finance leases on a balance

sheet of such Person, and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP. For purposes of Section 6.02, a Finance Lease Obligation shall be

deemed to be secured by a Lien on the property being leased and such property shall be deemed to be

owned by the lessee.

“Financial Officer” means the chief financial officer, principal accounting officer,

treasurer, vice president treasury, assistant treasurer or controller of the Borrower; provided that, when

such term is used in reference to any document executed by, or a certification of, a Financial Officer, the

secretary or assistant secretary of the Borrower shall have, theretofore (including on the Closing Date) or

concurrently therewith, delivered an incumbency certificate to the Administrative Agent as to the

authority of such individual.

“Fitch” means Fitch Ratings, Inc., or any successor to the rating agency business thereof.

“Floor” means zero percent.

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

as in effect, subject to Section 1.04, from time to time.

“Governmental Authority” means the government of the United States of America, any

other nation or any political subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,

judicial, taxing, regulatory or administrative powers or functions of or pertaining to government

(including any supra-national body exercising such powers or functions, such as the European Union or

the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or

otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness

or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or

indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or

advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to

purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to

purchase or lease property, securities or services for the purpose of assuring the owner of such

Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or

any other financial statement condition or liquidity of the primary obligor so as to enable the primary

obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of

credit or letter of guaranty issued to support such Indebtedness or other obligation; provided that the term

Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding

on such date of the Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any

Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an

obligation that does not have a principal amount, the maximum monetary exposure as of such date of the

guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the

case of clause (ii), reasonably and in good faith by a Financial Officer of the Borrower)).

“Hazardous Materials” means all explosive or radioactive substances or wastes and all

hazardous or toxic substances, wastes or other pollutants regulated under any Environmental Law,

including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated

biphenyls, per- and poly-fluorinated substances, radon gas, infectious or medical wastes and all other

substances or wastes of any nature regulated pursuant to any Environmental Law due to their deleterious

or harmful characteristics.

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

“Incremental Commitment Activation Notice” means a notice substantially in the form of

Exhibit D-1.

“Incremental Commitment Effective Date” means any Business Day designated as such

in an Incremental Commitment Activation Notice or, if later, the first date on which each condition set

forth in Section 4.03 shall have been satisfied or waived with respect to the Commitment Increase set

forth therein.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such

Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or

similar instruments, (c) all obligations of such Person under conditional sale or other title retention

agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of

the deferred purchase price of property or services (excluding (i) accounts payable and accrued liabilities

incurred in the ordinary course of business and (ii) amounts which are being contested in good faith and,

if applicable, for which reserves in conformity with GAAP have been provided), (e) all Indebtedness of

others secured by (or for which the holder of such Indebtedness has an existing right, contingent or

otherwise, to be secured by) any Lien on property owned or acquired by such Person (other than Liens on

Equity Interests in Joint Ventures or Excluded Subsidiaries, in each case, which are permitted under

Section 6.02(a)(ix)), whether or not the Indebtedness secured thereby has been assumed, but only to the

extent of such property’s fair market value, (f) all Guarantees by such Person of Indebtedness of others

(other than Guarantees solely in the form of Liens on Equity Interests in Joint Ventures or Excluded

Subsidiaries, in each case, which are permitted under Section 6.02(a)(ix)), (g) all Finance Lease

Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account

party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise,

of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the

Indebtedness of any other Person (including any partnership in which such Person is a general partner) to

the extent such Person is legally liable therefor as a result of such Person’s ownership interest in or other

relationship with such other Person, except to the extent the terms of such Indebtedness provide that such

Person is not liable therefor. The Indebtedness of any Person shall not include endorsements of checks,

bills of exchange and other instruments for deposit or collection in the ordinary course of business.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of any Loan Party under any Loan

Document and (b) to the extent not otherwise described in clause (a) of this definition, Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of

the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

“Information Memorandum” means the Confidential Information Memorandum dated

March 2026, relating to the Borrower and the Facility.

“Interest Election Request” means a request by the Borrower to convert or continue a

Revolving Borrowing in accordance with Section 2.07, which shall be substantially in the form separately

provided by the Administrative Agent to the Borrower prior to the Closing Date.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline

Loan), the last day of each March, June, September and December and the Maturity Date, (b) with respect

to any Term SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such

Loan is a part and, in the case of a Term SOFR Borrowing with an Interest Period of more than three

months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three

months’ duration after the first day of such Interest Period, (c) with respect to any Daily Simple SOFR

Loan (other than a Swingline Loan), each date that is on the numerically corresponding day in each

calendar month that is one month after the borrowing of, or conversion to, such Daily Simple SOFR Loan

(or, if there is no such corresponding day in such month, then the last day of such month) and the

Maturity Date and (d) with respect to any Swingline Loan, (i) in the case of any ABR Swingline Loan, the

day that such Swingline Loan is required to be repaid and (ii) in the case of any Daily Simple SOFR

Swingline Loan, the earlier of (x) the day that is five U.S. Government Securities Business Days after the

day that such Swingline Loan is required to be repaid and (y) the Maturity Date.

“Interest Period” means, with respect to any Term SOFR Borrowing, the period

commencing on the date of such Borrowing and ending on the numerically corresponding day in the

calendar month that is one, three or six months thereafter (in each case, subject to the availability thereof);

provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period

shall be extended to the next succeeding Business Day unless such next succeeding Business Day would

fall in the next calendar month, in which case such Interest Period shall end on the next preceding

Business Day, and (b) any Interest Period of one month or more that commences on the last Business Day

of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar

month of such Interest Period) shall end on the last Business Day of the last calendar month of such

Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such

Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation

of such Borrowing.

“IRS” means the United States Internal Revenue Service.

“ISP” means the International Standby Practices 1998, International Chamber of

Commerce Publication No. 590.

“Issuing Bank” means each of JPMorgan Chase Bank, N.A., Wells Fargo Bank, National

Association, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA,

Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation,

The Toronto-Dominion Bank, New York Branch and any other Lender that becomes an Issuing Bank

pursuant to Section 2.05(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, other

than any such Person that ceases to be an Issuing Bank pursuant hereto. Each Issuing Bank may, in its

discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branch offices of such

Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch office with

respect to Letters of Credit issued by such Affiliate or branch office (it being agreed that such Issuing

Bank shall cause such Affiliate or branch office to comply with the requirements of Section 2.05 with

respect to such Letters of Credit).

“Joint Venture” means a joint venture entity the Equity Interests of which are owned by

the Borrower or a Subsidiary with one or more third parties so long as such joint venture entity does not

constitute a subsidiary of the Borrower.

“LC Commitment” means, with respect to any Issuing Bank, the maximum permitted

amount of the Total LC Exposure that may be attributable to Letters of Credit issued by such Issuing

Bank. The amount of each Issuing Bank’s LC Commitment is set forth in Schedule 2.05B or, in the case

of any Issuing Bank that becomes an Issuing Bank hereunder pursuant to Section 2.05(j), in a written

agreement referred to in such Section, or, in each case, is such other maximum permitted amount with

respect to any Issuing Bank as may have been agreed in writing (and notified in writing to the

Administrative Agent) by such Issuing Bank and the Borrower.

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

Credit issued by such Issuing Bank.

“LC Exposure” means, with respect to any Lender at any time, such Lender’s Applicable

Percentage of the Total LC Exposure at such time, adjusted to give effect to any reallocation under

Section 2.19(d) of the LC Exposures of Defaulting Lenders in effect at such time.

“Lender Parent” means, with respect to any Lender, each Person in respect of which such

Lender is, directly or indirectly, a subsidiary.

“Lender-Related Person” means the Administrative Agent (and any sub-agent thereof),

each Arranger, each Lender and each Related Party of any of the foregoing Persons.

“Lenders” means (a) the Persons listed on Schedule 2.01, (b) any New Lender that shall

have become a party hereto pursuant to Section 2.21 and (c) any other Person that shall have become a

party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a

party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term

“Lenders” includes the Swingline Lender.

“Letter of Credit” means (a) each Existing Letter of Credit and (b) any letter of credit

issued pursuant to this Agreement, other than any such letter of credit that shall have ceased to be a Letter

of Credit outstanding hereunder pursuant to Section 9.05.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or

liabilities of any kind.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,

hypothecation, encumbrance, charge or security interest in, on or of such asset or (b) the interest of a

vendor or a lessor under any conditional sale agreement, finance lease or title retention agreement (or any

financing lease having substantially the same economic effect as any of the foregoing) relating to such

asset.

“Loan” means a Revolving Loan or a Swingline Loan, as the context may require.

“Loan Documents” means this Agreement, each New Lender Supplement, the Subsidiary

Guarantee (if any), any other document executed by a Loan Party and the Administrative Agent that

contains a provision stating that it is a Loan Document as herein defined, any agreement designating an

additional Issuing Bank as contemplated by Section 2.05(j) and, other than for purposes of Section 9.02,

any agreement between the Borrower and any Issuing Bank regarding such Issuing Bank’s LC

Commitment or the respective rights and obligations between the Borrower and such Issuing Bank in

connection with the issuances of Letters of Credit and each promissory note executed and delivered by the

Borrower under Section 2.09(e) (if any).

“Loan Parties” means the Borrower and, if applicable, any Subsidiary Guarantor.

“Material Adverse Change” means any event, development or circumstance that has had

or could reasonably be expected to have a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on (a) the business,

operations, property or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the

ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit),

or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its

Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of determining

Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in

respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any

netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap

Agreement were terminated at such time.

“Maturity Date” means the fifth anniversary of the Closing Date, subject to the extension

thereof with respect to all or part of the Commitments pursuant to Section 2.20; provided, however, that if

such date is not a Business Day, then the Maturity Date shall be the immediately preceding Business Day.

“Maximum Rate” has the meaning assigned to such term in Section 9.14.

“MNPI” means material information concerning the Borrower or any of its Affiliates or

any securities of any of the foregoing that has not been disseminated in a manner making it available to

investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act.

For purposes of this definition, “material information” means information concerning the Borrower or any

of its Affiliates or any securities of any of the foregoing that could reasonably be expected to be material

for purposes of the United States federal and state securities laws.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency

business thereof.

“MPLX” means MPLX LP, a Delaware limited partnership, and its successors.

“MPLX Credit Agreement” means the Credit Agreement dated as of the date hereof,

among MPLX, the lenders from time to time party thereto and Wells Fargo Bank, National Association,

as the administrative agent, and any syndicated revolving credit agreement that replaces or refinances the

foregoing, in each case, as the same may be amended, restated, supplemented or otherwise modified from

time to time.

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

ERISA to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions.

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

“New Lender Supplement” has the meaning assigned to such term in Section 2.21(a).

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

at such time.

“Non-Extending Lender” means, with respect to any extension of the Maturity Date

pursuant to Section 2.20, any Lender that has not consented to, or has been deemed not to have consented

to, such extension pursuant to Section 2.20.

“Non-Guarantor Subsidiary” means a Subsidiary of the Borrower that is not a Subsidiary

Guarantor.

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

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

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in

effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or, for any day that is

not a Business Day, on the immediately preceding Business Day); provided that if none of such rates are

published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds

transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent

from a federal funds broker of recognized standing selected by it; provided further that if any of the

aforesaid rates as so determined shall be less than zero, such rate shall be deemed to be zero.

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

any successor source.

“OFAC” means the United States Treasury Department Office of Foreign Assets Control.

“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 Taxes

(other than a connection 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,

or 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, documentary, intangible,

recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery,

performance, enforcement or registration of, or from the registration, receipt or perfection of a security

interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other

Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to

Section 2.18(b)).

“Outbound Investment Rules” means the regulations administered and enforced by the

United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, as of the date

of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight

federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking

offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth

on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the

NYFRB as an overnight bank funding rate.

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

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

“Payment” has the meaning assigned to such term in Article VIII.

“Payment Notice” has the meaning assigned to such term in Article VIII.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in

ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that (i) are not yet due, (ii) are not more than 60 days

past due and not subject to penalties for non-payment or (iii) are being contested in compliance

with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s,

landlords’ and other like Liens arising in the ordinary course of business (or deposits to obtain the

release of such Liens) and securing obligations that are not overdue for more than 60 days or, if

so overdue, that are being contested in compliance with Section 5.04;

connection with, workers’ compensation, unemployment insurance and other social security laws

or regulations (other than Liens imposed by ERISA) or (ii) in respect of letters of credit, bank

guarantees, performance bonds or similar instruments issued for the account of the Borrower or

any Subsidiary in the ordinary course of business supporting obligations of the type set forth in

clause (i) above;

(d) Liens and deposits made (i) to secure the performance of bids, trade contracts (other

than for payment of Indebtedness), government contracts, leases (other than Finance Lease

Obligations), statutory obligations (other than Liens imposed by ERISA), surety and appeal

bonds, performance bonds and other obligations of a like nature, in each case in the ordinary

course of business or (ii) in respect of letters of credit, bank guarantees or similar instruments

issued for the account of the Borrower or any Subsidiary in the ordinary course of business

supporting obligations of the type set forth in clause (i) above;

(e) judgment or attachment Liens in respect of judgments that do not constitute an Event

of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real

property imposed by law or arising in the ordinary course of business that do not secure any

monetary obligations and do not materially detract from the value of the affected property or

materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g) any Lien in favor of the United States of America, any state or any agency,

department, political subdivision or other instrumentality of either, to secure partial, progress or

advance payments to the Borrower or any Subsidiary pursuant to the provisions of any contract or

any statute;

(h) Liens created or evidenced by or resulting from precautionary financing statements

filed by lessors of property (but only relating to the leased property), other than in connection

with finance leases and sale-leasebacks;

(i) Liens imposed by ERISA which are being contested in good faith by appropriate

proceedings and with respect to which adequate reserves have been set aside in accordance with

GAAP, provided that the aggregate amount of the obligations secured by such Liens shall not at

any time exceed $100,000,000;

(j) Liens in favor of banks having a right of setoff, revocation, refund or chargeback with

respect to money or instruments of the Borrower or any of its Subsidiaries on deposit with or in

the possession of such bank, in each case in the ordinary course of business;

(k) Liens that are contractual rights of set-off (including, for the avoidance of doubt,

customary netting and offset provisions in Swap Agreements);

(l) Liens on cash and Cash Equivalents made to defease or to satisfy and discharge any

debt securities;

(m) contractual Liens arising under operating agreements, joint venture agreements,

partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for

sale, transportation or exchange of oil, natural gas or refined products, terminal and storage

agreements and other similar agreements entered into in the ordinary course business of the

Borrower and its Subsidiaries, in each case granted to secure compliance with the applicable

agreement and limited to the property that is the subject of the applicable agreement, provided

that any such Liens are for claims which are not delinquent or which are being contested in good

faith and, if applicable, for which adequate reserves have been maintained to the extent required

by GAAP, and provided further that any such Lien does not materially impair the use of the

property covered by such Lien for the purposes for which such property is held by the Borrower

or the applicable Subsidiary or materially impair the value of such property subject thereto;

(n) Liens on earnest money deposits made by the Borrower or any Subsidiary in

connection with any letter of intent or purchase agreement with respect to an acquisition or other

investment permitted hereunder;

(o) customary Liens arising under sale agreements related to any disposition permitted

hereunder, provided that such Liens extend only to the property to be disposed of; and

(p) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance,

insurance premiums, co-payment, co-insurance, retentions and similar obligations (other than

Indebtedness) to providers of insurance, provided that such Liens are granted, and such

obligations are incurred, in the ordinary course of business;

provided that the term “Permitted Encumbrances” shall not include any Lien (other than any Lien referred

to in clause (l) above) securing Indebtedness of the type included in clause (a) of the definition of the term

“Consolidated Net Debt”.

“Person” means any natural person, corporation, limited liability company, trust, joint

venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan)

subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and

in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under

Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the

“Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per

annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15

(519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein,

any similar rate quoted therein (as determined by the Administrative Agent in its reasonable discretion) or

any similar release by the Federal Reserve Board (as determined by the Administrative Agent in its

reasonable discretion). Each change in the Prime Rate shall be effective from and including the date such

change is publicly announced or quoted as being effective.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of

Labor, as any such exemption may be amended from time to time.

“Recipient” means the Administrative Agent, any Lender and any Issuing Bank, or any

combination thereof (as the context requires).

“Reference Time” means, with respect to any setting of the then-current Benchmark,

(a) if such Benchmark is Term SOFR, 5:00 a.m., Chicago time, on the day that is two U.S. Government

Securities Business Days preceding the date of such setting, (b) if such Benchmark is Daily Simple

SOFR, then four U.S. Government Securities Business Days prior to such setting or (c) otherwise, the

time determined by the Administrative Agent in its reasonable discretion.

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

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates

and the respective directors, officers, partners, members, trustees, employees, agents and advisors of such

Person and such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board, the NYFRB or a

committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each

case, any successor thereto.

“Relevant Rate” means (a) with respect to any Term SOFR Borrowing, Term SOFR, and

(b) with respect to any Daily Simple SOFR Borrowing, Daily Simple SOFR.

“Removal Effective Date” has the meaning assigned to such term in Article VIII.

“Required Lenders” means, at any time, subject to Section 2.19, Lenders having

Revolving Credit Exposures and unused Commitments representing in the aggregate more than 50% of

the sum of the Total Revolving Credit Exposure and unused Commitments of all Lenders at such time.

For purposes of this definition, Revolving Credit Exposure of the Lender that is the Swingline Lender

shall be deemed to exclude the amount of its Swingline Exposure in excess of its Applicable Percentage

of the aggregate outstanding principal amount of all the Swingline Loans, but adjusted to give effect to

any reallocation under Section 2.19 of the Swingline Exposures of Defaulting Lenders in effect at such

time, and the unused Commitment of such Lender shall be determined on the basis of its Revolving Credit

Exposure excluding such excess amount.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Person, the chief executive officer, the

president, the general counsel or any Financial Officer of such Person or of the general partner of such

Person; provided that, when such term is used in reference to any document executed by, or a certification

of, a Responsible Officer, the secretary or assistant secretary of such Person shall, at the request of the

Administrative Agent, deliver an incumbency certificate to the Administrative Agent as to the authority of

such individual.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of

(a) the outstanding principal amount of such Lender’s Revolving Loans at such time, plus (b) such

Lender’s LC Exposure at such time, plus (c) (except for the purposes of calculating the commitment fee

in accordance with Section 2.11(a)) such Lender’s Swingline Exposure at such time.

“Revolving Loan” has the meaning assigned to such term in Section 2.01.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor to the

rating agency business thereof.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for

the leasing by the Borrower or any Subsidiary of any property (whether such property is now owned or

hereafter acquired) that has been or is to be sold or transferred by the Borrower or any Subsidiary to such

Person or any of its Affiliates, other than (a) temporary leases for a term, including renewals at the option

of the lessee, of not more than three years and (b) leases between the Borrower and a Subsidiary or

between Subsidiaries.

“Sanctioned Country” means a country, territory or region that is itself the subject or

target of comprehensive Sanctions (at the date of this Agreement, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran and North

Korea).

“Sanctioned Person” means (a) any Person listed in any Sanctions-related list of

designated Persons maintained by OFAC, the United States Department of State, the United Nations

Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person

organized or resident in a Sanctioned Country or (c) any Person owned, 50% or more, or Controlled by

any Person or Persons described in clause (a) or (b) above.

“Sanctions” means economic or financial sanctions or trade embargoes imposed,

administered or enforced from time to time by (a) the United States government, including those

administered by the OFAC or the United States Department of State, or (b) the United Nations Security

Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“SEC” means the United States Securities and Exchange Commission, or any

Governmental Authority succeeding to the functions of said Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securitization Indebtedness” means (a) any Indebtedness of a Securitization Subsidiary

issued or incurred under any Securitization Transaction and (b) in the case of any Securitization

Transaction that is a purchase and sale, or otherwise does not involve issuance or incurrence of

Indebtedness, the uncollected amount of the Securitization Receivables sold to one or more third party

purchasers or investors pursuant to such Securitization Transaction, net of any such Securitization

Receivables that have been written off as uncollectible.

“Securitization Receivables” has the meaning assigned to such term in the definition of

“Securitization Transaction”.

“Securitization Subsidiary” means, with respect to any Person, any special purpose

subsidiary or special purpose Affiliate to which such Person sells, conveys or otherwise transfers, and in

connection therewith grants a Lien on, Securitization Receivables pursuant to a Securitization

Transaction.

“Securitization Transaction” means any financing transaction or series of financing

transactions (including factoring arrangements) in connection with which the Borrower or any Affiliate of

the Borrower may sell, convey or otherwise transfer, and in connection therewith grant a Lien on,

accounts, payments, receivables, accounts receivable, rights to future lease payments or residuals or

similar rights to payment and in each case any related assets (the “Securitization Receivables”) to (x)

directly or indirectly a Securitization Subsidiary that may in turn transfer and/or pledge its Securitization

Receivables to one or more lenders, investors or purchasers or (y) directly to one or more lenders,

investors or purchasers; provided, in each case, that any obligations arising therefrom do not permit or

provide recourse to the Borrower or any Subsidiary (other than a Securitization Subsidiary) or any

property or asset of the Borrower or any Subsidiary (other than the property or assets of a Securitization

Subsidiary or any Equity Interests in a Securitization Subsidiary), other than with respect to any

representations, warranties, servicer obligations, covenants and indemnities entered into by the Borrower

or any Subsidiary of a type that are reasonable and customary in securitizations of Securitization

Receivables. The parties hereto acknowledge and agree that the representations, warranties, servicer

obligations, covenants and indemnities contained in the Existing Securitization Facility, as in effect on the

date hereof, are reasonable and customary.

“Significant Subsidiary” means any Subsidiary that is a Significant Subsidiary as such

term is defined in Regulation S-X promulgated under the Exchange Act.

“SOFR” means a rate per annum equal to the secured overnight financing rate as

administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured

overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website or any successor source

for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Foreign Entity” means any “specified foreign entity” within the meaning of

Section 7701(a)(51)(B) of the Code.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any

corporation, limited liability company, partnership, association or other entity of which Equity Interests

representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50%

of the general partnership interests are, as of such date, directly or indirectly, owned, Controlled or held

by the parent.

“Subsidiary” means any subsidiary of the Borrower, other than any Excluded Subsidiary;

provided that solely for purposes of Sections 3.06 (as to the first sentence thereof), 3.12, 5.07 and 5.08

(and any defined terms as such terms are used in such Sections), (a) MPLX and its consolidated

subsidiaries (other than any consolidated subsidiary that (i) is not wholly owned by MPLX, (ii) is not

Controlled by MPLX and (iii) has been designated as an “Excluded Venture” (or a term having a similar

meaning and effect) under, and in accordance with the terms of, the MPLX Credit Agreement) and (b)

each Excluded Subsidiary referred to in clause (b) of the definition of such term (other than any such

Excluded Subsidiary that (i) is not wholly owned by the Borrower or MPLX and (ii) is not Controlled by

the Borrower or MPLX) shall, in each case, be deemed to be a Subsidiary.

“Subsidiary Guarantee” means a guarantee of the Borrower’s obligations hereunder in

substantially the form of Exhibit E or any other form approved by the Administrative Agent, together

with all supplements thereto.

“Subsidiary Guarantor” means, at any time, each Subsidiary of the Borrower that is party

to the Subsidiary Guarantee as a guarantor at such time.

“Surviving Person” has the meaning assigned to such term in Section 6.03(b).

“Swap Agreement” means (a) any agreement with respect to any swap, forward, future or

derivative transaction, or any 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, (b) any and all transactions of any kind, and the related

confirmations, which are subject to the terms and conditions of, or governed by, any form of master

agreement published by the International Swaps and Derivatives Association, Inc., any International

Foreign Exchange Master Agreement, or any other master agreement (any such master agreement,

together with any related schedules, a “Master Agreement”), including any such obligations or liabilities

under any Master Agreement and (c) any other derivative agreement or other similar agreement or

arrangement, in each case, including any agreement, contract or transaction that constitutes a “swap”

within the meaning of section 1a(47) of the Commodity Exchange Act; 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 the Subsidiaries shall be a Swap Agreement.

“Swingline Exposure” means, at any time, the aggregate principal amount of all

Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be

the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans

outstanding at such time (excluding, in the case of the Lender that is the Swingline Lender, Swingline

Loans outstanding at such time to the extent that the other Lenders shall not have funded their

participations in such Swingline Loans), adjusted to give effect to any reallocation under Section 2.19 of

the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of the Lender that

is the Swingline Lender, the aggregate principal amount of all Swingline Loans outstanding at such time

to the extent that the other Lenders shall not have funded their participations in such Swingline Loans.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of

Swingline Loans hereunder, and any replacement thereof pursuant to Article VIII.

“Swingline Loan” has the meaning assigned to such term in Section 2.04.

“Syndication Agent” means the Person identified as such on the cover page of this

Agreement, in its capacity as syndication agent for the Facility.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), assessments, fees or other charges imposed by any

Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, with respect to any Term SOFR Borrowing and for any tenor

comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m.,

Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor

comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR

Administrator; provided that if Term SOFR, as so determined, would be less than zero, Term SOFR shall

be deemed to be zero for the purposes of this Agreement.

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

“Term SOFR Loan” means any Loan that bears interest at a rate determined by reference

to Term SOFR (other than solely as a result of clause (c) of the definition of Alternate Base Rate).

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR

Determination Day”), with respect to any Term SOFR Borrowing and for any tenor comparable to the

applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and

identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m.,

New York City time, on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the

applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark

Replacement Date with respect to Term SOFR has not occurred, then, so long as such day is otherwise a

U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR

Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding

U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by

the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities

Business Day is not more than five U.S. Government Securities Business Days prior to such Term SOFR

Determination Day.

“Total Capitalization” means, at any date, the sum of the Consolidated Net Debt and the

Consolidated Stockholders’ Equity as of such date.

“Total LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount

of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements

that have not yet been reimbursed by or on behalf of the Borrower at such time.

“Total Revolving Credit Exposure” means, at any time, the sum of (a) the aggregate

outstanding principal amount of all Revolving Loans at such time, plus (b) the Total LC Exposure at such

time plus (c) the aggregate outstanding principal amount of all Swingline Loans at such time.

“Transactions” means the execution, delivery and performance by each Loan Party of this

Agreement and the other Loan Documents to which such Loan Party is intended to be a party, the

borrowing of Loans and the issuance of Letters of Credit hereunder.

“Type” refers, when used in reference to any Loan or Borrowing, to whether the rate of

interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term

SOFR (other than solely as a result of clause (c) of the definition of Alternate Base Rate), the Alternate

Base Rate or Daily Simple SOFR.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from

time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

credit institutions and investment firms, and certain Affiliates of such credit institutions or investment

firms.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement

excluding the related Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday,

(b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for purposes

of trading in United States government securities.

“U.S. Person” means (a) for purposes of Sections 3.13 and 6.06 hereof, any United States

citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction

within the United States, including any foreign branch of any such entity, or any person in the United

States and (b) for all other purposes, a “United States person” within the meaning of Section 7701(a)(30)

of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in

Section 2.16(f)(ii)(D)(2).

“USA Patriot Act” has the meaning assigned to such term in Section 9.16.

“wholly owned” means, when used in reference to any subsidiary of any Person, that all

of the Equity Interests in such Subsidiary are directly or indirectly (through one or more other wholly

owned subsidiaries of such Person) owned by such Person, excluding directors’ qualifying shares and

other nominal amounts of Equity Interests that are required to be held by other Persons under applicable

law.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete

or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of

Title IV of ERISA.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time

under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion

powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify

or change the form of a liability of any UK Financial Institution or any contract or instrument under

which that liability arises, to convert all or part of that liability into shares, securities or obligations of

such Person or any other Person, to provide that any such contract or instrument is to have effect as if a

right had been exercised under it or to suspend any obligation in respect of that liability or any of the

powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02.Classification of Loans and Borrowings. For purposes of this

Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g.,

a “Term SOFR Loan”) or by Class and Type (e.g., a “Term SOFR Revolving Loan”). Borrowings also

may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term

SOFR Borrowing”) or by Class and Type (e.g., a “Term SOFR Revolving Borrowing”).

SECTION 1.03.Terms Generally. The definitions of terms herein shall apply equally

to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun

shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”

and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall

be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property”

shall be construed to have the same meaning and effect and to refer to any and all real and personal,

tangible and intangible assets and properties, including intellectual property, cash, securities, accounts and

contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes

and other laws (including official rulings and interpretations thereunder having the force of law) of all

Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise,

(a) any definition of or reference to any agreement (including this Agreement and the other Loan

Documents), instrument or other document herein shall be construed as referring to such agreement,

instrument or other document as from time to time amended, supplemented or otherwise modified

(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any

reference herein to any Person shall be construed to include such Person’s successors and assigns (subject

to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any

other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words

“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this

Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles,

Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and

Schedules to, this Agreement, (e) with respect to the determination of any period of time, the word “from”

means “from and including” and the word “to” means “to but excluding” and (f) any definition of or

reference to any statute, rule or regulation shall be construed as referring thereto as from time to time

amended, supplemented or otherwise modified, and all references to any statute shall be construed as

referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder

having the force of law.

SECTION 1.04.Accounting Terms; GAAP. Except as otherwise expressly provided

herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in

effect from time to time; provided that if the Borrower notifies the Administrative Agent that the

Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring

after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the

Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any

provision hereof for such purpose), regardless of whether any such notice is given before or after such

change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of

GAAP as in effect and applied immediately before such change shall have become effective until such

notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding

anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or

financial nature used herein shall be construed (other than for purposes of Sections 3.04, 5.01(a) and

5.01(b)), and all computations of amounts and ratios referred to herein shall be made, without giving

effect to (a) any election under Financial Accounting Standards Board Accounting Standards Codification

825 (or any other Accounting Standards Codification having a similar result or effect) (and related

interpretations) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined

therein, (b) any treatment of Indebtedness in respect of convertible debt instruments under Financial

Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting

Standards Codification having a similar result or effect) (and related interpretations) to value any such

Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all

times be valued at the full stated principal amount thereof, or (c) any valuation of Indebtedness below its

full stated principal amount as a result of application of Financial Accounting Standards Board

Accounting Standards Update No. 2015-03, it being agreed that Indebtedness shall at all times be valued

at the full stated principal amount thereof.

SECTION 1.05.Interest Rates; Benchmark Notification. The interest rate on a Loan

may be derived from an interest rate benchmark that may be discontinued or is, or may in the future

become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event,

Section 2.13(b)(i) provides a mechanism for determining an alternative rate of interest. The

Administrative Agent does not warrant or accept any responsibility for, and shall not have any Liability,

on any theory of liability, with respect to, the administration, submission, performance or any other matter

related to any interest rate used in this Agreement, or with respect to any alternative or successor rate

thereto, or replacement rate thereof, including whether the composition or characteristics of any such

alternative, successor or replacement reference rate will be similar to, or produce the same value or

economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as

did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and

its Affiliates and/or other related Persons may engage in transactions that affect the calculation of any

interest rate used in this Agreement or any alternative, successor or replacement rate (including any

Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to

the Borrower. The Administrative Agent may select information sources or services in its reasonable

discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates

referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have

no Liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or

indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort,

contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or

component thereof) provided by any such information source or service.

SECTION 1.06.Divisions. For all purposes under this Agreement and the other Loan

Documents, in connection with any division or plan of division under Delaware law (or any comparable

event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person

becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been

transferred from the original Person to the subsequent Person, and (b) if any new Person comes into

existence, such new Person shall be deemed to have been organized on the first date of its existence by

the holders of its Equity Interests at such time.

ARTICLE II

The Credits

SECTION 2.01.Commitments. Subject to the terms and conditions set forth herein,

each Lender agrees to make loans denominated in dollars to the Borrower (each such loan, a “Revolving

Loan”) from time to time during the Availability Period in an aggregate principal amount that will not

result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in

(a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the Total

Revolving Credit Exposure exceeding the Aggregate Commitments. Within the foregoing limits and

subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow

Revolving Loans.

SECTION 2.02.Loans and Borrowings. (a) Each Revolving Loan shall be made as

part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their

respective Commitments. Each Swingline Loan shall be made in accordance with the procedures set forth

in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve

any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several

and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)Subject to Section 2.13, each Revolving Borrowing shall be comprised entirely

of ABR Loans or Term SOFR Loans or, if applicable pursuant to Section 2.13, Daily Simple SOFR

Loans, in each case, as the Borrower may request in accordance herewith. Each Swingline Loan shall

bear interest as provided in Section 2.12. Each Lender at its option may make any Term SOFR Loan by

causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any

exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance

with the terms of this Agreement.

(c)At the commencement of each Interest Period for any Term SOFR Revolving

Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and

not less than $5,000,000; provided that (i) a Term SOFR Revolving Borrowing that results from a

continuation of an outstanding Term SOFR Revolving Borrowing may be in an aggregate amount that is

equal to such outstanding Borrowing and (ii) a Term SOFR Revolving Borrowing may be in an aggregate

amount that is equal to the entire unused balance of the Aggregate Commitments. At the time that each

ABR Revolving Borrowing or, if applicable pursuant to Section 2.13, Daily Simple SOFR Revolving

Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of

$1,000,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing or Daily Simple

SOFR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of

the Aggregate Commitments or that is required to finance the reimbursement of an LC Disbursement as

contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount that is an integral multiple

of $1,000,000 and not less than $1,000,000, provided that a Swingline Loan may be in an amount that is

required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

Borrowings of more than one Type and Class may be outstanding at the same time; provided that there

shall not at any time be more than a total of 15 Term SOFR Revolving Borrowings and Daily Simple

SOFR Revolving Borrowings outstanding.

(d)Notwithstanding any other provision of this Agreement, the Borrower shall not

be entitled to request, or to elect to convert to or continue, any Term SOFR Borrowing if the Interest

Period requested with respect thereto would end after the Maturity Date.

(e)Prior to a Benchmark Transition Event and its related Benchmark Replacement

Date with respect to Term SOFR, (i) the Borrower may not request, and the Lenders shall not be required

to make, any Daily Simple SOFR Revolving Borrowing pursuant to Section 2.03 or 2.07 and (ii) Daily

Simple SOFR shall apply to Revolving Borrowings only to the extent provided in Section 2.13; for the

avoidance of doubt, nothing in this Section 2.02(e) shall restrict the Borrower from requesting Daily

Simple SOFR Swingline Loans as set forth in Section 2.04.

SECTION 2.03.Requests for Revolving Borrowings. To request a Revolving

Borrowing, the Borrower shall submit a Borrowing Request, signed by a Responsible Officer of the

Borrower (provided that if such Borrowing Request is submitted through an Approved Borrower Portal,

the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent), to

the Administrative Agent (a) in the case of a Term SOFR Revolving Borrowing, not later than 1:00 p.m.,

New York City time, three U.S. Government Securities Business Days before the date of the proposed

Borrowing, (b) in the case of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City

time, on the date of the proposed Borrowing or (c) if applicable pursuant to Section 2.13, in the case of a

Daily Simple SOFR Revolving Borrowing, not later than 1:00 p.m., New York City time, five U.S.

Government Securities Business Days before the date of the proposed Borrowing. Each such Borrowing

Request shall be irrevocable (provided that any such Borrowing Request may be conditioned on the

consummation of a contemplated transaction specified therein, in which case such Borrowing Request

may be revoked by the Borrower (by notice to the Administrative Agent prior to the time that the

Revolving Loans are made by the Lenders) if such condition is not satisfied) and shall specify the

following information in compliance with Section 2.02:

(i)the aggregate principal amount of the requested Borrowing;

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

(iii)the Type of such Borrowing;

(iv)in the case of a Term SOFR Revolving Borrowing, the initial Interest

Period to be applicable thereto, which shall be a period contemplated by the definition of the term

“Interest Period”; and

(v)the location and number of the Borrower’s account to which funds are to

be disbursed, which shall comply with the requirements of Section 2.06, or, in the case of an

ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as

provided in Section 2.05(e), the identity of the Issuing Bank that has made such LC

Disbursement.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving

Borrowing shall be an ABR Revolving Borrowing. If no Interest Period is specified with respect to any

requested Term SOFR Revolving Borrowing, then the Borrower shall be deemed to have selected an

Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in

accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and

of the amount of such Lender’s Revolving Loan to be made as part of the requested Revolving

Borrowing.

SECTION 2.04.Swingline Loans. (a) Subject to the terms and conditions set forth

herein, the Swingline Lender agrees to make loans denominated in dollars to the Borrower (each such

loan, a “Swingline Loan”) from time to time during the Availability Period, in an aggregate principal

amount at any time outstanding that will not result (after giving effect to any application of proceeds of

such Swingline Loan pursuant to Section 2.10) in (i) the aggregate principal amount of outstanding

Swingline Loans exceeding $300,000,000, (ii) the Total Revolving Credit Exposure exceeding the

Aggregate Commitments or (iii) the Revolving Credit Exposure of any Lender exceeding its

Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to

refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and

conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)To request a Swingline Loan, the Borrower shall submit a Borrowing Request,

signed by a Responsible Officer of the Borrower (provided that, if such Borrowing Request is submitted

through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole

discretion of the Administrative Agent), to the Administrative Agent not later than 2:00 p.m., New York

City time, on the day of the proposed Swingline Loan. Each such Borrowing Request shall be irrevocable

and shall specify (i) the date of the requested Swingline Loan (which shall be a Business Day), (ii) the

principal amount of the requested Swingline Loan, (iii) whether the requested Swingline Loan is to be an

ABR Loan or a Daily Simple SOFR Loan and (iv) in the case of a Swingline Loan requested to finance

the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank

that has made such LC Disbursement. If no election as to the Type of any requested Swingline Loan is

specified, then the requested Swingline Loan shall be an ABR Loan. The Administrative Agent will

promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline

Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general

deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to

finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the

applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline

Loan.

(c)The Swingline Lender may, by written notice given to the Administrative Agent

not later than 12:00 p.m., New York City time, on any Business Day, require the Lenders to acquire

participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice

shall specify the aggregate amount of Swingline Loans in which the Lenders will be required to

participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to

each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or

Loans. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice

as provided above (and in any event, if such notice is received by 12:00 p.m., New York City time, on a

Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after

12:00 p.m., New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on

the immediately succeeding Business Day), to the Administrative Agent, for the account of the Swingline

Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender

acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this

paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,

including the occurrence and continuance of a Default or reduction or termination of the Commitments,

and that each such payment shall be made without any offset, abatement, withholding or reduction

whatsoever. Each Lender further acknowledges and agrees that, in making any Swingline Loan, the

Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the

representation and warranty of the Borrower deemed made pursuant to Section 4.02. Each Lender shall

comply with its obligation under this paragraph by wire transfer of immediately available funds, in the

same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06

shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and

the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it

from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any

Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline

Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received

by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a

Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein

shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative

Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their

payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided

that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent,

as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.

The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the

Borrower of any default in the payment thereof.

SECTION 2.05.Letters of Credit. (a) General. Subject to the terms and conditions

set forth herein, the Borrower may request that any Issuing Bank issue Letters of Credit for the account of

the Borrower or, so long as the Borrower is a joint and several co-applicant with respect thereto, the

account of any Subsidiary (provided that (x) if requested by such Issuing Bank, such Subsidiary shall

have delivered to such Issuing Bank all documentation and other information that may be required by

such Issuing Bank in order to enable compliance with applicable “know your customer” and anti-money

laundering rules and regulations, including information required by the USA Patriot Act and the

Beneficial Ownership Regulation and (y) if such Subsidiary is not a Domestic Subsidiary, the jurisdiction

of organization thereof shall be reasonably satisfactory to the applicable Issuing Bank), denominated in

dollars and in a form reasonably acceptable to the applicable Issuing Bank, or amend or extend

outstanding Letters of Credit, in each case, at any time and from time to time during the Availability

Period, in support of obligations of the Borrower or any of its Subsidiaries; provided that no Issuing Bank

shall be under any obligation to issue a Letter of Credit that would result in more than a total of 20 Letters

of Credit outstanding. In the event of any conflict between the terms and conditions of this Agreement

and the terms and conditions of any form of letter of credit application or other agreement submitted by

the Borrower or any Subsidiary to, or entered into by the Borrower or any Subsidiary with, the applicable

Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

Notwithstanding anything herein to the contrary, the Borrower shall not request, and no Issuing Bank

shall have any obligation to issue, any Letter of Credit the proceeds of which would be made available to

any Person (i) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned

Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this

Agreement. No Issuing Bank shall be required to issue commercial Letters of Credit if such Letters of

Credit are not of the type approved for issuance by such Issuing Bank consistent with its internal policies

(and, in any event, Barclays Bank PLC shall not be required to issue commercial Letters of Credit). An

Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if any order,

judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or

restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or any law, rule or

regulation of any Governmental Authority applicable to such Issuing Bank or any request, rule, guideline

or directive from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or

request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of

Credit in particular. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement

(including paragraphs (d) and (e) of this Section), to be a Letter of Credit issued hereunder and the

Borrower shall be deemed to be the applicant and account party for each Existing Letter of Credit.

(b)Notice of Issuance, Amendment, Extension; Certain Conditions. To request the

issuance of a Letter of Credit by any Issuing Bank (or the amendment or extension (other than an

automatic extension permitted pursuant to paragraph (c) of this Section) of an outstanding Letter of Credit

issued by any Issuing Bank), the Borrower shall submit (or transmit by electronic communication,

including an Approved Borrower Portal, if arrangements for doing so have been approved by the

recipient) to such Issuing Bank and the Administrative Agent (reasonably in advance of the requested

date of issuance, amendment or extension, but in no event less than three Business Days prior thereto (or

such shorter period as shall be acceptable to such Issuing Bank)) a notice requesting the issuance of a

Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the

requested date of issuance, amendment or extension (which shall be a Business Day), the date on which

such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of

such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall

be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If

requested by the applicable Issuing Bank, the Borrower shall enter into a continuing agreement (or other

letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit

application, in each case, on such Issuing Bank’s standard form signed by the Borrower and, if applicable,

the relevant Subsidiary in connection with any such request. A Letter of Credit shall be issued, amended

or extended by the applicable Issuing Bank only if (and upon issuance, amendment or extension of each

Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such

issuance, amendment or extension, (i) the Total Revolving Credit Exposure shall not exceed the

Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed its

Commitment, (iii) the portion of the Total LC Exposure attributable to Letters of Credit issued by such

Issuing Bank will not, unless such Issuing Bank shall so agree in writing, exceed its LC Commitment, (iv)

the Total LC Exposure will not exceed $3,000,000,000 and (v) in the event the Maturity Date shall have

been extended as provided in Section 2.20, the Total LC Exposure attributable to Letters of Credit

expiring after any Existing Maturity Date shall not exceed the Aggregate Commitments that shall have

been extended to a date after the latest expiration date of such Letters of Credit.

(c)Expiration Date. Each Letter of Credit shall expire at or prior to the close of

business on the earlier of (i) unless a later date is otherwise agreed to in writing by the applicable Issuing

Bank and the Administrative Agent, the date that is one year after the date of the issuance of such Letter

of Credit (or, in the case of any extension thereof, one year after the then-current expiration date) and (ii)

three Business Days prior to the Maturity Date; provided that any Letter of Credit may provide for the

automatic extension thereof for additional periods which shall not extend beyond three Business Days

prior to the Maturity Date.

(d)Participations. By the issuance of a Letter of Credit (or a designation as an

Existing Letter of Credit pursuant to clause (b) of the definition of such term or an amendment to a Letter

of Credit increasing the amount or extending the term thereof) and without any further action on the part

of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each

Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such

Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of

Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and

unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such

Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed

by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement

payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees

that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is

absolute and unconditional and shall not be affected by any circumstance whatsoever, including any

amendment or extension of any Letter of Credit, the occurrence and continuance of a Default, any

reduction or termination of the Commitments or any force majeure or other event that under any rule of

law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of the ISP or any

successor publication of the International Chamber of Commerce) permits a drawing to be made under

such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall

be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further

acknowledges and agrees that, in issuing, amending or extending any Letter of Credit, the relevant Issuing

Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation of and

warranty of the Borrower deemed made pursuant to Section 4.02.

(e)Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect

of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the

Administrative Agent an amount equal to such LC Disbursement not later than 5:00 p.m., New York City

time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such

LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been

received by the Borrower prior to such time on such date, then not later than 5:00 p.m., New York City

time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to

10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the

day that the Borrower receives such notice, if such notice is not received prior to such time on the day of

receipt; provided that the Borrower may, at its election and subject to the conditions to borrowing set

forth herein, request in accordance with Sections 2.03 or 2.04, as applicable, that such payment be

financed with an ABR Revolving Borrowing (if such LC Disbursement is not less than $1,000,000) or a

Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make

such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline

Loan. If the Borrower fails to make such payment when due, the applicable Issuing Bank shall promptly

notify the Administrative Agent thereof, and the Administrative Agent shall notify each Lender of the

applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such

Lender’s Applicable Percentage thereof. Promptly following receipt of such notice (and in any event, if

such notice is received by 12:00 p.m., New York City time, on a Business Day, no later than 2:00 p.m.,

New York City time on such Business Day and if received after 12:00 p.m., New York City time, on a

Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business

Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then

due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by

such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders

pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing

Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative

Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall

distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments

pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as

their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any

Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline

Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its

obligation to reimburse such LC Disbursement.

(f)Obligations Absolute. The Borrower’s obligation to reimburse LC

Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and

all circumstances whatsoever, and irrespective of (i) any lack of validity or enforceability of any Letter of

Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented

under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein

being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit

against presentation of a draft or other document that does not comply with the terms of such Letter of

Credit, (iv) any force majeure or other event that under any rule of law or uniform practices to which any

Letter of Credit is subject (including Section 3.14 of the ISP or any successor publication of the

International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the

stated expiration date thereof or of the Commitments or (v) any other event or circumstance whatsoever,

whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute

a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations

hereunder. None of the Administrative Agent, the Lenders, any Issuing Bank or any of their Related

Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer

of any Letter of Credit, any payment or failure to make any payment thereunder (irrespective of any of the

circumstances referred to in the preceding sentence), any error, omission, interruption, loss or delay in

transmission or delivery of any draft, document, notice or other communication under or relating to any

Letter of Credit (including any document required to make a drawing thereunder), any error in

interpretation of technical terms, any error in translation or any consequence arising from causes beyond

the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing

Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect,

consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the

extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s

failure to exercise care when determining whether drafts and other documents presented under a Letter of

Credit comply with the terms thereof. The parties hereto expressly agree that the applicable Issuing Bank

shall be deemed to have exercised care in each such determination unless a court of competent

jurisdiction shall have determined by a final, non-appealable judgment that such Issuing Bank was grossly

negligent or acted with willful misconduct in connection with such determination. In furtherance of the

foregoing and without limiting the generality thereof, the parties agree that, with respect to documents

presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit,

each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents

without responsibility for further investigation, regardless of any notice or information to the contrary, or

refuse to accept and make payment upon such documents if such documents are not in strict compliance

with the terms of such Letter of Credit.

(g)Disbursement Procedures. The Issuing Bank that is the issuer of such Letter of

Credit shall, within the time allowed by applicable law or the specific terms of the applicable Letter of

Credit following its receipt thereof, examine all documents purporting to represent a demand for payment

under a Letter of Credit and, promptly after such examination, shall notify the Administrative Agent and

the Borrower by telephone or email (and, in the case of telephonic notice, promptly confirmed by email)

of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement

thereunder; provided that such notice need not be given prior to payment by such Issuing Bank and any

failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse

such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h)Interim Interest. If an Issuing Bank shall make any LC Disbursement, then,

unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is

made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC

Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement in

full, at the rate per annum then applicable to ABR Revolving Loans; provided that (i) if the Borrower

makes such reimbursement on the date such LC Disbursement is made, interest shall accrue for such day

if such reimbursement is made after 2:00 p.m., New York City time, on such day and (ii) if the Borrower

fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section

2.12(e) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent,

for the account of the applicable Issuing Bank, except that interest accrued on and after the date of

payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be

for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no

demand has been made, on the date on which the Borrower reimburses the applicable LC Disbursement in

full.

(i)Termination of an Issuing Bank. Any Issuing Bank may be terminated at any

time upon not less than 10 Business Days’ prior written notice by the Borrower to the Administrative

Agent and such Issuing Bank. The Administrative Agent shall notify the Lenders of any such termination

of an Issuing Bank. After the termination of an Issuing Bank hereunder, such Issuing Bank shall remain a

party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this

Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such

termination, but shall not be required to amend or extend any such Letter of Credit or to issue additional

Letters of Credit.

(j)Designation of Additional Issuing Banks. The Borrower may, at any time and

from time to time, with the consent of the Administrative Agent (which consent shall not be unreasonably

withheld or delayed), designate as additional Issuing Banks one or more Lenders that agree to serve in

such capacity as provided below. The acceptance by a Lender of an appointment as an Issuing Bank

hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably

satisfactory to the Administrative Agent, executed by the Borrower, the Administrative Agent and such

designated Lender and, from and after the effective date of such agreement, (i) such Lender shall have all

the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term

“Issuing Bank” shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit

hereunder.

(k)Cash Collateralization. If any Event of Default shall occur and be continuing, on

the Business Day that the Borrower receives notice from the Administrative Agent or the Required

Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in

an account maintained with the Administrative Agent, in the name of the Administrative Agent and for

the benefit of the Issuing Banks and the Lenders, an amount in cash equal to the Total LC Exposure as of

such date plus any accrued and unpaid fees and interest thereon; provided that the obligation to deposit

such cash collateral shall become effective immediately, and such deposit shall become immediately due

and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default

with respect to the Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit

cash collateral in accordance with this paragraph as and to the extent required by Sections 2.10(c) and

2.19. Each such deposit shall be held by the Administrative Agent as collateral for the payment and

performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall

have exclusive dominion and control, including the exclusive right of withdrawal, over such account.

Other than any interest earned on the investment of such deposits (in the event any such investment is

made pursuant to the following sentence), such deposits shall not bear interest. The Administrative Agent

shall not be required to invest any such deposits; provided that if the Administrative Agent elects to invest

any such deposits, the Administrative Agent shall invest such deposits in one or more types of Cash

Equivalents, and such investments shall be at the Borrower’s risk and expense. Interest or profits, if any,

on such investments shall accumulate in such account. Moneys in such account shall, notwithstanding

anything to the contrary in Section 2.17(b), be applied by the Administrative Agent to reimburse the

applicable Issuing Bank for LC Disbursements for which it has not been reimbursed, together with such

Issuing Bank’s customary fees, costs and processing charges, and, to the extent not so applied, shall be

held for the satisfaction of the reimbursement obligations of the Borrower for the Total LC Exposure at

such time or, if the maturity of the Loans has been accelerated (but subject to in the case of any such

application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the

remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders) the

consent of each Issuing Bank), be applied to satisfy other obligations of the Borrower under this

Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of

the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be

returned to the Borrower within three Business Days after all Events of Default have been cured or

waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section

2.10(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the

extent that, after giving effect to such return, the Total Revolving Credit Exposure would not exceed the

Aggregate Commitments and no Event of Default shall have occurred and be continuing. If the Borrower

is required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to

the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the

extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any

outstanding Letter of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders

and/or the remaining cash collateral and no Event of Default shall have occurred and be continuing.

(l)Issuing Bank Reports to the Administrative Agent. Each Issuing Bank shall, in

addition to its notification obligations set forth elsewhere in this Section, report in writing to the

Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by

the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all

issuances, extensions and amendments, all expirations and cancelations and all disbursements and

reimbursements and (ii) such other information as the Administrative Agent shall reasonably request as to

the Letters of Credit issued by such Issuing Bank.

(m)Letter of Credit Amounts.

(i)For all purposes of this Agreement, the amount of a Letter of Credit that,

by its terms or the terms of any document related thereto, provides for one or more automatic

increases in the stated amount thereof shall be deemed to be the maximum stated amount of such

Letter of Credit after giving effect to all such increases (other than any such increase consisting of

the reinstatement of an amount previously drawn thereunder and reimbursed), whether or not

such maximum stated amount is in effect at the time of determination.

(ii)For all purposes of this Agreement, if on any date of determination a

Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason

of the operation of Article 29(a) of the UCP, Rule 3.13 or Rule 3.14 of the ISP or similar terms of

the Letter of Credit itself, or if compliant documents have been presented but not yet honored,

such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so

remaining available to be paid, and the obligations of the Borrower and each Lender hereunder

shall remain in full force and effect until the Issuing Banks and the Lenders shall have no further

obligations to make any payments or disbursements under any circumstances with respect to any

Letter of Credit.

(n)Letters of Credit Issued for Account of Others. Notwithstanding that a Letter of

Credit (including any Existing Letter of Credit) issued or outstanding hereunder supports any obligations

of, or is for the account of, any Subsidiary, or states that any Subsidiary is the “account party”,

“applicant”, “customer”, “instructing party” or the like of or for such Letter of Credit, and without

derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity

or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse,

indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to

reimburse any and all LC Disbursements thereunder, the payment of interest thereon and the payment of

fees due under Section 2.11(b)) as if such Letter of Credit had been issued solely for the account of the

Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a

guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit.

The Borrower hereby acknowledges that the issuance of Letters of Credit for its Subsidiaries inures to the

benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses

of its Subsidiaries.

SECTION 2.06.Funding of Borrowings. (a) Each Lender shall make each Loan to

be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by

3:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it

for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in

Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly

remitting the amounts so received, in like funds, to an account of the Borrower designated by the

Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the

reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the

Administrative Agent to the applicable Issuing Bank.

(b)Unless the Administrative Agent shall have received notice from a Lender prior

to the proposed date of any Borrowing that such Lender will not make available to the Administrative

Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender

has made such share available on such date in accordance with paragraph (a) of this Section and may, in

reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if

a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,

then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith

on demand such corresponding amount with interest thereon, for each day from and including the date

such amount is made available to the Borrower to but excluding the date of payment to the Administrative

Agent, at (i) in the case of payment to be made by such Lender, the greater of the NYFRB Rate and a rate

determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation or (ii) in the case of payment to be made by the Borrower, the interest rate applicable to the

Loans comprising such Borrowing. If the Borrower and such Lender shall both pay such interest to the

Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly

remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender

pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan

included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the

Borrower may have against a Lender that shall have failed to make such payment to the Administrative

Agent.

SECTION 2.07.Interest Elections. (a) Each Revolving Borrowing initially shall be

of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Revolving

Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as otherwise

provided in Section 2.03. Thereafter, the Borrower may, at any time and from time to time, elect to

convert such Revolving Borrowing to a different Type or to continue such Revolving Borrowing and, in

the case of a Term SOFR Revolving Borrowing, may elect Interest Periods therefor, all as provided in this

Section. The Borrower may elect different options with respect to different portions of the affected

Revolving Borrowing, in which case each such portion shall be allocated ratably among the Lenders

holding the Loans comprising such Revolving Borrowing, and the Loans comprising each such portion

shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which

may not be converted or continued.

(b)To make an election pursuant to this Section, the Borrower shall submit an

Interest Election Request, signed by a Responsible Officer of the Borrower (provided that, if such Interest

Election Request is submitted through an Approved Borrower Portal, the foregoing signature requirement

may be waived at the sole discretion of the Administrative Agent), to the Administrative Agent by the

time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a

Revolving Borrowing of the Type resulting from such election to be made on the effective date of such

election. Each Interest Election Request shall be irrevocable (subject to the provisions of Section 2.13)

and shall specify the following information in compliance with Section 2.02:

(i)the Revolving Borrowing to which such Interest Election Request applies

and, if different options are being elected with respect to different portions thereof, the portions

thereof to be allocated to each resulting Revolving Borrowing (in which case the information to

be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting

Revolving Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election

Request, which shall be a Business Day;

(iii)whether the resulting Revolving Borrowing is to be an ABR Borrowing,

a Term SOFR Borrowing or, if applicable pursuant to Section 2.13, a Daily Simple SOFR

Borrowing; and

(iv)if the resulting Revolving Borrowing is a Term SOFR Borrowing, the

Interest Period to be applicable thereto after giving effect to such election, which shall be a period

contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term SOFR Revolving Borrowing but does not specify

an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s

duration.

(c)Promptly following receipt of an Interest Election Request in accordance with

this Section, the Administrative Agent shall advise each Lender of the details thereof and of such

Lender’s portion of each resulting Borrowing.

(d)If the Borrower fails to deliver a timely Interest Election Request with respect to

a Term SOFR Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless

such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be

converted to an ABR Revolving Borrowing. Notwithstanding any contrary provision hereof, if an Event

of Default under clause (h) or (i) of Article VII has occurred and is continuing with respect to the

Borrower, or if any other Event of Default has occurred and is continuing and the Administrative Agent,

at the request of the Required Lenders, notifies the Borrower of the election to give effect to this sentence

on account of such other Event of Default, then, in each such case, so long as such Event of Default is

continuing, (i) no outstanding Revolving Borrowing may be converted to or continued as a Term SOFR

Revolving Borrowing and (ii) unless repaid, each Term SOFR Revolving Borrowing shall be converted to

an ABR Revolving Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08.Termination and Reduction of Commitments. (a) Unless previously

terminated pursuant to the terms of this Agreement, the Commitments shall terminate on the Maturity

Date (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.20).

(b)The Borrower may at any time terminate, or from time to time reduce, the

Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an

integral multiple of $10,000,000 and not less than $50,000,000 (in each case, unless equal to the entire

remaining amount of the Commitments) and (ii) the Borrower shall not terminate or reduce the

Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with

Section 2.10, the Total Revolving Credit Exposure would exceed the Aggregate Commitments.

(c)The Borrower shall notify the Administrative Agent in writing of any election to

terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day (or

such shorter period as shall be acceptable to the Administrative Agent) prior to the effective date of such

termination or reduction, specifying such election and the effective date thereof. Promptly following

receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that any

such notice of termination or reduction of the Commitments may state that such notice is conditioned

upon the occurrence of one or more events specified therein, in which case such notice may be revoked,

or the effective date of such termination or reduction may be extended, by the Borrower (by notice to the

Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any

termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments

shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.09.Repayment of Loans; Evidence of Debt. (a) The Borrower hereby

unconditionally promises to pay, without premium or penalty (but subject to Section 2.15), (i) to the

Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving

Loan of such Lender on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal

amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline

Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such

Swingline Loan is made; provided that on each date that a Borrowing of Revolving Loans is made, the

Borrower shall repay all Swingline Loans then outstanding.

(b)Each Lender shall maintain in accordance with its usual practice an account or

accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by

such Lender, including the amounts of principal and interest payable and paid to such Lender from time to

time hereunder.

(c)The Administrative Agent shall maintain accounts in which it shall record (i) the

amount of each Loan made hereunder, the Class and Type thereof and, in the case of Term SOFR Loans,

the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to

become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum

received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share

thereof.

(d)The entries made in the accounts maintained pursuant to paragraph (b) or (c) of

this Section shall be prima facie evidence of the existence and amounts of the obligations recorded

therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or

any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in

accordance with the terms of this Agreement.

(e)Any Lender may request that Loans made by it be evidenced by a promissory

note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note

payable to such Lender substantially in the form of Exhibit B. Thereafter, the Loans evidenced by such

promissory note and interest thereon shall at all times (including after assignment pursuant to Section

9.04) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.10.Prepayment of Loans. (a) The Borrower shall have the right at any

time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but

subject to Section 2.15), subject to prior notice in accordance with paragraph (b) of this Section.

(b)The Borrower shall notify the Administrative Agent (and, in the case of

prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment hereunder (i) in the

case of prepayment of a Term SOFR Revolving Borrowing, not later than 1:00 p.m., New York City time,

one Business Day before the date of prepayment (or such shorter period as shall be acceptable to the

Administrative Agent), (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than

1:00 p.m., New York City time, on the same Business Day as the date of prepayment (or such later time

as shall be acceptable to the Administrative Agent), (iii) in the case of prepayment of a Daily Simple

SOFR Revolving Borrowing, not later than 11:00 a.m., New York City time, five Business Days before

the date of prepayment (or such shorter period as shall be acceptable to the Administrative Agent) or (iv)

in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the same

Business Day as the date of prepayment (or such later time as shall be acceptable to the Administrative

Agent). Each such notice shall be irrevocable and shall specify the prepayment date and the principal

amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment of any

Borrowing may state that such notice is conditioned upon the occurrence of one or more events specified

therein, in which case such notice may be revoked, or the date of such prepayment may be extended, by

the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if

such condition is not satisfied. Promptly following receipt of any such notice relating to a Revolving

Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial

prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an

advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a

Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.

Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

(c)If, on any date, the Administrative Agent notifies the Borrower that the Total

Revolving Credit Exposure exceeds the Aggregate Commitments on such date, the Borrower shall, as

soon as practicable and in any event within two Business Days after receipt of such notice, prepay the

outstanding principal amount of any Loans in an aggregate amount sufficient to reduce the Total

Revolving Credit Exposure to an amount not exceeding the Aggregate Commitments on such date. If any

such excess remains after prepayment in full of the aggregate outstanding Loans, the Borrower shall

provide cash collateral in the manner set forth in Section 2.05(k) in an amount equal to 100% of such

excess.

SECTION 2.11.Fees. (a) The Borrower agrees to pay to the Administrative Agent

for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily

amount (if any) by which the Commitment of such Lender exceeds the Revolving Credit Exposure of

such Lender during the period from and including the Closing Date to but excluding the date on which

such Commitment terminates. Commitment fees accrued through and including the last day of March,

June, September and December of each year shall be payable in arrears on the fifteenth day after such last

day (or if not a Business Day, the next following Business Day), commencing on the first such date to

occur after the Closing Date; provided that accrued commitment fees shall be payable on the date on

which the Commitments terminate. All commitment fees shall be computed on the basis of a year of 360

days and shall be payable for the actual number of days elapsed (including the first day but excluding the

last day).

(b)The Borrower agrees to pay (i) to the Administrative Agent, for the account of

each Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at

the Applicable Rate used to determine the interest rate applicable to Term SOFR Revolving Loans on the

daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed

LC Disbursements) during the period from and including the Closing Date to but excluding the later of

the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to

have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee with respect to each

Letter of Credit issued by it in the amount agreed between such Issuing Bank and the Borrower prior to

the issuance of such Letter of Credit, on the daily amount of the Total LC Exposure attributable to such

Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during

the period from and including the later of the Closing Date and the date of issuance of such Letter of

Credit to but excluding the date on which there ceases to be any LC Exposure attributable to such Letter

of Credit and (iii) to each Issuing Bank, for its own account, such Issuing Bank’s standard fees with

respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings

thereunder. Participation fees and fronting fees accrued through and including the last day of March,

June, September and December of each year shall be payable in arrears on the fifteenth day after such last

day (or if not a Business Day, the next following Business Day), commencing on the first such date to

occur after the Closing Date; provided that all such fees shall be payable on the date on which the

Commitments terminate and any such fees accruing after the date on which the Commitments terminate

shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall

be payable within 30 days after demand. All participation fees and fronting fees shall be computed on the

basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first

day but excluding the last day). The amount of participation and fronting fees payable hereunder shall be

set forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in

the case of fronting fees, by the applicable Issuing Bank.

(c)The Borrower agrees to pay to the Administrative Agent, for its own account,

fees payable in the amounts and at the times separately agreed upon between the Borrower and the

Administrative Agent.

(d)All fees payable hereunder shall be paid on the dates due, in immediately

available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees

payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders

entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.12.Interest. (a) The Loans comprising each ABR Revolving Borrowing

shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)The Loans comprising each Term SOFR Revolving Borrowing shall bear interest

at Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)The Loans comprising each Daily Simple SOFR Revolving Borrowing (if such

Type of Borrowing is applicable pursuant to Section 2.13) shall bear interest at Daily Simple SOFR plus

the Applicable Rate.

(d)Each Swingline Loan shall bear interest at the rate per annum equal to (i) in the

case of any Daily Simple SOFR Swingline Loan, Daily Simple SOFR plus the Applicable Rate and (ii) in

the case of any ABR Swingline Loan, the Alternate Base Rate plus the Applicable Rate; provided that

(x) if the Swingline Lender shall have provided any notice pursuant to Section 2.04(c), then, from and

after the date of such notice (and until the Lenders shall hold no participations in any Swingline Loans),

each Swingline Loan shall bear interest at the rate per annum equal to the Alternate Base Rate plus the

Applicable Rate and (y) if a Benchmark Transition Event and its related Benchmark Replacement Date

have occurred with respect to Daily Simple SOFR (for this purpose, assuming the definition of the term

“Benchmark” included a reference to Daily Simple SOFR), then, from and after the occurrence thereof,

each Swingline Loan shall bear interest at the rate per annum equal to the Alternate Base Rate plus the

Applicable Rate.

(e)Notwithstanding the foregoing, if any principal of or interest on any Loan or any

fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,

upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,

at a rate per annum equal to (i) in the case of overdue principal of any Loan or any overdue LC

Disbursement, 2.00% per annum plus the rate otherwise applicable to such Loan or LC Disbursement as

provided in the preceding paragraphs of this Section or in Section 2.05(h) or (ii) in the case of any other

amount, 2.00% per annum plus the rate applicable to ABR Revolving Loans as provided in paragraph (a)

of this Section.

(f)Accrued interest on each Loan shall be payable in arrears (i) on each Interest

Payment Date for such Loan and (ii) upon termination of the Commitments; provided that (A) interest

accrued pursuant to paragraph (e) of this Section shall be payable on demand, (B) in the event of any

repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the

end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be

payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Term

SOFR Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such

Loan shall be payable on the effective date of such conversion.

(g)All interest hereunder shall be computed on the basis of a year of 360 days,

except that interest computed by reference to the Alternate Base Rate only at times when the Alternate

Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in

a leap year), and in each case shall be payable for the actual number of days elapsed (including the first

day but excluding the last day). The applicable Alternate Base Rate, Term SOFR or Daily Simple SOFR

shall be determined by the Administrative Agent in accordance with the terms hereof, and such

determination shall be conclusive absent manifest error.

SECTION 2.13.Alternate Rate of Interest.

(a) Subject to Section 2.13(b), if:

(i)the Administrative Agent determines (which determination shall be

conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a

Term SOFR Borrowing, that adequate and reasonable means do not exist for ascertaining Term

SOFR (including because the Term SOFR Reference Rate is not available or published on a

current basis) for the applicable Interest Period or (B) at any time, that adequate and reasonable

means do not exist for ascertaining Daily Simple SOFR; or

(ii)the Administrative Agent is advised by the Required Lenders (or, in the

case of a Swingline Loan, the Swingline Lender) (A) prior to the commencement of any Interest

Period for a Term SOFR Borrowing, that Term SOFR for the applicable Interest Period will not

adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans

included in such Borrowing for the applicable Interest Period or (B) at any time, that Daily

Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or to the Swingline

Lender, as applicable) of making or maintaining their Loans included in any Daily Simple SOFR

Borrowing;

then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as

promptly as practicable and, until (x) the Administrative Agent notifies the Borrower and the Lenders that

the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and

(y) the Borrower delivers a new Interest Election Request in accordance with Section 2.07 (solely in the

case of Revolving Loans) or a new Borrowing Request in accordance with Section 2.03 or 2.04, as

applicable, (I) any Interest Election Request that requests the conversion of any Revolving Borrowing to,

or continuation of any Revolving Borrowing as, a Term SOFR Revolving Borrowing and any Borrowing

Request that requests a Term SOFR Revolving Borrowing shall instead be deemed to be an Interest

Election Request or a Borrowing Request, as applicable, for (x) a Daily Simple SOFR Revolving

Borrowing so long as Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or

Section 2.13(a)(ii) above or (y) an ABR Revolving Borrowing if Daily Simple SOFR also is the subject of

Section 2.13(a)(i) or Section 2.13(a)(ii) above and (II) any Borrowing Request that requests a Daily

Simple SOFR Swingline Loan shall instead be deemed to be a Borrowing Request for an ABR Swingline

Loan. Furthermore, if any Term SOFR Revolving Loan or Daily Simple SOFR Swingline Loan is

outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to

in this Section 2.13(a) with respect to the Relevant Rate applicable to such Loan, then until (x) the

Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such

notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest

Election Request in accordance with Section 2.07 (solely in the case of Revolving Loans), (I) any Term

SOFR Revolving Loan shall, on the last day of the Interest Period applicable to such Loan, convert to,

and shall constitute, (x) a Daily Simple SOFR Revolving Loan so long as Daily Simple SOFR is not also

the subject of Section 2.13(a)(i) or 2.13(a)(ii) above or (y) an ABR Revolving Loan if Daily Simple

SOFR also is the subject of Section 2.13(a)(i) or 2.13(a)(ii) above and (II) any Daily Simple SOFR

Swingline Loan shall convert to, and shall constitute, an ABR Swingline Loan.

(b)(i) Notwithstanding anything to the contrary herein or in any other Loan

Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred

prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a

Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark

Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such

Benchmark (including any related adjustments) for all purposes hereunder and under the other Loan

Documents in respect of such Benchmark setting and subsequent Benchmark settings without any

amendment to, or further action or consent of any other party to, this Agreement or any other Loan

Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the

definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder

and under the other Loan Documents in respect of any Benchmark setting at or after 5:00 p.m., New York

City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to

the Lenders without any amendment to, or further action or consent of any other party to, this Agreement

or any other Loan Document so long as the Administrative Agent has not received, by such time, written

notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii)Notwithstanding anything to the contrary herein or in any other Loan

Document, the Administrative Agent will have the right, in consultation with the Borrower, to

make Benchmark Replacement Conforming Changes from time to time and, notwithstanding

anything to the contrary herein or in any other Loan Document, any amendments implementing

such Benchmark Replacement Conforming Changes will become effective without any further

action or consent of any other party to this Agreement or any other Loan Document. The

Administrative Agent agrees to provide, promptly following the effectiveness thereof, a copy of

any such amendments to the Lenders and the Borrower.

(iii)The Administrative Agent will promptly notify the Borrower and the

Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any

Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming

Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to

Section 2.13(b)(iv) and (E) the commencement or conclusion of any Benchmark Unavailability

Period. Any determination, decision or election that may be made by the Administrative Agent

or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any

determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence

of an event, circumstance or date and any decision to take or refrain from taking any action, will

be conclusive and binding absent manifest error and may be made in its or their sole discretion

and without consent from any other party to this Agreement or any other Loan Document, except,

in each case, as expressly required pursuant to this Section 2.13.

(iv)Notwithstanding anything to the contrary herein or in any other Loan

Document, at any time (including in connection with the implementation of a Benchmark

Replacement), (x) if the then-current Benchmark is a term rate (including Term SOFR) and either

(A) any tenor for such Benchmark is not displayed on a screen or other information service that

publishes such rate from time to time as selected by the Administrative Agent in its reasonable

discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided

a public statement or publication of information announcing that any tenor for such Benchmark is

or will be no longer representative, then the Administrative Agent may modify the definition of

“Interest Period” for any Benchmark settings at or after such time to remove such unavailable or

non-representative tenor and (y) if a tenor that was removed pursuant to clause (x) above either

(A) is subsequently displayed on a screen or information service for a Benchmark (including a

Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or

will no longer be representative for a Benchmark (including a Benchmark Replacement), then the

Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings

at or after such time to reinstate such previously removed tenor.

(v)Upon the Borrower’s receipt of notice of the commencement of a

Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of,

conversion to or continuation of Term SOFR Revolving Loans to be made, converted or

continued during any Benchmark Unavailability Period and, failing that, the Borrower will be

deemed to have converted any request for a Term SOFR Revolving Borrowing into a request for

a borrowing of or conversion to (A) a Daily Simple SOFR Revolving Borrowing so long as Daily

Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Revolving

Borrowing if Daily Simple SOFR is the subject of a Benchmark Transition Event. Furthermore,

if any Term SOFR Revolving Loan is outstanding on the date of the Borrower’s receipt of notice

of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate

applicable to such Term SOFR Revolving Loan, then until such time as a Benchmark

Replacement is implemented pursuant to this Section 2.13, any Term SOFR Revolving Loan

shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall

constitute, (x) a Daily Simple SOFR Revolving Loan so long as Daily Simple SOFR is not the

subject of a Benchmark Transition Event or (y) an ABR Revolving Loan if Daily Simple SOFR is

the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at

any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of

Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,

as applicable, will not be used in any determination of Alternate Base Rate.

SECTION 2.14.Increased Costs. (a) If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement against assets of, deposits with or for

the account of, or credit extended or participated in by, any Lender or any Issuing Bank;

(ii)impose on any Lender or any Issuing Bank or the applicable interbank

market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans

made by such Lender or any Letter of Credit or participation therein; or

(iii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes,

(B) Connection Income Taxes and (C) Taxes described in clauses (b) through (d) of the definition

of “Excluded Taxes”) on its loans, loan principal, letters of credit, commitments, or other

obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient

of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make

any Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of

participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate

in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such

Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise),

then, subject to paragraphs (c) and (d) of this Section, upon request of such Lender, such Issuing Bank or

such other Recipient, the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as

the case may be, additional amount or amounts as will compensate such Lender, such Issuing Bank or

such other Recipient, as the case may be, for such additional costs incurred or reduction suffered;

provided that such Lender, such Issuing Bank or such other Recipient is generally seeking, or intends

generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the

extent such Lender, such Issuing Bank or such other Recipient has the right under such similar credit

facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements.

(b)If any Lender or any Issuing Bank determines in good faith that any Change in

Law affecting such Lender or such Issuing Bank or any lending office of such Lender or such Lender’s or

such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or

would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on

the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this

Agreement, the Commitment of or the Loans made by, or participations in Letters of Credit or Swingline

Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that

which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing

Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to

capital adequacy and liquidity), then from time to time, subject to paragraphs (c) and (d) of this Section,

upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such

Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or

such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction

suffered; provided that such Lender or such Issuing Bank is generally seeking, or intends generally to

seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such

Lender or such Issuing Bank has the right under such similar credit facilities to do so) with respect to such

Change in Law regarding capital or liquidity requirements.

(c)A certificate of a Lender, an Issuing Bank or other Recipient setting forth the

amount or amounts necessary to compensate such Lender, such Issuing Bank or other Recipient or its

holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, including in

reasonable summary detail a description of the basis for such claim for compensation and a calculation of

such amount or amounts, shall be delivered to the Borrower and shall be conclusive absent manifest error.

The Borrower shall pay such Lender, such Issuing Bank or such other Recipient, as the case may be, the

amount shown as due on any such certificate within 30 days after receipt thereof.

(d)Failure or delay on the part of any Lender, any Issuing Bank or other Recipient to

demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, such Issuing

Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall

not be required to compensate a Lender, an Issuing Bank or any other Recipient pursuant to this Section

for any increased costs incurred or reductions suffered more than 180 days prior to the date that such

Lender, such Issuing Bank or such other Recipient, as the case may be, notifies the Borrower in writing of

the Change in Law giving rise to such increased costs or reductions and of such Lender’s, such Issuing

Bank’s or such other Recipient’s intention to claim compensation therefor; provided further that if the

Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period

referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15.Break Funding Payments. In the event of (a) the payment of any

principal of any Term SOFR Revolving Loan other than on the last day of an Interest Period applicable

thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Revolving

Loan other than on the last day of the Interest Period applicable thereto, (c) the failure (other than as a

result of the failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert,

continue or prepay any Term SOFR Revolving Loan on the date specified in any notice delivered

pursuant hereto (regardless of whether such notice may be revoked under Section 2.03 or 2.10(b) and is

revoked in accordance therewith), (d) the assignment of any Term SOFR Revolving Loan other than on

the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to

Section 2.18 or (e) the operation of Section 2.21(b) on any Incremental Commitment Effective Date, then,

in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (but not lost

profit) attributable to such event in accordance with the terms of this Section. A certificate of any Lender

setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section,

including in reasonable summary detail a description of the basis for such compensation and a calculation

of such amount or amounts, shall be delivered to the Borrower and shall be conclusive absent manifest

error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30

days after receipt thereof.

SECTION 2.16.Taxes. (a) Withholding of Taxes; Gross-Up. Each payment by or

on account of any obligation of any Loan Party under any Loan Document shall be made without

deduction or withholding for any Taxes, except as required by applicable law. If an applicable

Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to

deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay

the full amount of deducted or withheld Taxes to the relevant Governmental Authority in accordance with

applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall

be increased as necessary so that, net of such deduction or withholding (including such deductions or

withholdings applicable to additional amounts payable under this Section), the applicable Recipient

receives the amount it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay

to the relevant Governmental Authority in accordance with applicable law, or at the option of the

Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)Evidence of Payments. As soon as practicable after any payment of Indemnified

Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the

Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority

evidencing such payment, a copy of the return reporting such payment or other evidence of such payment

reasonably satisfactory to the Administrative Agent.

(d)Indemnification by the Loan Parties. The Loan Parties shall jointly and severally

indemnify each Recipient for the full amount of any Indemnified Taxes that are paid or payable (without

duplication) by such Recipient or required to be withheld or deducted from a payment to such Recipient

in connection with any Loan Document (including amounts paid or payable under this paragraph), 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. The indemnity

under this paragraph shall be paid within 20 days after the Recipient delivers to any Loan Party (with a

copy to the Administrative Agent) a certificate stating the amount of any Indemnified Taxes so paid or

payable by such Recipient and describing the basis for the indemnification claim, which certificate shall

be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the

Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any

Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without

limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable 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. The indemnity under this paragraph shall be paid within 10

days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of

Taxes so paid or payable by the Administrative Agent, which certificate shall be conclusive of the amount

so paid or payable 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 from any other source against any amount then due to the Administrative Agent under

this paragraph.

(f)Status of Lenders. (i) Any Lender that is entitled to an exemption from, or

reduction of, any applicable withholding Tax with respect to any payments under any Loan Document

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, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by

the Borrower or the Administrative Agent, 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 any

withholding (including backup withholding) or information reporting requirements. Notwithstanding

anything to the contrary in the preceding two sentences, the completion, execution and submission of

such documentation (other than such documentation set forth in Section 2.16(f)(ii)(A) through

2.16(f)(ii)(F) and Section 2.16(f)(iii)) shall not be required if in the Lender’s 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. Upon the reasonable request

of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously

delivered pursuant to this Section 2.16(f). If any form or certification previously delivered pursuant to

this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender,

such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or

inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence

or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii)Without limiting the generality of the foregoing, if the Borrower is a U.S.

Person, any Lender shall, if it is legally eligible to do so, deliver to the Borrower and the

Administrative Agent (in such number of copies reasonably requested by the Borrower and the

Administrative Agent) on or prior to the date on which such Lender becomes a party hereto (and

from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), duly completed and executed copies of whichever of the following is applicable:

(A)in the case of a Lender that is a U.S. Person, IRS Form W-9

certifying that such Lender is exempt from U.S. Federal backup withholding Tax;

(B)in the case of a Non-U.S. Lender claiming the benefits of an

income tax treaty to which the United States is a party (1) with respect to payments of

interest under any Loan Document, IRS Form W-8BEN or IRS Form 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 (2) with respect to any other

applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form

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;

(C)in the case of a Non-U.S. Lender for whom payments under any

Loan Document constitute income that is effectively connected with such Lender’s

conduct of a trade or business in the United States, IRS Form W-8ECI;

(D)in the case of a Non-U.S. Lender claiming the benefits of the

exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form

W-8BEN or IRS Form W-8BEN-E, as applicable, and (2) a certificate substantially in the

form of the applicable certificate provided in Exhibits C-1 through C-4 (a “U.S. Tax

Compliance Certificate”) to the effect that such Lender is not (a) a “bank” within the

meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the

Borrower within the meaning of Section 881(c)(3)(B) of the Code or (c) a “controlled

foreign corporation” described in Section 881(c)(3)(C) of the Code;

(E)in the case of a Non-U.S. Lender that is not the beneficial owner

of payments made under any Loan Document (1) an IRS Form W-8IMY on behalf of

itself and (2) the relevant forms and other documentation prescribed in clauses (A), (B),

(C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial

owner or partner of such partnership if such beneficial owner or partner were a Lender;

provided, however, that if the Lender is a partnership and one or more of its direct or

indirect partners are claiming the exemption for portfolio interest under Section 881(c) of

the Code, such Lender may provide a U.S. Tax Compliance Certificate on behalf of such

direct or indirect partners; or

(F)any other form prescribed by law as a basis for claiming

exemption from, or a reduction in, U.S. Federal withholding Tax together with such

supplementary documentation necessary to enable the Borrower or the Administrative

Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii)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 their

obligations under FATCA, to determine that such Lender has or has not complied with such

Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and

withhold from such payment. Solely for purposes of this paragraph, “FATCA” shall include any

amendments made to FATCA after the date of this Agreement.

(g)Treatment of Certain Refunds. If any party determines, in its sole discretion

exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified

pursuant to this Section 2.16 (including additional amounts paid pursuant to this Section 2.16), it shall pay

to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments

made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket

expenses (including any Taxes) of such indemnified party and without interest (other than any interest

paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party,

upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such

indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges

imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay

such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph,

in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant

to this paragraph the payment of which would place such indemnified party in a less favorable net after-

Tax position than such indemnified party would have been in if the indemnification payments or

additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed

to require any indemnified party to make available its Tax returns (or any other information relating to its

Taxes which it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 2.16 shall survive the

resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement

of, a Lender, the termination of the Commitments, the repayment, satisfaction or discharge of all

obligations under any Loan Document and the termination of this Agreement or any provision hereof.

(i)Defined Terms. For purposes of this Section 2.16, the term “Lender” includes

each Issuing Bank, and the term “applicable law” includes FATCA.

SECTION 2.17.Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a)

Except as provided in Section 2.05(e), the Borrower shall make each payment required to be made by it

hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.14, 2.15 or 2.16,

or otherwise) prior to 12:00 p.m., New York City time, on the date when due, in immediately available

funds, without any defense, set off, recoupment or counterclaim. The Borrower shall make each

reimbursement of LC Disbursements required to be made by it prior to the time for such payments set

forth in Section 2.05(e). Any amounts received after the time set forth above or in Section 2.05(e), as

applicable, on any date may, in the discretion of the Administrative Agent, be deemed to have been

received on the next succeeding Business Day for purposes of calculating interest thereon. All such

payments shall be made to the Administrative Agent to the account of the Administrative Agent set forth

in an Administrative Questionnaire provided by the Administrative Agent to the Borrower from time to

time, except that payments to be made directly to an Issuing Bank or the Swingline Lender shall be so

made and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to

the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it

for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any

payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be

extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest

thereon shall be payable for the period of such extension. All payments hereunder shall be made in

dollars.

(b)If at any time insufficient funds are received by and available to the

Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and

fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then

due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and

fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC

Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the

amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)If any Lender shall, by exercising any right of set-off or counterclaim or

otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or

participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a

greater proportion of the aggregate amount of its Revolving Loans and participations in LC

Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any

other Lender, then the Lender receiving such greater proportion shall notify the Administrative Agent and

shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC

Disbursements and Swingline Loans of the other Lenders to the extent necessary so that the benefit of all

such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of

principal of and accrued interest on their respective Revolving Loans and participations in LC

Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or

any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the

purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this

paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in

accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to

time), including any payment made by the Borrower in connection with any extension of the Maturity

Date in accordance with Section 2.20 or any Commitment Increase in accordance with Section 2.21 or

any payment made by the Borrower in accordance with Section 2.22, or any payment obtained by a

Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or

participations in LC Disbursements or Swingline Loans to any Person that is an Eligible Assignee. The

Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable

law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise

against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if

such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received notice from the Borrower

prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders

or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent

may assume that the Borrower has made such payment on such date in accordance herewith and may, in

reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the

amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders

or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent

forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for

each day from and including the date such amount is distributed to it to but excluding the date of payment

to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the

Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 2.18.Mitigation Obligations; Replacement of Lenders. (a) If any Lender

requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or

additional amounts to any Lender or to any Governmental Authority for the account of any Lender

pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending

office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations

hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such

designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to

Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any

unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The

Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection

with any such designation or assignment and delegation.

(b)If (i) any Lender requests compensation under Section 2.14, or if the Borrower is

required to pay any Indemnified Taxes or additional amount to any Lender or to any Governmental

Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has

declined or is unable to designate a different lending office, or to assign and delegate its rights and

obligations, in accordance with Section 2.18(a), (ii) any Lender becomes a Defaulting Lender, (iii) any

Lender refuses to consent to any proposed amendment, modification, waiver or consent with respect to

any provision hereof that requires the unanimous approval of all Lenders, or the approval of each of the

Lenders affected thereby (in each case in accordance with Section 9.02), and the consent of the Required

Lenders shall have been obtained with respect to such amendment, modification, waiver or consent, (iv)

any Lender is a Non-Extending Lender with respect to any request by the Borrower pursuant to Section

2.20(a) to extend the Maturity Date as to which Lenders constituting Required Lenders shall have

consented or (v) any Lender is or becomes a Specified Foreign Entity (or if the Borrower reasonably

believes that a Lender is a Specified Foreign Entity), then, in each case, the Borrower may, at its sole

expense and effort (including payment of any applicable processing and recordation fees), upon notice to

such Lender and the Administrative Agent, (A) require such Lender to assign and delegate, without

recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests,

rights (other than its existing rights to payment pursuant to Sections 2.14 and 2.16) and obligations under

this Agreement to an Eligible Assignee that shall assume such obligations (which may be another Lender,

if a Lender accepts such assignment) or (B) in the case of clause (v) above, terminate the Commitment of

such Lender and repay all of the outstanding Loans of such Lender and participations in LC

Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable

to it hereunder, without any obligation to terminate any Commitment or pay or prepay (or cause to be

paid or prepaid) any Loan or other amount of any other Lender (except pursuant to Section 2.10(c);

provided that, in the case of clause (A) above, (1) the Borrower shall have received the prior written

consent of the Administrative Agent (with respect to any assignee that is not already a Lender hereunder

or an Affiliate of a Lender), each Issuing Bank and the Swingline Lender, which consent shall not

unreasonably be withheld, conditioned or delayed, (2) such Lender shall have received payment of an

amount equal to the outstanding principal of its Loans and participations in LC Disbursements and

Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,

from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the

Borrower (in the case of all other amounts), (3) in the case of any such assignment and delegation

resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to

Section 2.16, such assignment and delegation will result in a reduction in such compensation or payments,

(4) in the case of any such assignment and delegation resulting from the failure to provide a consent as

contemplated by clause (iii) above, the assignee shall have given such consent and, as a result of such

assignment and delegation and any contemporaneous assignments, delegations and consents, the

applicable amendment, modification, waiver or consent can be effected, (5) in the case of any such

assignment and delegation resulting from the failure to provide consent to any request to extend the

Maturity Date, the assignee shall have given such consent (it being understood that thereupon the

assignee, if not already an Extending Lender, shall become an Extending Lender with respect to such

extension) and (6) such assignment and delegation does not conflict with applicable law. A Lender shall

not be required to make any such assignment and delegation, and the Borrower may not terminate the

Commitment or repay amounts owed to such Lender, in each case, if, prior thereto, as a result of a waiver

by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and

delegation or such termination or repayment, as applicable, cease to apply. Each party hereto agrees that

an assignment and delegation required pursuant to this paragraph may be effected pursuant to an

Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and

that the Lender required to make such assignment and delegation need not be a party thereto (it being

understood and agreed that such Lender shall not be deemed to make the representations and warranties in

such Assignment and Assumption if such Lender has not executed such Assignment and Assumption). In

the case of any Lender referred to in clause (v) above, if such Lender is, or an Affiliate of such Lender is,

the Administrative Agent, then, concurrently with or at any time after any such assignment and

delegation, or termination and repayment, as the case may be, with respect to such Lender, the Borrower

may give written notice to the Lenders and the Issuing Banks that the Borrower desires to remove the

Administrative Agent from its capacity as such, in which case the provisions set forth in the seventh

paragraph of Article VIII shall apply, mutatis mutandis, as if the Administrative Agent has been removed

by the Required Lenders in accordance with such paragraph.

(c)Each Lender hereby agrees that it will furnish to the Borrower, promptly

following the Borrower’s request to such Lender therefor, all documentation and other information

relating to such Lender and its Affiliates, that the Borrower reasonably requests solely for the purpose of

determining whether such Lender is or is not a Specified Foreign Entity, in each case, subject to the

provisions of Section 9.13(b); provided that, no Lender shall be required to furnish to the Borrower any

documentation or other information (i) disclosing the identity of any direct or indirect beneficial owner of

such Lender or the fact that such beneficial owner has an interest in such Lender, (ii) relating to any direct

or indirect beneficial owner, whether in written, oral or electronic form or otherwise, that such beneficial

owner has provided, or may provide in the future, to such Lender (including, but not limited to,

information related to the ownership, assets, liabilities, equity, income, finances and investments of such

beneficial owner), or (iii) that such Lender is prohibited, whether by law or contract, from disclosing

regarding any direct or indirect beneficial owner. Any Lender that shall have failed to comply with its

obligations under this Section 2.18(c) (determined without regard to the proviso to the first sentence of

this Section 2.18(c)) shall, solely for purposes of Section 2.18(b), be deemed to be a Specified Foreign

Entity.

SECTION 2.19.Defaulting Lenders. Notwithstanding any provision of any Loan

Document to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions

shall apply for so long as such Lender is a Defaulting Lender:

(a)commitment fees shall cease to accrue on the unused portion of the Commitment

of such Defaulting Lender pursuant to Section 2.11(a);

(b)any payment of principal, interest, fees or other amounts received by the

Administrative Agent for the account of such Defaulting Lender (whether voluntary or

mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting

Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by

the Administrative Agent as follows: first, to the payment of any amounts owing by such

Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata

basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline

Lender hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting

Lender in accordance with this Section 2.19; fourth, as the Borrower may request (so long as no

Default or Event of Default exists), to the funding of any Loan in respect of which such

Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so

determined by the Administrative Agent and the Borrower, to be held in a deposit account and

released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding

obligations with respect to Loans under this Agreement and (y) cash collateralize future LC

Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued

under this Agreement, in accordance with this Section 2.19; sixth, to the payment of any amounts

owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a

court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline

Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its

obligations under this Agreement or under any other Loan Document; seventh, so long as no

Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a

result of any judgment of a court of competent jurisdiction obtained by the Borrower against such

Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as

otherwise as may be required under the Loan Documents in connection with any Lien conferred

thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a

payment of the principal amount of any Loans or LC Disbursements in respect of which such

Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or

the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02

were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC

Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis

prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such

Defaulting Lender until such time as all Loans and funded and unfunded participations in the

Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline

Loans are held by the Lenders pro rata in accordance with their respective Commitments without

giving effect to clause (d) below; it being agreed that any payments, prepayments or other

amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed

by a Defaulting Lender or held in a deposit account to satisfy such Defaulting Lender’s potential

future funding obligations pursuant to this clause (b) shall be deemed paid to and redirected by

such Defaulting Lender, and each Lender irrevocably consents hereto;

(c)the Commitment and Revolving Credit Exposure of such Defaulting Lender shall

not be included in determining whether the Required Lenders or any other requisite Lenders have

taken or may take any action hereunder or under any other Loan Document (including any

consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that

any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders

affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such

Defaulting Lender in accordance with the terms hereof;

(d)if any Swingline Exposure or LC Exposure exists at the time such Lender

becomes a Defaulting Lender, then:

(i)the Swingline Exposure (other than any portion thereof with respect to

which such Defaulting Lender shall have funded its participation as contemplated by

Section 2.04(c) and, in the case of any Defaulting Lender that is the Swingline Lender,

with its Swingline Exposure being determined as if it were not the Swingline Lender) and

LC Exposure of such Defaulting Lender (other than any portion thereof attributable to

unreimbursed LC Disbursements with respect to which such Defaulting Lender shall

have funded its participation as contemplated by Sections 2.05(d) and 2.05(e)) shall be

reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the

Non-Defaulting Lenders in accordance with their respective Applicable Percentages (for

the purposes of such reallocation, such Defaulting Lender’s Commitment shall be

disregarded in determining the Non-Defaulting Lenders’ respective Applicable

Percentages), but only to the extent that (A) the sum of all Non-Defaulting Lenders’

Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure (other

than any portion thereof referred to in the parenthetical clause above) and LC Exposure

(other than any portion thereof referred to in the parenthetical clause above) does not

exceed the sum of all Non-Defaulting Lenders’ Commitments and (B) after giving effect

to any such reallocation, no Non-Defaulting Lender’s Revolving Credit Exposure shall

exceed such Non-Defaulting Lender’s Commitment;

(ii)if the reallocation described in clause (i) above cannot, or can only

partially, be effected, the Borrower shall, within three Business Days following the

Borrower’s receipt of written notice from the Administrative Agent, (A) first, prepay

such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to

in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash

collateralize in accordance with the procedures set forth in Section 2.05(k) for the benefit

of the applicable Issuing Banks only the Borrower’s obligations corresponding to such

Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the

parenthetical in such clause (i)) that has not been reallocated for so long as such LC

Exposure is outstanding;

(iii)if the Borrower cash collateralizes any portion of such Defaulting

Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to

pay any Letter of Credit participation fees to such Defaulting Lender pursuant to Section

2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the

period such portion of such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)if any portion of the LC Exposure of such Defaulting Lender is

reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to

Sections 2.11(a) and 2.11(b) shall be adjusted to give effect to such reallocation; and

(v)if all or any portion of such Defaulting Lender’s LC Exposure that is

subject to reallocation pursuant to clause (i) above is neither reallocated nor cash

collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or

remedies of any Issuing Bank or any other Lender hereunder, all Letter of Credit

participation fees that otherwise would have been payable to such Defaulting Lender

under Section 2.11(b) with respect to such Defaulting Lender’s unreallocated LC

Exposure shall be payable to the Issuing Banks, ratably based on the portion of such LC

Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the

extent that such LC Exposure is reallocated and/or cash collateralized pursuant to clause

(i) or (ii) above; and

(e)so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be

required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or

extend any Letter of Credit, in each case, unless it is satisfied that the related exposure and the

Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as applicable, will be

100% covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral will be

provided by the Borrower in accordance with Section 2.19(d), and participating interests in any

newly made Swingline Loan or any newly issued, amended or extended Letter of Credit shall be

allocated among Non-Defaulting Lenders in a manner consistent with Section 2.19(d)(i) (and

such Defaulting Lender shall not participate therein).

In the event that a Bankruptcy Event with respect to any Lender Parent shall have

occurred following the Closing Date and for so long as such Bankruptcy Event shall continue, no Issuing

Bank shall be required to issue, amend, extend or increase any Letter of Credit, and the Swingline Lender

shall not be required to fund any Swingline Loan, unless such Issuing Bank or the Swingline Lender shall

have entered into arrangements with the Borrower or the applicable Lender reasonably satisfactory to

such Issuing Bank or the Swingline Lender, as the case may be, to defease any risk to it in respect of such

Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and each

Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such

Lender to be a Defaulting Lender, then the Swingline Exposures and LC Exposures of the Lenders shall

be readjusted to reflect the inclusion of such Lender’s Commitment, and on such date such Lender shall

purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall

determine may be necessary in order for such Lender to hold Revolving Loans in accordance with its

Applicable Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be

entitled to receive any commitment fees or letter of credit fees that shall have ceased to accrue as set forth

in this Section 2.19 during the period when it was a Defaulting Lender, and all amendments, waivers or

modifications effected without its consent in accordance with the provisions of Section 9.02 and this

Section during such period shall be binding on it).

The rights and remedies against, and with respect to, a Defaulting Lender under this

Section 2.19 are in addition to, and cumulative and not in limitation of, all other rights and remedies that

the Administrative Agent and each Lender, each Issuing Bank, the Swingline Lender, the Borrower or any

other Loan Party may at any time have against, or with respect to, such Defaulting Lender.

SECTION 2.20.Extension of Maturity Date. (a) At any time after the Closing Date,

the Borrower, by written notice to the Administrative Agent, may request an extension of the Maturity

Date to the date that is one year after the then existing Maturity Date (such existing Maturity Date, the

“Existing Maturity Date”); provided that (i) not more than two such requests may be made after the

Closing Date and (ii) after giving effect to any such extension, the Maturity Date as so extended may not

be more than five years after the applicable Extension Closing Date. The Administrative Agent shall

promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not later

than 20 days after delivery of such notice by the Administrative Agent to the Lenders, notify the

Administrative Agent in writing as to whether such Lender consents to such extension. If any Lender

shall fail to notify the Administrative Agent in writing of its consent to any such request for extension of

the Maturity Date not later than 20 days after the delivery of such notice by the Administrative Agent to

the Lenders, such Lender shall be deemed to have not consented to such extension. The Administrative

Agent shall promptly notify the Borrower of the consents received with respect to the Borrower’s request

for an extension of the Maturity Date.

(b)If Lenders constituting the Required Lenders consent in writing to any such

request in accordance with Section 2.20(a), the Maturity Date shall be extended, effective on the

applicable Extension Closing Date, to the date that is one year after the Existing Maturity Date as to those

Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any Non-

Extending Lender; provided that no extension of the Maturity Date pursuant to this Section shall become

effective unless (the first date on which such consent of the Required Lenders is obtained and the

conditions specified in this proviso are satisfied being referred to as the “Extension Closing Date”) the

Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the

Borrower, dated as of the Extension Closing Date, certifying that (A) as of the Extension Closing Date, no

Default has occurred and is continuing and (B) the representations and warranties of the Loan Parties set

forth in this Agreement and the other Loan Documents are true and correct in all material respects on and

as of such date, except to the extent any such representations and warranties are expressly limited to an

earlier date, in which case such representations and warranties continue to be true and correct in all

material respects as of such specified earlier date (provided that, in the case of clause (B) above, such

materiality qualifier shall not be applicable to any representations and warranties that already are qualified

or modified by materiality in the text thereof) and (ii) if requested by the Administrative Agent,

customary evidence of authority, secretary’s certificates and opinions and, if any Subsidiary shall then be

a Subsidiary Guarantor, a customary reaffirmation agreement. Promptly following the occurrence of any

Extension Closing Date, the Administrative Agent shall notify the Lenders thereof. To the extent that the

Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 2.20 and the

Commitment of such Non-Extending Lender is not assigned and delegated in accordance with Section

2.18(b) on or prior to the applicable Existing Maturity Date, (A) the Commitment of such Non-Extending

Lender shall automatically terminate in whole on such Existing Maturity Date without any further notice

or other action by the Borrower, such Lender or any other Person and (B) the principal amount of any

outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any

accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder,

shall be due and payable on such Existing Maturity Date, and on such Existing Maturity Date the

Borrower shall also make such other prepayments of the Loans pursuant to Section 2.10 as shall be

required in order that, after giving effect to the termination of the Commitments of, and all payments to,

Non-Extending Lenders pursuant to this sentence, (x) the Total Revolving Credit Exposure would not

exceed the Aggregate Commitments and (y) the Revolving Credit Exposure of any Lender shall not

exceed its Commitment; provided that such Non-Extending Lender’s rights under Sections 2.14, 2.15,

2.16 and 9.03, and its obligations under Section 9.03, shall survive such Existing Maturity Date for such

Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have

any obligation whatsoever to agree to any request made by the Borrower for any requested extension of

the Maturity Date.

(c)Notwithstanding the foregoing, the Availability Period and the Maturity Date

(without taking into consideration any extension pursuant to this Section), as such terms are used in

reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline

Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior

written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and

agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such

extension, (i) such Issuing Bank or the Swingline Lender, as applicable, shall continue to have all the

rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the

applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as

applicable), and thereafter shall have no obligation to issue, amend or extend any Letter of Credit or to

make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of

Sections 2.04, 2.05, 2.14, 2.15, 2.16 and 9.03, as applicable, as to Letters of Credit or Swingline Loans

issued or made prior to such time), and (ii) the Borrower shall cause the Total LC Exposure attributable to

Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day

on which such Total LC Exposure or Swingline Exposure, as applicable, would have been required to

have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness

of the extension of the applicable Existing Maturity Date pursuant to this Section (and, in any event, no

later than the applicable Existing Maturity Date)).

SECTION 2.21.Commitment Increases. (a) Subject to Section 4.03, the Borrower

and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date,

without the consent of any other Lender (but with the consent of the Administrative Agent (solely in the

case of any Increasing Lender that is not then a Lender or an Affiliate thereof), each Issuing Bank and the

Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned)

agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the

amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders

being collectively referred to as the “Increasing Lenders”) by executing and delivering to the

Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such

Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date.

Notwithstanding the foregoing, (A) the aggregate amount of Commitment Increases obtained after the

Closing Date shall not exceed $1,000,000,000 and (B) each Commitment Increase shall be in an integral

multiple of $5,000,000 and not less than $25,000,000. No Lender shall have any obligation to participate

in any Commitment Increase unless it agrees to do so in its sole discretion. Any bank, financial

institution or other entity that is an Eligible Assignee (and that has provided to the Administrative Agent

an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect

to such entity) that elects to become a “Lender” under this Agreement in connection with any

Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”),

substantially in the form of Exhibit D-2, whereupon such bank, financial institution or other entity (a

“New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party

hereto and shall be bound by and entitled to the benefits of this Agreement.

(b)(i) The commitments under each Commitment Increase shall be deemed for all

purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such

Commitment Increase shall become a Lender with respect to the Commitments and all matters relating

thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the

Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) each

Increasing Lender shall pay to the Administrative Agent in same day funds an amount equal to the

difference between (x) the product of (1) such Lender’s Applicable Percentage (calculated after giving

effect to such Commitment Increase) multiplied by (2) the amount of each Borrowing then outstanding

and (y) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to such

Commitment Increase) multiplied by (2) the amount of each such Borrowing, (B) each Increasing Lender

that shall not have had a Commitment prior to such Commitment Increase shall pay to the Administrative

Agent in same-day funds an amount equal to the product of (1) such Increasing Lender’s Applicable

Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of

each Borrowing then outstanding, (C) after the Administrative Agent receives the funds specified in

clauses (A) and (B) above, the Administrative Agent shall pay to each Lender the portion of such funds

that is equal to the difference between (x) the product of (1) such Lender’s Applicable Percentage

(calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of each

Borrowing then outstanding, and (y) the product of (1) such Lender’s Applicable Percentage (calculated

after giving effect to such Commitment Increase) multiplied by (2) the amount of each such Borrowing

and (D) each Lender shall be deemed to hold its Applicable Percentage of each Borrowing then

outstanding (calculated after giving effect to such Commitment Increase). The payments made pursuant

to clause (C) above, to the extent relating to Term SOFR Revolving Loans, shall be subject to

compensation by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Commitment

Effective Date occurs other than on the last day of the Interest Period relating thereto.

SECTION 2.22.Illegality. If any Lender determines that any law has made it

unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its

lending office to make, maintain or fund Loans whose interest is determined by reference to Term SOFR

or Daily Simple SOFR, or to determine or charge interest rates based upon Term SOFR or Daily Simple

SOFR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any

obligation of such Lender to make or continue Term SOFR Revolving Loans or to convert ABR

Revolving Loans to Term SOFR Revolving Loans, or to make Daily Simple SOFR Swingline Loans, as

applicable, shall be suspended and (b) if such notice asserts the illegality of such Lender making or

maintaining ABR Loans the interest rate on which is determined by reference to the Term SOFR

component of the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if

necessary to avoid such illegality, be determined by the Administrative Agent without reference to the

Term SOFR component of the Alternate Base Rate, in each case, until such Lender notifies the

Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer

exist. Upon receipt of such notice, (x) in the case of any such notice relating to Term SOFR, the

Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), convert all

Term SOFR Revolving Loans of such Lender to ABR Revolving Loans (the interest rate on which ABR

Revolving Loans of such Lender shall, if necessary to avoid such illegality, be determined by the

Administrative Agent without reference to the Term SOFR component of the Alternate Base Rate), either

on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such

Term SOFR Revolving Loans to such day, or immediately, if such Lender may not lawfully continue to

maintain such Term SOFR Revolving Loans, (y) in the case of any such notice relating to Daily Simple

SOFR, any Daily Simple SOFR Swingline Loans shall convert to, and shall constitute, an ABR Swingline

Loan and (z) if such notice asserts the illegality of such Lender determining or charging interest rates

based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute

the Alternate Base Rate applicable to the ABR Loans of such Lender without reference to the Term SOFR

component of the Alternate Base Rate until the Administrative Agent is advised in writing by such Lender

that it is no longer illegal for such Lender to determine or charge interest rates based upon Term SOFR.

Upon any such conversion, the Borrower shall also pay accrued interest on the amount so prepaid or

converted.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders, as of the Closing Date and

thereafter as of each date required by Section 4.02 or 4.03, that:

SECTION 3.01.Organization; Powers. Each of the Borrower, the Subsidiary

Guarantors and the Significant Subsidiaries (a) is duly organized, validly existing and in good standing

under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on

its business as now conducted and (c) is qualified to do business in, and is in good standing in, every

jurisdiction where such qualification is required, except, in each case (other than, in the case of clause (a)

above, as to the Borrower), where the failure of the foregoing individually or in the aggregate, would not

reasonably be expected to have a Material Adverse Effect.

SECTION 3.02.Authorization; Enforceability. The Transactions to be entered into

by each Loan Party are within such Loan Party’s limited liability company, partnership or corporate

powers, as applicable, and have been duly authorized by all necessary limited liability company,

partnership or corporate action, as applicable. This Agreement has been, and each other Loan Document

when delivered hereunder will have been, duly executed and delivered by each Loan Party that is a party

thereto. This Agreement constitutes, and each other Loan Document when so executed and delivered will

constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable

against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency,

reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general

principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03.Governmental Approvals; No Conflicts. The Transactions (a) do not

require any consent or approval of, registration or filing with, or any other action by, any Governmental

Authority, except such as have been obtained or made and are in full force and effect and except for any

reports required to be filed by the Borrower with the SEC pursuant to the Exchange Act, (b) will not

violate or result in any breach or contravention of any law, rule or regulation or any order, injunction, writ

or decree of any Governmental Authority, in each case, applicable to or binding upon the Borrower or any

of its Subsidiaries or any of its property, (c) will not violate or result in a default under any indenture,

agreement or other instrument binding upon the Borrower or any of its Subsidiaries or by which any

property or asset of the Borrower or any of its Subsidiaries is bound, (d) will not result in the creation or

imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Subsidiaries and

(e) will not violate the charter, by-laws or other organizational documents of the Borrower or any

Subsidiary Guarantor, except, in each case under clause (a), (b) or (c) above, where the failure of the

foregoing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse

Effect.

SECTION 3.04.Financial Condition; No Material Adverse Change. (a) The

Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated

statements of income, comprehensive income, stockholders equity and cash flows as of and for the fiscal

year ended December 31, 2025, reported on by PricewaterhouseCoopers LLP, independent registered

public accounting firm. Such financial statements present fairly, in all material respects, the financial

position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of

such date and for such period on a consolidated basis in accordance with GAAP.

(b)As of the Closing Date, there has been no Material Adverse Change since

December 31, 2025.

SECTION 3.05.Litigation and Environmental Matters. (a) As of the Closing Date,

there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending

against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its

Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if

adversely determined, would reasonably be expected, individually or in the aggregate, to result in a

Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement.

(b)Except for the Disclosed Matters and except with respect to any other matters

that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse

Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental

Law or to obtain, maintain or comply with any permit, license or other approval required under any

Environmental Law or (ii) has become subject to any Environmental Liability.

SECTION 3.06.Compliance with Laws; No Default. Each of the Borrower and its

Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority

applicable to it or its property, except where the failure to do so, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is

continuing or will result from the execution and delivery of this Agreement or any of the other Loan

Documents, or the making of the Loans hereunder.

SECTION 3.07.Margin Regulations. Neither the Borrower nor any of the other Loan

Parties is engaged in the business of extending credit for the purpose of “purchasing” or “carrying”

“margin stock” within the respective meanings of each of the quoted terms under Regulation U of the

Federal Reserve Board. No proceeds of any Loan will be used by the Borrower or its Subsidiaries for

“purchasing” or “carrying” “margin stock” as so defined in contravention of the provisions of Regulations

U or X of the Federal Reserve Board.

SECTION 3.08.Investment Company Status. Neither the Borrower nor any of the

other Loan Parties is an “investment company” as defined in, or subject to regulation under, the

Investment Company Act of 1940, as amended.

SECTION 3.09.Taxes. Each of the Borrower and its Subsidiaries has filed or caused

to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid

all Taxes required to have been paid by it, except (a) Taxes or the filing of Tax returns or reports that are

being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary,

as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so

would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10.ERISA. No ERISA Event has occurred or is reasonably expected to

occur that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse

Effect.

SECTION 3.11.Disclosure. Neither the Information Memorandum nor any of the

other written reports, financial statements, certificates or other written information (collectively, for

purposes of this Section, the “Information”) furnished by or on behalf of the Borrower or any other Loan

Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or

delivered hereunder (as modified or supplemented by other Information theretofore furnished and taken

as a whole and in conjunction with all other information that has theretofore been made publicly available

by the Borrower in its filings with the SEC or in investor-related materials publicly available on the

Borrower’s website (other than, in each case, any such information set forth under the caption “risk

factors” or “forward-looking statements” and any other similarly cautionary, predictive or forward-

looking information set forth in such filings or materials)) contained, as of the date such Information was

furnished (or, if such Information expressly related to a specific date, as of such specific date) any

material misstatement of fact or omitted to state, as of the date such Information was furnished (or, if such

Information expressly related to a specific date, as of such specific date), any material fact necessary to

make the statements therein, in the light of the circumstances under which they were made, not

misleading; provided that with respect to projected financial information, the Borrower represents only

that such information was prepared in good faith based upon assumptions believed by it to be reasonable

at the time.

SECTION 3.12.Anti-Corruption Laws and Sanctions. The Borrower has policies and

procedures designed and implemented to promote, in its reasonable business judgment, compliance by the

Borrower, its Subsidiaries and their respective directors, officers, employees and agents (acting in their

capacity as agents for the Borrower or its Subsidiaries, as applicable) with Anti-Corruption Laws and

applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their

respective directors, officers, employees and agents are in compliance with Anti-Corruption Laws and

applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or, to the

knowledge of the Borrower, any of their respective directors, officers or employees, or (b) to the

knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in

connection with or benefit from the Facility established hereby, is a Sanctioned Person.

SECTION 3.13.Outbound Investment Rules. The Borrower is not a “covered foreign

person” as that term is used in the Outbound Investment Rules. The Borrower does not currently engage,

or has any present intention to engage in the future, directly or indirectly, in (a) a “prohibited transaction”,

as such term is defined in the Outbound Investment Rules, or (b) any other activity that would cause the

Administrative Agent or any Lender to be in violation of the Outbound Investment Rules or cause the

Administrative Agent or any Lender to be legally prohibited by the Outbound Investment Rules from

performing under this Agreement.

ARTICLE IV

Conditions

SECTION 4.01.Closing Date. This Agreement shall become effective on the date on

which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)The Administrative Agent shall have received from each party hereto a

counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06(b),

may include Electronic Signatures transmitted by emailed .pdf or any other electronic means that

reproduces an image of an actual executed signature page of this Agreement).

(b)The Administrative Agent shall have received a favorable written opinion

(addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Closing

Date) of Jones Day, counsel for the Borrower, reasonably satisfactory to the Administrative

Agent, and covering such matters relating to the Borrower or this Agreement as the

Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to

deliver such opinion.

(c)The Administrative Agent shall have received a certificate of the Secretary or an

Assistant Secretary of the Borrower, dated as of the Closing Date, certifying (i) the resolutions of

the board of directors of the Borrower authorizing the execution, delivery and performance of

each Loan Document to which the Borrower is a party, (ii) the charter, bylaws or other applicable

organizational documents of the Borrower and (iii) the names and true signatures of the officers

executing any Loan Document on behalf of the Borrower on the Closing Date.

(d)The Administrative Agent shall have received a certificate of good standing with

respect to the Borrower from appropriate public officials in the jurisdiction of organization of the

Borrower.

(e)The Administrative Agent shall have received a certificate, dated the Closing

Date and signed by a Responsible Officer of the Borrower, confirming the satisfaction of the

conditions set forth in paragraphs (a) and (b) of Section 4.02, in form and substance reasonably

satisfactory to the Administrative Agent.

(f)On or before the Closing Date, the Lenders, the Administrative Agent and the

Arrangers shall have received (i) all fees required to be paid by the Borrower on the date hereof

pursuant to the fee letters executed on or before the date hereof by the Borrower, the

Administrative Agent and the Arrangers, and (ii) reimbursement of all reasonable out-of-pocket

expenses required to be reimbursed by the Borrower pursuant to Section 9.03, in the case of

clause (ii), solely to the extent reasonably detailed invoices have been presented to the Borrower

on or before the date that is two Business Days prior to the Closing Date.

(g)The Lenders shall have received, at least three Business Days prior to the Closing

Date, all documentation and other information that may be required by such Lenders in order to

enable compliance with applicable “know your customer” and anti-money laundering rules and

regulations, including information required by the USA Patriot Act, and, to the extent the

Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a

Beneficial Ownership Certification, in each case, to the extent requested by the Lenders in writing

to the Borrower at least 10 Business Days prior to the Closing Date.

(h)The Existing Credit Agreement Refinancing shall have been (or substantially

concurrently shall be) consummated, and the Administrative Agent shall have received

reasonably satisfactory evidence thereof (and each of the Lenders that is a lender under the

Existing Credit Agreement hereby waives the notice requirement under Section 2.08 of the

Existing Credit Agreement with respect to the termination of the commitments thereunder, and

the Borrower acknowledges and agrees that such commitments have been terminated

substantially concurrently with the occurrence of the Closing Date).

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice

shall be conclusive and binding.

SECTION 4.02.Each Credit Event. The obligation of each Lender to make a Loan

on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of each

Issuing Bank to issue, amend (to increase the amount thereof) or extend any Letter of Credit, is subject to

the receipt of the request therefor in accordance herewith and to the satisfaction of the following

conditions:

(a)The representations and warranties of the Loan Parties set forth in this

Agreement (other than, after the Closing Date, in Sections 3.04(b) and 3.05(a)) and the other

Loan Documents shall be true and correct in all material respects on and as of the date of such

Borrowing or the date of issuance, such amendment or extension of such Letter of Credit, as

applicable, except to the extent any such representations and warranties are expressly limited to

an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance,

such amendment or extension of such Letter of Credit, as applicable, such representations and

warranties shall continue to be true and correct in all material respects as of such specified earlier

date; provided that, in each case, such materiality qualifier shall not be applicable to any

representations and warranties that already are qualified or modified by materiality in the text

thereof.

(b)At the time of and immediately after giving effect to such Borrowing or the

issuance, such amendment or extension of such Letter of Credit, as applicable, no Default shall

have occurred and be continuing.

Each Borrowing (other than any conversion or continuation of any Loan) and each issuance, amendment

(to increase the amount thereof) or extension of a Letter of Credit shall be deemed to constitute a

representation and warranty by the Borrower on the date thereof that the conditions specified in

paragraphs (a) and (b) of this Section have been satisfied.

SECTION 4.03.Conditions Precedent to Each Incremental Commitment Effective

Date. Each Commitment Increase shall not become effective until the date on which each of the

following conditions is satisfied:

(a)The Administrative Agent shall have received (i) an Incremental Commitment

Activation Notice with respect to such Commitment Increase, executed by the Borrower, the

Administrative Agent and each Increasing Lender providing any portion of such Commitment

Increase, and (ii) if applicable, with respect to any New Lender, a New Lender Supplement,

executed by the Borrower, the Administrative Agent, such New Lender, each Issuing Bank and

the Swingline Lender, each in accordance with Section 2.21.

(b)The Administrative Agent shall have received (i) a certificate (including a

certification that the Borrower shall be in pro forma compliance with the financial covenant set

forth in Section 6.05 after giving effect to such Commitment Increase and taking into account any

extension of credit hereunder on the applicable Incremental Commitment Effective Date), dated

the applicable Incremental Commitment Effective Date and signed by a Responsible Officer of

the Borrower and (ii) if required by the Administrative Agent, customary evidence of authority,

secretary’s certificates, a favorable written opinion of counsel to the Borrower and, if any

Subsidiary shall then be a Subsidiary Guarantor, a customary reaffirmation agreement, each in

form and substance reasonably satisfactory to the Administrative Agent and the Lenders

providing such Commitment Increase.

(c)As of the applicable Incremental Commitment Effective Date, no Default shall

have occurred and be continuing or would result from the occurrence of such Commitment

Increase.

(d)The representations and warranties of the Loan Parties set forth in this

Agreement and the other Loan Documents shall be true and correct in all material respects on and

as of the applicable Incremental Commitment Effective Date, except to the extent any such

representations and warranties are expressly limited to an earlier date, in which case such

representations and warranties shall continue to be true and correct in all material respects as of

such specified earlier date; provided that, in each case, such materiality qualifier shall not be

applicable to any representations and warranties that already are qualified or modified by

materiality in the text thereof.

ARTICLE V

Affirmative Covenants

From and after the Closing Date and until the Commitments have expired or terminated

and the principal of and interest on each Loan and all fees and other amounts payable hereunder have

been paid in full (other than indemnities and other contingent obligations not then due and payable and as

to which no claim has been made) and all Letters of Credit have expired or terminated and all LC

Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01.Financial Statements; Ratings Change and Other Information. The

Borrower will furnish to the Administrative Agent for distribution to each Lender:

(a)within 90 days after the end of each fiscal year of the Borrower, its audited

consolidated balance sheet and related audited consolidated statements of income, comprehensive

income, equity and cash flows as of the end of and for such year, setting forth in each case in

comparative form the figures for the previous fiscal year, all reported on by

PricewaterhouseCoopers LLP or other independent registered public accounting firm of

recognized national standing (without a “going concern” or like qualification or exception and

without any qualification or exception as to the scope of such audit) to the effect that such

consolidated financial statements present fairly, in all material respects, the financial position and

results of operations and cash flows of the Borrower and its consolidated subsidiaries on a

consolidated basis in accordance with GAAP consistently applied;

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal

year of the Borrower, its consolidated balance sheet and related consolidated statements of

income, comprehensive income, equity and cash flows as of the end of and for such fiscal quarter

and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the

figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the

end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly,

in all material respects, the financial position and results of operations and cash flows of the

Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP

consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)concurrently with any delivery of financial statements under clause (a) or (b)

above, a certificate of a Financial Officer of the Borrower (a “Compliance Certificate”) (i)

certifying as to whether a Default has occurred and is continuing as of the date of such

Compliance Certificate and, if such a Default has occurred and is continuing as of the date of

such Compliance Certificate, specifying the details thereof and any action taken or proposed to be

taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating

compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the

components reflected in the calculation referred to in clause (ii) above to the corresponding

consolidated amounts set forth in the financial statements accompanying such Compliance

Certificate and (iv) stating whether any change in GAAP or in the application thereof has

occurred since the date of the most recent audited financial statements provided under this

Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible

Assets or the ratio referred to in Section 6.05 and, if any such change has occurred, specifying the

nature of such change and the effect of such change on such calculation;

(d)promptly after the same become publicly available, copies of all periodic and

other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with

the SEC, or with any national securities exchange, or distributed by the Borrower to its

shareholders generally, as the case may be;

(e)promptly after Moody’s, Fitch or S&P shall have announced a change in the

rating established or deemed to have been established for the Index Debt, written notice of such

rating change;

(f)promptly following any request therefor, such other information regarding the

operations, business affairs and financial condition of the Borrower or any Subsidiary, or

compliance with the terms of this Agreement, as the Administrative Agent or any Lender may

reasonably request; and

(g)promptly following the Administrative Agent’s request therefor, all

documentation and other information that the Administrative Agent reasonably requests on its

behalf or on behalf of any Lender in order to comply with its ongoing obligations under

applicable “know your customer” and anti-money laundering rules and regulations, including

information required by the USA Patriot Act and the Beneficial Ownership Regulation.

Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to

have been delivered if such information, or one or more reports containing such information, shall be

publicly available on the website of the SEC at http://www.sec.gov. Information required to be delivered

pursuant to this Section may also be delivered by electronic communications pursuant to procedures

approved by the Administrative Agent.

SECTION 5.02.Notices of Default. The Borrower will furnish, or cause to be

furnished, to the Administrative Agent for distribution to each Lender prompt written notice of the

occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledge. Each

notice delivered under this Section shall be accompanied by a statement of a Responsible Officer or other

executive officer of the Borrower setting forth the details of the event or development requiring such

notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03.Existence; Conduct of Business. The Borrower will, and will cause

each Significant Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in

full force and effect (a) its legal existence in its state of incorporation or formation, as applicable, and (b)

the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that

the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under

Section 6.03; and provided further that this Section 5.03 shall not require the Borrower or any Significant

Subsidiary to preserve or maintain any rights, licenses, permits, privileges or franchises or require any

Significant Subsidiary to maintain its legal existence, in each case, if the Borrower shall reasonably

determine that the failure to maintain and preserve the same would not reasonably be expected,

individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 5.04.Payment of Taxes and other Obligations. The Borrower will, and

will cause each of its Subsidiaries to, pay its Tax liabilities and other governmental obligations which, if

unpaid, would reasonably be expected to result in a Lien upon any property of the Borrower or such

Subsidiary before the same shall become delinquent or in default, except, in each case, to the extent that

(a) the validity or amount thereof is being contested in good faith by appropriate proceedings and the

Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in

accordance with GAAP or (b) the failure to make such payment would not, individually or in the

aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05.Maintenance of Properties; Insurance. The Borrower will, and will

cause each of its Subsidiaries to, (a) maintain all property material to the conduct of the business of the

Borrower and its Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and

tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in

such amounts and against such risks as are customarily maintained by companies engaged in the same or

similar businesses operating in the same or similar locations (including by the maintenance of adequate

self-insurance reserves to the extent customary among such companies).

SECTION 5.06.Books and Records; Inspection Rights. The Borrower will, and will

cause each of its Subsidiaries to, keep proper books of record and account in which complete and accurate

entries, in all material respects, are made of its financial and business transactions in conformity with

GAAP and applicable law. The Borrower will, and will cause each of its Subsidiaries to, permit any

representatives designated by the Administrative Agent or any Lender, at the Administrative Agent’s or

such Lender’s expense (unless an Event of Default has occurred and is continuing, in which case it shall

be at the Borrower’s sole expense) upon reasonable prior notice and subject to any applicable restrictions

or limitations on access to any facility or information that is classified or restricted by contract or by law,

regulation or governmental guidelines, to visit and inspect its properties, to examine and make extracts

from its books and records, and to discuss its affairs, finances and condition with its officers and

independent accountants, all at such reasonable times and as often as reasonably requested; provided that

advance notice of any discussion with such independent accountants shall be given to the Borrower and,

so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the

opportunity to be present at any such discussion. The Administrative Agent and each Lender agree to

keep all information obtained by them pursuant to this Section confidential in accordance with Section

9.13.

SECTION 5.07.Compliance with Laws. The Borrower will, and will cause each of

its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority

applicable to it or its property, except where the failure to do so, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect

and enforce policies and procedures designed, in its reasonable business judgment, to ensure compliance

by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (acting in

their capacity as agents for the Borrower and its Subsidiaries, as applicable) with Anti-Corruption Laws

and applicable Sanctions.

SECTION 5.08.Use of Proceeds and Letters of Credit. The proceeds of the Loans

will be used only for working capital and general corporate purposes of the Borrower and its Subsidiaries.

No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that

entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations U and

X. Letters of Credit will be issued only to support the general corporate purposes of the Borrower and its

Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not

use, or permit its Subsidiaries and its or their respective directors, officers, employees and agents to use,

the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay,

or authorization of the payment or giving of money, or anything else of value, to any Person in violation

of any Anti-Corruption Laws, in any material respect, (b) for the purpose of funding, financing or

facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned

Country, in each case, to the extent that would be prohibited by Sanctions if conducted by a corporation

incorporated in the United States or (c) in any other manner that would result in the material violation of

any Sanctions applicable to any party to this Agreement.

ARTICLE VI

Negative Covenants

From and after the Closing Date and until the Commitments have expired or terminated

and the principal of and interest on each Loan and all fees and other amounts payable hereunder have

been paid in full (other than indemnities and other contingent obligations not then due and payable and as

to which no claim has been made) and all Letters of Credit have expired or terminated and all LC

Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01.Indebtedness. The Borrower will not permit any Non-Guarantor

Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

(a)Securitization Indebtedness; provided that the aggregate principal amount thereof

owing to a Person that is not the Borrower or a Subsidiary shall not exceed $2,000,000,000 at any

one time outstanding;

(b)Indebtedness existing on the Closing Date which is either (i) set forth on

Schedule 6.01 or (ii) in a principal amount which is less than (x) $50,000,000 individually and

(y) $100,000,000 in the aggregate;

(c)Indebtedness of any Non-Guarantor Subsidiary owing to the Borrower or any

Subsidiary;

(d)Indebtedness of any Non-Guarantor Subsidiary incurred to finance the

acquisition, construction, repair, development or improvement of any fixed or capital assets,

including Finance Lease Obligations, and any Indebtedness assumed in connection with the

acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition

thereof; provided that such Indebtedness is incurred prior to or within 180 days after such

acquisition or the completion of such construction, repair, development or improvement;

(e)Indebtedness of any Non-Guarantor Subsidiary as an account party in respect of

trade letters of credit;

(f)Indebtedness of a Person that is not a subsidiary of the Borrower and that

becomes a Subsidiary after the Closing Date or is merged or consolidated with or into the

Borrower or any Subsidiary after the Closing Date, in each case, if such Indebtedness is existing

at the time such Person becomes a Subsidiary or is so merged or consolidated and is not incurred

in contemplation of such transaction;

(g)other Indebtedness of any Non-Guarantor Subsidiary; provided that the sum,

without duplication, of (A) the outstanding aggregate principal amount of all such Indebtedness

of any Non-Guarantor Subsidiary, plus (B) the Attributable Debt under all Sale and Leaseback

Transactions of the Borrower and its Subsidiaries permitted under Section 6.02(b) (other than

Sale and Leaseback Transactions permitted by the proviso set forth therein), plus (C) the

outstanding aggregate principal amount of all Indebtedness or other obligations secured by Liens

permitted under Section 6.02(a)(vi), shall not exceed 15% of Consolidated Net Tangible Assets at

the time of creation, incurrence or assumption thereof;

(h)Indebtedness of any Non-Guarantor Subsidiary in respect of bid, performance or

surety bonds, workers’ compensation claims or self-insurance obligations, in each case incurred

in the ordinary course of business, including reimbursement obligations of any Non-Guarantor

Subsidiary incurred in the ordinary course of business with respect to letters of credit supporting

such bid, performance or surety bonds, workers’ compensation claims and self-insurance

obligations (in each case, other than Guarantees of and obligations for money borrowed); and

(i)extensions, refinancings, renewals or replacements of the Indebtedness permitted

by clause (b), (d) or (f) above which, in the case of any such extension, refinancing, renewal or

replacement, does not increase the amount of the Indebtedness being extended, refinanced,

renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing,

renewal or replacement.

SECTION 6.02.Liens and Sale and Leaseback Transactions. (a) The Borrower will

not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any

property or asset now owned or hereafter acquired by it, or assign or sell any Securitization Receivables

in connection with any financing transaction or series of financing transactions (including factoring

arrangements), except:

(i)Permitted Encumbrances;

(ii)any Lien on any property or asset of the Borrower or any Subsidiary

existing on the Closing Date which is either (A) set forth on Schedule 6.02 or (B) securing

Indebtedness or other obligations in a principal amount which is less than (x) $50,000,000

individually and (y) $100,000,000 in the aggregate;

(iii)Liens on fixed or capital assets acquired, constructed, repaired,

developed or improved by the Borrower or any Subsidiary; provided that (A) any Indebtedness

secured by such Liens, including any Finance Lease Obligations, (x) is incurred to finance the

acquisition, construction, repair, development or improvement of such fixed or capital asset or

(y) is an extension, refinancing, renewal or replacement thereof that does not increase the amount

of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred

to pay the costs of such extension, refinancing, renewal or replacement, (B) such Liens and the

Indebtedness secured thereby (other than any such Indebtedness referred to in clause (y) above)

are incurred prior to or within 180 days after such acquisition or the completion of such

construction, repair, development or improvement and (C) such Liens shall not apply to any other

property or assets of the Borrower or any Subsidiary (other than accessions and improvements

thereto);

(iv)Securitization Transactions and Liens on the Equity Interests or assets of

any Securitization Subsidiary, or Liens on Securitization Receivables sold, contributed, financed

or otherwise conveyed or pledged in connection with a Securitization Transaction, in each case,

so long as the aggregate outstanding principal amount of the Securitization Indebtedness arising

therefrom or secured thereby does not exceed $2,000,000,000 at any one time;

(v)Liens under any Sale and Leaseback Transaction permitted under Section

6.02(b);

(vi)Liens not otherwise permitted by the other clauses of this Section

securing Indebtedness or other obligations of the Borrower or any of its Subsidiaries; provided

that the sum, without duplication, of (A) the aggregate principal amount of all such Indebtedness

and obligations, plus (B) the outstanding aggregate principal amount of all Indebtedness of any

Non-Guarantor Subsidiary permitted under Section 6.01(g), plus (C) the Attributable Debt under

all Sale and Leaseback Transactions of the Borrower and its Subsidiaries permitted under Section

6.02(b) (other than Sale and Leaseback Transactions permitted by the proviso set forth therein),

shall not exceed 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or

assumption of such Lien;

(vii)Liens securing Indebtedness or other obligations of the Borrower or any

Subsidiary in favor of the Borrower or any Subsidiary;

(viii)Liens on property existing at the time such property is acquired by the

Borrower or any of its Subsidiaries after the Closing Date and not created in contemplation of

such acquisition (or on repairs, improvements, additions or accessions thereto), and Liens on the

assets of any Person that is not a subsidiary of the Borrower and that becomes a Subsidiary after

the Closing Date or is merged or consolidated with or into the Borrower or any Subsidiary after

the Closing Date, in each case, if such Liens exist at the time such Person becomes a Subsidiary

or is so merged or consolidated and not created in contemplation of such transaction (or on

repairs, improvements, additions or accessions thereto), provided that such Liens do not extend to

any other assets;

(ix)Liens on (A) Equity Interests in a Joint Venture securing obligations of

such Joint Venture and (B) Equity Interests in an Excluded Subsidiary securing obligations of

such Excluded Subsidiary;

(x)Liens securing obligations under any Swap Agreement, provided that the

aggregate amount of all such obligations secured by such Liens shall not at any time exceed

$400,000,000;

(xi)extensions, renewals and replacements of the Liens described in clause

(ii), (iii) or (viii) above, so long as there is no increase in the Indebtedness or other obligations

secured thereby (other than amounts incurred to pay costs of renewal and replacement) and no

additional property (other than accessions, improvements and replacements in respect of such

property) is subject to such Lien;

(xii)Liens in favor of the Administrative Agent securing Indebtedness or

other obligations created under this Agreement and the other Loan Documents, if any; and

(xiii)other Liens on the assets of the Borrower or any Subsidiary securing any

Indebtedness or other obligations of the Borrower or any Subsidiary, provided that (x) in the case

of any such Liens on any assets of such Subsidiary, such Subsidiary, if not already a Subsidiary

Guarantor, shall become a Subsidiary Guarantor in accordance with Section 9.09 for so long as

such other Indebtedness or other obligations are secured by such Liens and (y) the Borrower or

such Subsidiary, as the case may be, shall secure all the Indebtedness and other obligations under

the Loan Documents equally and ratably with such other Indebtedness or other obligations for so

long as such other Indebtedness or other obligations are secured by such Liens (it being

understood and agreed that, with respect to any Guarantee by any Subsidiary Guarantor created as

contemplated by clause (x) above or any Lien securing any Indebtedness or other obligations

under the Loan Documents created as contemplated by clause (y) above, no release thereof shall

occur if such other Indebtedness or other obligations ceases to be secured by such Liens as a

result of the enforcement of such Liens).

(b)The Borrower will not, and will not permit any Subsidiary to, enter into any Sale

and Leaseback Transaction if, after giving effect to such Sale and Leaseback Transaction, the sum,

without duplication, of (i) the aggregate amount of the Attributable Debt under all Sale and Leaseback

Transactions of the Borrower and its Subsidiaries (other than Sale and Leaseback Transactions permitted

by the proviso set forth below), plus (ii) the outstanding aggregate principal amount of all Indebtedness of

any Non-Guarantor Subsidiary permitted under Section 6.01(g), plus (iii) the outstanding aggregate

principal amount of all Indebtedness and other obligations secured by Liens permitted under Section

6.02(a)(vi), shall exceed 15% of Consolidated Net Tangible Assets at the time of consummation of such

Sale and Leaseback Transaction; provided that the Borrower or any Subsidiary may enter into any Sale

and Leaseback Transaction of any fixed or capital assets acquired or constructed by the Borrower and its

Subsidiaries after the Closing Date so long as such Sale and Leaseback Transaction is consummated

within 180 days after such acquisition or the completion of construction, as the case may be.

SECTION 6.03.Fundamental Changes. The Borrower will not merge into or

consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell,

transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially

all of its consolidated assets (in each case, whether now owned or hereafter acquired), or liquidate or

dissolve, except that, if at the time thereof and immediately after giving effect thereto, no Event of

Default shall have occurred and be continuing, (a) any Person may merge with or into the Borrower in a

transaction in which the Borrower is the surviving entity; and (b) the Borrower may merge with or into

any other Person in a transaction in which such other Person is the surviving entity (the “Surviving

Person”) so long as (i) such Surviving Person is a corporation or other limited liability entity organized or

existing under the laws of the state of Ohio or Delaware, (ii) prior to such merger, such Person is a shell

company with no liabilities, (iii) such Surviving Person assumes the obligations of the Borrower under

this Agreement and the other Loan Documents pursuant to an assumption agreement in form and

substance reasonably satisfactory to the Administrative Agent, (iv) to the extent reasonably requested by

any Lender at least three Business Days prior to the date of such transaction, such Surviving Person shall

have provided to such Lender all documentation and other information that may be required by such

Lender in order to enable compliance with applicable “know your customer” and anti-money laundering

rules and regulations, including information required by the USA Patriot Act and, to the extent such

Surviving Person qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a

Beneficial Ownership Certification, and (v) on the date of such transaction, the Borrower delivers to the

Administrative Agent customary evidence of authority, customary secretary’s certificates, a customary

reaffirmation agreement (if any Subsidiary shall then be a Subsidiary Guarantor), and a favorable written

opinion of counsel for the Borrower covering such matters relating to such Surviving Person, the Loan

Documents or such merger as the Administrative Agent may reasonably request, which opinion and

counsel shall be reasonably satisfactory to the Administrative Agent.

SECTION 6.04.Transactions with Affiliates. The Borrower will not, and will not

permit any of its Subsidiaries to, enter into or engage in any material transaction (including any sale,

lease, transfer, purchase or acquisition of property or assets) with any of its Affiliates (including MPLX

and its subsidiaries), except on terms and conditions, taken as a whole, that are substantially no less

favorable to the Borrower or such Subsidiary as could be obtained on an arm’s-length basis from

unrelated third parties (or, if in the good faith judgment of the Borrower’s board of directors, no

comparable transaction is available with which to compare any such transaction, such transaction, taken

as a whole, is otherwise fair to the Borrower or such Subsidiary); provided that the foregoing restriction

shall not apply to (a) transactions between or among the Borrower and its Subsidiaries or between or

among the Subsidiaries, (b) transactions involving any employee benefit plans or related trusts of the

Borrower or any of the Subsidiaries, (c) the payment of reasonable compensation, fees and expenses to,

and indemnity provided on behalf of, directors and officers of the Borrower or any Subsidiary,

(d) contracts, agreements, transactions or arrangements (including the acquisition or sale of assets or

businesses or any interest therein, investments, contributions, distribution waivers and restructuring

transactions) entered into (i) with MPLX and its subsidiaries or (ii) any other Excluded Subsidiary (to the

extent an Affiliate), in each case, on terms and conditions that are fair and reasonable to the Borrower and

its Subsidiaries, taking into account the totality of the relationship between the Borrower and its

Subsidiaries, on the one hand, and MPLX and its subsidiaries or such Excluded Subsidiary and its

subsidiaries, as the case may be, on the other, including the contemplated transactions set forth on

Schedule 6.04, (e) transactions pursuant to any contract or agreement, between the Borrower or any of its

Subsidiaries, on one hand, and MPLX and its subsidiaries, on the other, that as of the Closing Date has

been filed as an exhibit to any report or statement filed by the Borrower or MPLX with the SEC, in each

case as such contract or agreement is in effect on the Closing Date or as amended, supplemented or

otherwise modified, or as replaced, thereafter, so long as such amendments, supplements or other

modifications, or such replacement contract or agreement, individually or in the aggregate, are not

materially adverse to the interests of the Lenders, (f) transactions between or among MPLX and its

subsidiaries (and, to the extent it is a party to such transactions solely in its capacity as the general or

limited partner of MPLX, the Borrower or any Subsidiary that is the general or limited partner of MPLX)

and (g) investments in or capital contributions to Joint Ventures (to the extent an Affiliate).

SECTION 6.05.Maximum Consolidated Net Debt to Total Capitalization Ratio. The

Borrower shall maintain, as of the last day of each fiscal quarter ending on or after the Closing Date, a

ratio of Consolidated Net Debt as of such date to Total Capitalization as of such date of no greater than

0.65 to 1.00.

SECTION 6.06.Outbound Investment Rules. The Borrower will not (a) be or

become a “covered foreign person”, as that term is defined in the Outbound Investment Rules, or (b)

engage, directly or indirectly, in (i) a “prohibited transaction”, as such term is defined in the Outbound

Investment Rules, or (ii) any other activity that would cause the Administrative Agent or any Lender to be

in violation of the Outbound Investment Rules or cause the Administrative Agent or any Lender to be

legally prohibited by the Outbound Investment Rules from performing under this Agreement.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)the Borrower shall fail to pay any principal of any Loan or any reimbursement

obligation in respect of any LC Disbursement when and as the same shall become due and

payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)any Loan Party shall fail to pay any interest on any Loan or any fee or any other

amount (other than an amount referred to in clause (a) of this Article) payable under this

Agreement or any other Loan Document, when and as the same shall become due and payable,

and such failure shall continue unremedied for a period of five Business Days;

(c)any representation, warranty or certification made or deemed made by or on

behalf of the Borrower or any Subsidiary in any Loan Document or any amendment or

modification thereof or waiver thereunder, or in any report, certificate, financial statement or

other document furnished pursuant to or in connection with any Loan Document or any

amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in

any material respect when made or deemed made;

(d)the Borrower shall fail to observe or perform any covenant, condition or

agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08 or in

Article VI;

(e)the Borrower or any Subsidiary Guarantor shall fail to observe or perform any

covenant, condition or agreement contained in this Agreement or any other Loan Document

(other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue

unremedied for a period of 30 days after notice thereof from the Administrative Agent to the

Borrower (which notice will be given at the request of any Lender);

(f)the Borrower or any Subsidiary shall fail to make any payment in excess of

$1,000,000 in the aggregate (whether of principal, interest, fees or other amounts) in respect of

any Material Indebtedness, when and as the same shall become due and payable, and such failure

shall continue after the applicable grace period, if any, specified in the agreement or instrument

relating to such Material Indebtedness;

(g)any event or condition occurs that results in any Material Indebtedness becoming

due prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured

Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or

assets securing such Indebtedness, (ii) any Indebtedness that becomes due as a result of a

voluntary prepayment, purchase or redemption thereof, (iii) any requirement to, or to offer to,

prepay, purchase or redeem any Indebtedness using a portion of excess cash flow or similar

financial measure, (iv) any customary debt and equity proceeds prepayment requirements

contained in any bridge or other interim credit facility, (v) any Indebtedness of any Person

assumed in connection with an acquisition to the extent that such Indebtedness is repaid,

purchased or redeemed (or offered to be repaid, purchased or redeemed) as required by the terms

thereof in connection with such acquisition or (vi) any prepayment, purchase, redemption or

defeasance of any Indebtedness incurred to finance any acquisition (or related transactions,

including to refinance Indebtedness of any Person acquired in such acquisition) if such

acquisition is not consummated;

(h)an involuntary proceeding shall be commenced, or an involuntary petition shall

be filed, in any court of competent jurisdiction seeking (i) liquidation, reorganization or other

relief in respect of the Borrower or any Significant Subsidiary or its debts, or of a substantial part

of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar

law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,

sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for

a substantial part of its assets, and, in any such case, such proceeding or petition shall continue

undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be

entered by such court;

(i)the Borrower or any Significant Subsidiary shall (i) voluntarily commence any

proceeding or file any petition seeking liquidation, reorganization or other relief under any

Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in

effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any

proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the

appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the

Borrower or any Significant Subsidiary or for a substantial part of its assets, (iv) file an answer

admitting the material allegations of a petition filed against it in any such proceeding, (v) make a

general assignment for the benefit of creditors or (vi) take any corporate action for the purpose of

effecting any of the foregoing;

(j)the Borrower or any Significant Subsidiary shall become unable, admit in writing

its inability or fail generally to pay its debts as they become due;

(k)one or more final judgments (whether or not appealable) for the payment of

money in an aggregate amount in excess of $100,000,000 (to the extent not covered by

independent third-party insurance (other than normal deductibles) as to which the insurer has

been notified of such judgment and has not issued a notice denying coverage thereof) shall be

rendered by a court of competent jurisdiction against the Borrower, any Subsidiary or any

combination thereof, and either (i) the same shall remain undischarged or unsatisfied for a period

of 45 consecutive days (or 60 consecutive days in the case of judgments rendered in jurisdictions

outside of the United States of America, any State thereof and the District of Columbia) during

which execution shall not be effectively stayed (it being understood that, for the purposes of this

clause (k), “independent third-party insurance” shall include industry mutual insurance

companies in which the Borrower or any Subsidiary has an ownership interest) or (ii) any action

shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or

any Subsidiary to enforce any such judgment;

(l)an ERISA Event shall have occurred that, when taken together with all other

ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse

Effect;

(m)other than as a result of (i) the termination of the obligations of any Subsidiary

Guarantor under the Subsidiary Guarantee pursuant to the terms thereof or pursuant to Section

9.09, (ii) the exchange or replacement of any promissory note hereunder (with respect to the

previously existing promissory note which was so exchanged or replaced), (iii) the agreement of

the Required Lenders or all Lenders, as may be required hereunder, or (iv) in accordance with the

other provisions of this Agreement, the expiration or termination of the Commitments, the

payment in full of the principal and interest on each Loan and all fees payable hereunder, the

expiration or termination of all Letters of Credit and the reimbursement of all LC Disbursements,

any Loan Document (or any material provision thereof), at any time after its execution and

delivery, ceases to be in full force and effect or is declared by a court of competent jurisdiction to

be null and void, invalid or unenforceable; or the Borrower or any Subsidiary Guarantor denies in

writing that it has any liability or obligation thereunder, or purports to revoke, terminate or

rescind any Loan Document (other than pursuant to the terms hereof or thereof); or

(n)a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or

(i) of this Article), and at any time thereafter during the continuance of such event, the Administrative

Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower,

take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and

thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be

due and payable in whole (or in part, in which case any principal not so declared to be due and payable

may thereafter (at any time during the continuance of such event) be declared to be due and payable), and

thereupon the principal of the Loans so declared to be due and payable, together with accrued interest

thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and

payable immediately and (iii) require the deposit of cash collateral in respect of Total LC Exposure as

provided in Section 2.05(k), in each case, without presentment, demand, protest or other notice of any

kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the

Borrower described in clause (h) or (i) of this Article, the Commitments shall immediately and

automatically terminate, the principal of the Loans then outstanding, together with accrued interest

thereon and all fees and other obligations of the Borrower accrued hereunder, shall immediately and

automatically become due and payable and the deposit of such cash collateral in respect of Total LC

Exposure shall immediately and automatically become due, in each case, without presentment, demand,

protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the entity

named as the Administrative Agent in the heading of this Agreement and its successors and assigns to act

as the Administrative Agent hereunder and under the other Loan Documents and authorizes the

Administrative Agent to take such actions and to exercise such powers as are delegated to the

Administrative Agent by the terms hereof and of the other Loan Documents, together with such actions

and powers as are reasonably incidental thereto. Without limiting the foregoing, each of the Lenders and

each of the Issuing Banks hereby authorizes the Administrative Agent to execute and deliver, and to

perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party,

and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan

Documents.

The Person serving as the Administrative Agent hereunder shall have the same rights and

powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may

exercise the same as though it were not the Administrative Agent, and 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 or the Issuing Banks.

The Administrative Agent shall not have any duties or obligations except those expressly

set forth herein and in the other Loan Documents and in performing its functions and duties hereunder

and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders

and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the

maintenance of the Register), and its functions and duties are entirely mechanical and administrative in

nature. The motivations of the Administrative Agent are commercial in nature and not to invest in the

general performance or operations of the Borrower and its Subsidiaries. Without limiting the generality

of the foregoing, (a) the Administrative Agent does not assume, and shall not be deemed to have assumed,

any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, any

Issuing Bank or any other Person, other than as expressly set forth herein and in the other Loan

Documents, regardless of whether a Default has occurred and is continuing (and 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 duty or other implied

(or express) obligations arising under agency doctrine of any applicable law, and that such term is used as

a matter of market custom and is intended to create or reflect only an administrative relationship between

contracting parties), and each Lender and each Issuing Bank agrees that it will not assert any claim

against the Administrative Agent or any of its Related Parties based on an alleged breach of fiduciary

duty by the Administrative Agent in connection with this Agreement, any other Loan Document and/or

the transactions contemplated hereby or thereby, (b) as to any matters not expressly provided for herein

and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall

not be required to exercise any discretion or take any action, but shall be required to act or to refrain from

acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of

the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the

Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in

the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon

each Lender and each Issuing Bank, provided that the Administrative Agent shall not be required to take

any action that, in its opinion, could (i) expose the Administrative Agent to liability or (ii) be contrary to

any Loan Document or applicable law, including any action that may be in violation of the automatic stay

under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or

that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of

any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided

further that the Administrative Agent may seek clarification or direction from the Required Lenders (or

such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent

shall believe in good faith to be necessary, pursuant to the terms of the Loan Documents) prior to the

exercise of any such instructed action and may refrain from acting until such clarification or direction has

been provided, (c) except as expressly set forth herein and in the other Loan Documents, the

Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose,

any information relating to the Borrower or any of its Subsidiaries or other Affiliates that is

communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any

capacity, (d) the Administrative Agent shall not be responsible or have any liability for, or have any duty

to ascertain or inquire into, whether any Lender is a Defaulting Lender, or the effective date of such

status, and (e) the Administrative Agent shall not be responsible or have any liability for, or have any duty

to ascertain or inquire into whether any Lender or proposed Lender is a Specified Foreign Entity, or the

effective date of such status, or monitor or enforce compliance with the provisions hereof (or of any

Assignment and Assumption) relating to Specified Foreign Entities. Neither the Administrative Agent

nor any of its Related Parties shall 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 to be necessary, under the

circumstances as provided in the Loan Documents) or (ii) otherwise unless a court of competent

jurisdiction shall have determined by a final, non-appealable judgment that the Administrative Agent was

grossly negligent or acted with willful misconduct in taking or not taking any such action. The

Administrative Agent shall be deemed not to have knowledge of any Default unless and until written

notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the

Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have

any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection

with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other

document delivered hereunder or in connection herewith, (iii) the performance or observance of any of

the covenants, agreements or other terms or conditions set forth herein or any other Loan Document or the

occurrence of any Default, (iv) the sufficiency, value, validity, enforceability, effectiveness or

genuineness of any Loan Document or any other agreement, instrument or document (including, for the

avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature

transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed

signature page), or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or any

other Loan Document, other than to confirm receipt of items (which on their face purport to be such

items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that

expressly refers to the matters described therein being acceptable or satisfactory to the Administrative

Agent. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds

or otherwise incur any financial liability in the performance of any of its functions or duties hereunder or

in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that

repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to

it.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability

for acting or not acting 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

(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the

signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely upon,

and shall not incur any liability for acting or not acting upon, any statement made to it orally or by

telephone and believed by it in good faith to be made by the proper Person (whether or not such Person in

fact meets the requirements set forth in the Loan Documents for being the maker thereof), and may act

upon any such statement prior to the receipt of a written confirmation thereof. In determining compliance

with any condition hereunder to the making of a Loan, or the issuance, extension or amendment of a

Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the

Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank

unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing

Bank sufficiently in advance of the making of such Loan or the issuance, extension or amendment of such

Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for 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. The

Administrative Agent may treat the payee of any promissory note as its holder until such promissory note

has been assigned in accordance with Section 9.04 and may rely on the Register to the extent set forth in

Section 9.04(c).

The Administrative Agent may perform any and all its duties and exercise its rights and

powers by or through any one or more sub-agents appointed by the Administrative Agent. The

Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights

and powers through their respective Related Parties. The exculpatory provisions of this Article shall

apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-

agent, and shall apply to their respective activities in connection with the syndication of the Facility as

well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the

negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction

determines in a final and nonappealable judgment that the Administrative Agent acted with gross

negligence or willful misconduct in the selection of such sub-agents.

Subject to the appointment and acceptance of a successor Administrative Agent as

provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the

Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right to

appoint a successor approved by the Borrower (such approval not to be unreasonably withheld,

conditioned or delayed); provided that no approval of the Borrower shall be necessary if an Event of

Default has occurred and is continuing. If no successor shall have been so appointed by the Required

Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent

gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and

the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New

York, New York, or an Affiliate of any such bank; provided that if the Administrative Agent shall notify

the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such

resignation shall nonetheless become effective in accordance with such notice and (a) the retiring

Administrative Agent shall be discharged from its duties and obligations hereunder and under the other

Loan Documents and (b) the Required Lenders shall succeed to and become vested with all the rights,

powers, privileges and duties of the removed Administrative Agent, provided that (i) all payments

required to be made hereunder or under any other Loan Document to the Administrative Agent for the

account of any Person other than the Administrative Agent shall be made directly to such Person and (ii)

all notices and other communications required or contemplated to be given or made to the Administrative

Agent shall also directly be given or made to each Lender and each Issuing Bank.

If the Person serving as the Administrative Agent becomes a Defaulting Lender pursuant

to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable

law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent

(the effectiveness thereof being subject to the following sentence) and appoint a successor in accordance

with the immediately preceding paragraph. If no successor shall have been so appointed by the Required

Lenders and shall have accepted such appointment within 30 days after delivery of such notice (or such

earlier day as shall be agreed to by the Required Lenders) (the “Removal Effective Date”), then such

removal shall nonetheless become effective in accordance with such notice on the Removal Effective

Date, whereupon, on the date of effectiveness of such removal, (a) the removed Administrative Agent

shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b)

the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties

of the removed Administrative Agent, provided that (i) all payments required to be made hereunder or

under any other Loan Document to the Administrative Agent for the account of any Person other than the

Administrative Agent shall be made directly to such Person and (ii) all notices and other communications

required or contemplated to be given or made to the Administrative Agent shall also directly be given or

made to each Lender and each Issuing Bank.

Upon the acceptance of its appointment as Administrative Agent hereunder by a

successor, such successor shall succeed to and become vested with all the rights, powers, privileges and

duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent

shall be discharged from its duties and obligations hereunder. 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 Administrative Agent’s resignation or

removal hereunder, the provisions of this Article and Section 9.03, as well as any exculpatory,

reimbursement and indemnification provisions set forth in any Loan Document, shall continue in effect

for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective

Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting

as Administrative Agent.

Any resignation or removal of JPMorgan Chase Bank, N.A. or its successor as

Administrative Agent pursuant to this Article shall also constitute the resignation or removal of JPMorgan

Chase Bank, N.A. or its successor as Swingline Lender, and any successor Administrative Agent

appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor

Swingline Lender for all purposes hereunder. In such event, the Borrower shall prepay any outstanding

Swingline Loans (together with payment of all accrued and unpaid interest thereon) made by the retiring

or removed Administrative Agent in its capacity as Swingline Lender.

In case of the pendency of any proceeding with respect to any Loan Party under any

Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the

Administrative Agent (irrespective of whether the principal of any Loan or any LC Disbursement shall

then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether

the Administrative Agent shall have made any demand on 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, LC Exposure and all other obligations under the Loan

Documents that are owing and unpaid and to file such other documents as may be necessary or

advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative

Agent (including any claim under Sections 2.11, 2.12, 2.14, 2.15, 2.16 and 9.03) allowed in such

judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any

such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such

proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the

Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such

payments directly to the Lenders or the Issuing Banks, to pay to the Administrative Agent any amount

due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section

9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or

consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization,

arrangement, adjustment or composition affecting the obligations or the rights of any Lender or Issuing

Bank, or to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

Each Lender and Issuing Bank represents and warrants that (a) the Loan Documents set

forth the terms of a commercial lending facility, (b) in participating as a Lender or Issuing Bank, it is

engaged in making, acquiring or holding commercial loans and in providing other facilities set forth

herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of

business, and not for the purpose of purchasing, acquiring or holding any other type of financial

instrument (and each Lender and Issuing Bank agrees not to assert a claim in contravention of the

foregoing, such as a claim under federal or state securities laws), (c) it has, independently and without

reliance upon the Administrative Agent, the Syndication Agent, any Documentation Agent, any Arranger

or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on

such documents and information as it has deemed appropriate, made its own credit analysis and decision

to enter into this Agreement as a Lender or Issuing Bank, and to make, acquire or hold Loans or other

credit extensions hereunder and (d) it is sophisticated with respect to decisions to make, acquire and/or

hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender

or Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire

and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring

or holding such commercial loans or providing such other facilities. Each Lender and Issuing Bank also

acknowledges that it will, independently and without reliance upon the Administrative Agent, the

Syndication Agent, any Documentation Agent, any Arranger or any other Lender or Issuing Bank, or any

of the Related Parties of any of the foregoing, and based on such documents and information (which may

contain MNPI) 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.

Each Lender and Issuing Bank acknowledges that there may be a constant flow of

information (including information which may be subject to confidentiality obligations in favor of the

Loan Parties) between the Loan Parties and their Affiliates, on the one hand, and JPMorgan Chase Bank,

N.A. and its Affiliates, on the other hand. Without limiting the foregoing, the Loan Parties or their

Affiliates may provide information, including updates to previously provided information to JPMorgan

Chase Bank, N.A. and/or its Affiliates acting in different capacities, including as lender, lead bank,

arranger or potential securities investor, independent of such entity’s role as administrative agent

hereunder. The Lenders and Issuing Banks acknowledge that neither JPMorgan Chase Bank, N.A. nor its

Affiliates shall be under any obligation to provide any of the foregoing information to them.

Notwithstanding anything to the contrary set forth herein or in any other Loan Document, except for

notices, reports and other documents expressly required to be furnished to the Lenders by the

Administrative Agent herein or in any other Loan Document, the Administrative Agent shall not have any

duty or responsibility to provide, and shall not be liable for the failure to provide, any Lender with any

credit or other information concerning the Loans, the Lenders, the business, prospects, operations,

property, financial and other condition or creditworthiness of any of the Loan Parties or any of their

respective Affiliates that is communicated to, obtained by, or in the possession of, JPMorgan Chase Bank,

N.A. or any of its Affiliates in any capacity, including any information obtained by the Administrative

Agent in the course of communications among the Administrative Agent and any Loan Party, any

Affiliate thereof or any other Person. Notwithstanding the foregoing, any such information may (but shall

not be required to) be shared by the Administrative Agent with one or more Lenders, or any formal or

informal committee or ad hoc group of such Lenders, including at the direction of a Loan Party.

Each Lender, by delivering its signature page to this Agreement, or delivering its

signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall

become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and

approved, each Loan Document and each other document required to be delivered to, or be approved by

or satisfactory to, the Administrative Agent or the Lenders on the Closing Date that has been made

available by the Administrative Agent to the Lenders.

Each Lender (x) represents and warrants, as of the date such Person became a Lender

party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date

such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the

Arrangers, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan

Party, that at least one of the following is and will be true: (i) such Lender is not using “plan

assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with

respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,

the Letters of Credit, the Commitments or this Agreement, (ii) the transaction exemption set forth in one

or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent

qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving

insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving

insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions

involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

and this Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional

Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset

Manager made the investment decision on behalf of such Lender to enter into, participate in, administer

and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and

(D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are

satisfied with respect to such Lender’s entrance into, participation in, administration of and performance

of the Loans, the Letters of Credit, the Commitments and this Agreement or (iv) such other

representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in

its sole discretion, and such Lender.

In addition, unless either (1) sub-clause (i) in the immediately preceding paragraph is true

with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in

accordance with sub-clause (iv) in the immediately preceding paragraph, such Lender further (x)

represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,

from the date such Person became a Lender party hereto to the date such Person ceases being a Lender

party hereto, for the benefit of, the Administrative Agent and the Arrangers and not, for the avoidance of

doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a

fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this

Agreement (including in connection with the reservation or exercise of any rights by the Administrative

Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Each Lender and Issuing Bank hereby agrees that (a) if the Administrative Agent notifies

such Lender or Issuing Bank that the Administrative Agent has determined in its sole discretion that any

funds received by such Lender or Issuing Bank from the Administrative Agent or any of its Affiliates

(whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and

collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not

known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof),

such Lender or Issuing Bank, as the case may be, shall promptly, but in no event later than one Business

Day thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in

writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to

which such a demand was made in same day funds, together with interest thereon (except to the extent

waived in writing by the Administrative Agent) in respect of each day from and including the date such

Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is

repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the

Administrative Agent in accordance with banking industry rules on interbank compensation from time to

time in effect, and (b) to the extent permitted by applicable law, such Lender or Issuing Bank shall not

assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of

set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for

the return of any Payments received, including without limitation any defense based on “discharge for

value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing Bank under

this paragraph shall be conclusive, absent manifest error.

Each Lender or Issuing Bank hereby further agrees that if it receives a Payment from the

Administrative Agent or any of its Affiliates (a) that is in a different amount than, or on a different date

from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with

respect to such Payment (a “Payment Notice”) or (b) that was not preceded or accompanied by a Payment

Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.

Each Lender and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment

(or portion thereof) may have been sent in error, such Lender or Issuing Bank, as the case may be, shall

promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative

Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the

Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent

the amount of any such Payment (or portion thereof) as to which such a demand was made in same day

funds, together with interest thereon (except to the extent waived in writing by the Administrative

Agent)in respect of each day from and including the date such Payment (or portion thereof) was received

by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the

greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation from time to time in effect.

Each Loan Party hereby agrees that (a) in the event an erroneous Payment (or portion

thereof) is not recovered from any Lender or Issuing Bank that has received such Payment (or portion

thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or

Issuing Bank with respect to such amount and (b) an erroneous Payment shall not pay, prepay, repay,

discharge or otherwise satisfy any obligations owed by any Loan Party, except, in each case, to the extent

such erroneous Payment is, and solely with respect to the amount of such erroneous Payment that is,

comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for

the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any obligations of the

Loan Parties under this Agreement or the other Loan Documents. Further, nothing in this paragraph shall

be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating

the due date for), the obligations owed by any Loan Party relative to the amount and/or timing for

payment of such obligations that would have been payable had such erroneous Payment not been made by

the Administrative Agent.

Each party’s obligations under the three immediately preceding paragraphs shall survive

the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or

the replacement of, a Lender or Issuing Bank, the termination of the Commitments or the repayment,

satisfaction or discharge of all obligations under any Loan Document.

The Lenders irrevocably authorize the Administrative Agent to release its Liens on cash

collateral, if any, deposited by the Borrower pursuant to the terms hereof at such time or times as are

expressly provided therefor in Section 2.05(k) and at such other time as all Letters of Credit have expired

or terminated, the principal of and interest on each Loan and all fees and other amounts payable hereunder

have been paid in full (other than indemnities and other contingent obligations not then due and payable

and as to which no claim has been made) and the Commitments have expired or terminated.

The Borrower agrees that the Administrative Agent may, but shall not be obligated to,

make Communications available to the Lenders and the Issuing Banks by posting such Communication to

the Approved Electronic Platform. The Administrative Agent, the Lenders and the Issuing Banks agree

that the Borrower may, but shall not be obligated to, make any Borrower Communications to the

Administrative Agent through an Approved Borrower Portal.

Although each of the Approved Electronic Platform and the Approved Borrower Portal

and its primary web portal are secured with generally-applicable security procedures and policies

implemented or modified by the Administrative Agent from time to time (including, as of the Effective

Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through

a per-deal authorization method whereby each user may access the Approved Electronic Platform only on

a deal-by-deal basis, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees

that the distribution of material through an electronic medium is not necessarily secure, that the

Administrative Agent is not responsible for approving or vetting the representatives or contacts of any

Lender or Issuing Bank that are added to the Approved Electronic Platform or of any Loan Party that are

added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated

with such distribution. Each of the Lenders, the Issuing Banks and the Borrower hereby approves

distribution of the Communications through the Approved Electronic Platform and of the Borrower

Communications through the Approved Borrower Portal and understands and assumes the risks of such

distribution.

EACH OF THE APPROVED ELECTRONIC PLATFORM, THE COMMUNICATIONS

AND THE APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”.

THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR

COMPLETENESS OF THE COMMUNICATIONS OR THE BORROWER COMMUNICATIONS, OR

THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED

BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS

IN THE APPROVED ELECTRONIC PLATFORM, THE COMMUNICATIONS, THE APPROVED

BORROWER PORTAL OR THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY

KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF

THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE

BY THE APPLICABLE PARTIES IN CONNECTION WITH THE APPROVED ELECTRONIC

PLATFORM, THE COMMUNICATIONS, THE APPROVED BORROWER PORTAL OR THE

BORROWER COMMUNICATIONS. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT,

ANY ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,

“APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY

ISSUING BANK OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING

DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR

EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN

PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS

THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM OR ANY LOAN

PARTY’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET

OR THE APPROVED BORROWER PORTAL, EXCEPT, IN THE CASE OF ANY APPLICABLE

PARTY, TO THE EXTENT THAT SUCH DIRECT (BUT NOT, FOR THE AVOIDANCE OF DOUBT,

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE) DAMAGES ARE

FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT

JURISDICTION TO HAVE ARISEN FROM THE BAD FAITH, WILLFUL MISCONDUCT OR

GROSS NEGLIGENCE SUCH APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES OR

THE MATERIAL BREACH BY SUCH APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES

OF THE EXPRESS TERMS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

Each Lender and each Issuing Bank agrees that notice to it (as provided in the next

sentence) specifying that Communications have been posted to the Approved Electronic Platform shall

constitute effective delivery of the Communications to such Lender or Issuing Bank for purposes of the

Loan Documents. Each Lender and each Issuing Bank agrees (a) to notify the Administrative Agent in

writing (which could be by email) from time to time of such Lender’s or Issuing Bank’s, as applicable,

email address to which the foregoing notice may be sent by electronic transmission and (b) that the

foregoing notice may be sent to such email address.

Each of the Lenders, the Issuing Banks and the Borrower agrees that the Administrative

Agent may, but (except as may be required by applicable law) shall not be obligated to, store the

Communications on the Approved Electronic Platform and the Borrower Communications on the

Approved Borrower Portal in accordance with the Administrative Agent’s generally applicable document

retention procedures and policies.

Nothing herein shall prejudice the right of the Administrative Agent, any Lender, any

Issuing Bank or any Loan Party to give any notice or other communication pursuant to any Loan

Document in any other manner specified in such Loan Document.

Notwithstanding anything herein to the contrary, none of the Arrangers, the Syndication

Agents or the Documentation Agents shall have any duties or obligations under this Agreement or any

other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such

Persons shall have the benefit of the indemnities and exculpatory provisions provided for hereunder.

The provisions of this Article are solely for the benefit of the Administrative Agent, the

Lenders and the Issuing Banks and, except solely to the extent of the Borrower’s rights to consent

pursuant to and subject to the conditions set forth in this Article, none of the Loan Parties shall have any

rights as a third party beneficiary of any such provisions.

ARTICLE IX

Miscellaneous

SECTION 9.01.Notices. (a) Except in the case of notices and other communications

expressly permitted to be given by telephone and subject to paragraph (b) below, all notices and other

communications provided for herein shall be in writing and shall be delivered by hand or overnight

courier service, mailed by certified or registered mail or sent by email as follows:

(i)if to the Borrower or any Subsidiary Guarantor, to it at (or to it in care of)

Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio 45840, Attention of

Kelly S. Niese, Vice President Treasury (Telephone: ; Email: ;

(ii)if to the Borrower or any Subsidiary Guarantor in respect of any service

of process to be delivered to the Borrower or such Subsidiary Guarantor pursuant to Section

9.10(d), to it at (or to it in care of) Marathon Petroleum Corporation, 539 South Main Street,

Findlay, Ohio 45840, Attention of Chief Legal Officer and Corporate Secretary

(Telephone: ; Email: );

(iii)if to JPMorgan Chase Bank, N.A. in its capacity as the Administrative

Agent or the Swingline Lender from the Borrower or any Subsidiary Guarantor, to it at its address

(or telephone number or email address, as applicable) separately provided to the Borrower;

(iv)if to JPMorgan Chase Bank, N.A. in its capacity as the Administrative

Agent or the Swingline Lender from any other Lender or Issuing Bank, to it at its address (or

telephone number or email address, as applicable) set forth in its Administrative Questionnaire;

(v)if to an Issuing Bank, to it at its address (or telephone number or email

address, as applicable) as separately notified in writing by such Issuing Bank to the Borrower and

the Administrative Agent; and

(vi)if to any Lender, to it at its address (or telephone number or email

address, as applicable) set forth in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed

by certified or registered mail, shall be deemed to have been given when received; 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 (including

the Approved Electronic Platform) 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 or 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; and notices delivered through other electronic communications to

the extent provided in paragraph (b) of this Section shall be effective as provided in such paragraph.

(b)Notices and other communications to the Lenders and Issuing Banks hereunder

may, in addition to email, be delivered or furnished by other electronic communications (including any

Approved Electronic Platform) pursuant to procedures approved by the Administrative Agent; provided

that the foregoing shall not apply to notices under Article II to any Lender or Issuing Bank if such Lender

or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving

notices under such Article by such electronic communication. The Administrative Agent or the Borrower

may, in its discretion, in addition to email agree to accept notices and other communications to it

hereunder by other electronic communications (including the Approved Borrower Portal) pursuant to

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

or communications.

(c)Any party hereto may change its address, telephone number or email address for

notices and other communications hereunder by notice (i) in the case of the Borrower or any other Loan

Party, (A) with respect to any notice under paragraph (a)(ii) above, to the Administrative Agent and

(B) with respect to any other notice, to each other party hereto, (ii) in the case of any Lender, to the

Borrower and the Administrative Agent and (iii) in the case of any other party hereto, to each other party

hereto.

SECTION 9.02.Waivers; Amendments. (a) No failure or delay by the

Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or

under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise

of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or

power, preclude any other or further exercise thereof or the exercise of any other right or power. The

rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under

the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would

otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to

any departure by any Loan Party therefrom shall in any event be effective unless the same shall be

permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the

specific instance and for the specific purpose for which given. Without limiting the generality of the

foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any

Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had

notice or knowledge of such Default at the time.

(b)Subject to paragraph (c) of this Section, none of this Agreement, any other Loan

Document or any provision hereof or thereof may be waived, amended or modified except, in the case of

this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the

Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required

Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in writing

entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in

each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the

Commitment of any Lender, or change the currency in which Loans are available thereunder, without the

written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or

reduce the rate of interest thereon, or reduce any fees payable hereunder (in each case, other than as a

result of any waiver, postponement or other reduction of any default interest applicable pursuant to

Section 2.12(e)), without the written consent of each Lender affected thereby, (iii) postpone the scheduled

date of payment of the principal amount of any Loan or any LC Disbursement, or any interest thereon, or

any fees payable hereunder, or reduce the amount of, waive or excuse any such payment (in each case,

other than as a result of any waiver of any default interest applicable pursuant to Section 2.12(e)), or

postpone the scheduled date of expiration of any Commitment, without the written consent of each

Lender affected thereby, (iv) change Section 2.17(b) or 2.17(c) in a manner that would alter the pro rata

sharing of payments required thereby, without the written consent of each Lender, (v) change any of the

provisions of this Section or the percentage set forth in the definition of “Required Lenders” or any other

provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any

rights hereunder or make any determination or grant any consent hereunder, without the written consent

of each Lender or (vi) release the Guarantees of the Subsidiary Guarantors provided under the Subsidiary

Guarantee representing all or substantially all of the value of the Guarantees provided by the Subsidiary

Guarantors under the Subsidiary Guarantee, except as provided in Section 9.09, without the written

consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect

the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder

without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline

Lender, as the case may be.

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

(i)any provision of this Agreement or any other Loan Document may be

amended by an agreement in writing entered into by the Borrower and the Administrative Agent

to cure any ambiguity, omission, defect or inconsistency, in each case, of a technical nature;

(ii)no consent with respect to any amendment, waiver or other modification

of this Agreement or any other Loan Document shall be required of any Defaulting Lender,

except with respect to any amendment, waiver or other modification referred to in clause (i), (ii)

or (iii) of the first proviso in paragraph (b) of this Section and then only in the event such

Defaulting Lender shall be affected by such amendment, waiver or other modification;

(iii)the Borrower, the Administrative Agent and the Lenders consenting to

the Borrower’s request for any extension of the Maturity Date in accordance with Section 2.20 or

providing any Commitment Increase in accordance with Section 2.21 may enter into any

amendment necessary to implement the terms of such extension or the terms of such Commitment

Increase in accordance with the terms of this Agreement without the consent of any other Lender;

(iv)this Agreement may be amended in the manner provided in

Section 2.13(b); and

(v)subject to the first proviso of paragraph (b) of this Section, the Borrower,

the Administrative Agent and the applicable Issuing Bank may enter into agreements referred to

in Section 2.05(j), and the term “LC Commitment”, as such term is used in reference to such

Issuing Bank, may be modified as contemplated by the definition of such term, in each case

without consent of the Required Lenders.

(d)The Administrative Agent may, but shall have no obligation to, with the written

concurrence of any Lender, execute amendments, waivers or other modifications on behalf of such

Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.02 shall

be binding upon each Person that is at the time thereof a Lender and each Person that subsequently

becomes a Lender.

SECTION 9.03.Expenses; Indemnity; Limitation on Liabilities. (a) The Borrower

shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent,

the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and

disbursements of one firm of outside counsel for the Administrative Agent and the Arrangers (and, if

necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field,

as applicable, at any one time for the Administrative Agent, the Arrangers and their respective Affiliates

taken as a whole) in connection with the syndication of the Facility, the preparation and administration of

this Agreement and the other Loan Documents and any amendments, modifications or waivers of the

provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be

consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank

in connection with the issuance, amendment or extension of any Letter of Credit or any demand for

payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing

Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative

Agent, any Issuing Bank and any Lender, in connection with the enforcement, collection or protection of

its rights in connection with this Agreement and the other Loan Documents, including its rights under this

Section, or in connection with the Loans or Letters of Credit, including all such out-of-pocket expenses

incurred during any workout, restructuring or negotiations in respect of Loans or Letters of Credit.

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent

thereof), each Arranger, each Issuing Bank and each Lender, and each Related Party of any of the

foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee

harmless from, any and all Liabilities (and shall reimburse each Indemnitee upon demand for any

reasonable and documented out-of-pocket legal or other expenses incurred by such Indemnitee in

connection with investigating or defending any of the foregoing), incurred by any Indemnitee or asserted

against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such

Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or

delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated

hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or

thereunder or the consummation of any other transactions contemplated hereby or thereby, (ii) any Loan

or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to

honor a demand for payment under a Letter of Credit if the documents presented in connection with such

demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence

or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of

its subsidiaries giving rise to liability or obligations of the Borrower or any of its Subsidiaries under any

Environmental Law, or any Environmental Liability related in any way to the Borrower or any of its

subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any

of the foregoing, whether based on contract, tort or any other theory and regardless of whether any

Indemnitee is a party thereto and regardless of whether brought by a third party or by the Borrower or any

of its Affiliates and regardless of any exclusive or contributory negligence of any Indemnitee; provided

that (A) the foregoing indemnity shall not, as to any Indemnitee, be available to the extent that such

Liabilities or related expenses (x) are found by a final, non-appealable judgment of a court of competent

jurisdiction to arise out of the bad faith, willful misconduct or gross negligence of such Indemnitee or the

material breach by such Indemnitee of the express terms of the Loan Documents or (y) arise out of any

claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or

any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee, provided that this

clause (y) shall not limit the Borrower’s obligation to indemnify and hold harmless the Administrative

Agent, any Arranger, any other titled person or any Issuing Bank, in each case, in its capacity or in

fulfilling its role as such; (B) the Borrower shall not, in connection with any such proceeding or related

proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel

(and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory

field, as applicable, at any one time for the Indemnitees as a whole); provided that in the case of a conflict

of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict, the

Borrower shall be responsible for the reasonable fees and expenses of one additional firm of counsel (and,

if necessary, one additional firm of local and regulatory counsel in each appropriate jurisdiction and

regulatory field, as applicable) for each such affected Indemnitee (or the affected Indemnitees that are

similarly situated); (C) each Indemnitee shall consult with the Borrower from time to time at the request

of the Borrower regarding the conduct of the defense in any such proceeding (other than in respect of

proceedings in which the Borrower or any of its Affiliates is a party adverse to such Indemnitee); and (D)

the Borrower shall not be obligated to pay an amount of any settlement entered into without its consent

(which shall not be unreasonably withheld), except if such settlement shall have been entered into more

than 90 days after receipt by the Borrower of a request by an Indemnitee for reimbursement of its legal or

other expenses incurred in connection with such proceeding and the Borrower shall not have either (x)

reimbursed such Indemnitee therefor in accordance with, and to the extent required by, this paragraph

prior to the date of such settlement or (y) provided written notice to such Indemnitee that it disputes such

Indemnitee’s claim for indemnification under this paragraph with respect to such proceeding. This

Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or

damages arising from any non-Tax claim.

(c)To the extent that the Borrower fails to pay any amount required to be paid by it

to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any

Related Party of any of the foregoing under paragraph (a) or (b) of this Section (and without limiting the

Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any

sub-agent thereof), such Issuing Bank, the Swingline Lender or such Related Party, as the case may be,

such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense

or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or

indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or

asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline

Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the

Administrative Agent (or any such sub-agent), any Issuing Bank or the Swingline Lender in connection

with such capacity.

(d)To the extent permitted by applicable law and without limiting in any way the

Borrower’s or any other Loan Party’s reimbursement or indemnification obligations set forth in paragraph

(a) or (b) of this Section or in any other Loan Document, no party hereto shall assert, or permit any of its

Affiliates or Related Parties to assert, and each party hereto hereby waives, any Liabilities against any

other party hereto (and, in the case of the Borrower, against any Lender-Related Person), on any theory of

liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)

arising out of, in connection with, or as a result of, this Agreement or any other Loan Document or any

agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or

thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The Borrower agrees that no

Lender-Related Person shall have any Liabilities, on any theory of liability, arising from, or be

responsible for, the use by others of information or other materials (including any personal data) obtained

through electronic, telecommunications or other information transmission systems (including the Internet

and the Approved Electronic Platform) in connection with this Agreement or the other Loan Documents

or the transactions contemplated hereby or thereby; provided that the foregoing shall not apply to the

extent such Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction

to have arisen from the bad faith, willful misconduct or gross negligence of such Lender-Related Person

or the material breach by such Lender-Related Person of the express terms of this Agreement or the other

Loan Documents.

(e)All amounts due under this Section shall be payable promptly after written

demand therefor.

SECTION 9.04.Successors and Assigns. (a) The provisions of this Agreement shall

be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns

permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that

(i) except as expressly provided in Section 6.03, the Borrower may not assign or otherwise transfer any of

its rights or obligations hereunder without the prior written consent of the Administrative Agent and each

Lender (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 any of its rights or obligations hereunder except

in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to

confer upon any Person (other than the parties hereto, their respective successors and assigns permitted

hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the

extent provided in paragraph (c) of this Section), the Arrangers, the Syndication Agent, the

Documentation Agents and, to the extent expressly contemplated hereby, the sub-agents of the

Administrative Agent and the Related Parties of any of the Administrative Agent, the Arrangers, the

Syndication Agent, the Documentation Agents, the Issuing Banks and the Lenders) any legal or equitable

right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may

assign to one or more Eligible Assignees all or a portion of its rights and obligations under this

Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the

prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A)the Borrower; provided that no consent of the Borrower shall be

required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund

or (y) if an Event of Default described in clause (a), (b), (h) or (i) under Article VII has

occurred and is continuing, any other assignee; 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 10 Business Days after having received

written notice thereof; provided further that it shall not be considered unreasonable for

the Borrower to withhold consent to the assignment if the Borrower reasonably believes

such assignment may be to a Specified Foreign Entity or if the Borrower does not receive

documentation or information from the applicable Eligible Assignee relating to such

Eligible Assignee or its Affiliates that the Borrower reasonably requests solely for the

purpose of determining whether such Eligible Assignee is or is not a Specified Foreign

Entity, it being agreed that (x) no Eligible Assignee shall be required to provide any

documentation or information of the type referred to in the proviso to Section 2.18(c) (as

if references in such proviso to a Lender were references to the applicable Eligible

Assignee) and (y) any documentation or information so provided by any Eligible

Assignee shall be subject to the provisions of Section 9.13(b) to the same extent as if

such documentation or information were furnished by a Lender (and the applicable

Eligible Assignee shall be a third party beneficiary of Section 9.13(b) to such extent);

(B)the Administrative Agent; provided that no consent of the

Administrative Agent shall be required for an assignment of any Loans or Commitments

to any Lender, any Affiliate of a Lender or any Approved Fund;

(C)in the case of an assignment of any Commitment or LC

Exposure, each Issuing Bank; and

(D)in the case of an assignment of any Commitment or Swingline

Exposure, the Swingline Lender.

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

(A)except in the case of an assignment to a Lender, an Affiliate of a

Lender or an Approved Fund or an assignment of the entire remaining amount of the

assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of

the assigning Lender subject to each such assignment (determined as of the date the

Assignment and Assumption with respect to such assignment is delivered to the

Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower

and the Administrative Agent otherwise consent (not to be unreasonably withheld,

conditioned or delayed); provided that no such consent of the Borrower shall be required

if an Event of Default has occurred and is continuing; 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 10 Business Days after having

received written notice thereof;

(B)each partial assignment shall be made as an assignment of a

proportionate part of all the assigning Lender’s rights and obligations under this

Agreement with respect to the Loans and the Commitment assigned;

(C)the parties to each assignment shall execute and deliver to the

Administrative Agent an Assignment and Assumption (or an agreement incorporating by

reference a form of Assignment and Assumption posted on the Approved Electronic

Platform), together with a processing and recordation fee of $3,500;

(D)the assignee, if it shall not be a Lender, shall deliver to the

Administrative Agent an Administrative Questionnaire in which the assignee designates

one or more Credit Contacts to whom all syndicate-level information (which may contain

MNPI) will be made available and who may receive such information in accordance with

the assignee’s compliance procedures and applicable laws, including United States

Federal and state securities laws;

(E)the assignee, if it shall not be a Lender, shall be required to

execute and deliver the applicable forms to the extent required under Section 2.16(f) for

any Lender, and no assignment shall be effective unless and until such forms are so

delivered; and

(F)the assignment shall be recorded in the Register as required

under Section 9.04(b)(v), and no assignment shall be effective unless and until such

assignment is so recorded.

(iii)Subject to acceptance and recording thereof pursuant to paragraph (b)(v)

of this Section, from and after the effective date specified in each Assignment and Assumption,

the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such

Assignment and Assumption, have the rights and obligations 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 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by

a Lender of rights or obligations under this Agreement that does not comply with this Section

9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in

such rights and obligations in accordance with paragraph (c) of this Section 9.04.

(iv)The Administrative Agent, acting for this purpose as a non-fiduciary

agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and

Assumption delivered to it and records of the names and addresses of the Lenders, and the

Commitment of, and principal amount of (and stated interest on) the Loans and LC

Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the

“Register”). The entries in the Register shall be conclusive absent manifest error, and the

Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person

whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all

purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be

available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable

time and from time to time upon reasonable prior notice. The Register is intended to cause the

Loans and the Commitments hereunder to be in registered form within the meaning of Sections

5f.103-1(c) and 1.871-14(c) of the United States Treasury Regulations and within the meaning of

Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

(v)Upon its receipt of a duly completed Assignment and Assumption (or an

agreement incorporating by reference a form of Assignment and Assumption posted on the

Approved Electronic Platform) executed by an assigning Lender and an assignee, the assignee’s

completed Administrative Questionnaire and the applicable forms to the extent required under

Section 2.16(f) (unless the assignee shall already be a Lender hereunder), the processing and

recordation fee referred to in paragraph (b) of this Section and any written consent to such

assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such

Assignment and Assumption and record the information contained therein in the Register;

provided that the Administrative Agent shall not be required to accept such Assignment and

Assumption or record the information therein in the Register if the Administrative Agent

reasonably believes that such Assignment and Assumption lacks any written consent required by

this Section or is otherwise not in proper form, it being acknowledged that the Administrative

Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or

confirming the receipt) of any such written consent or with respect to the form of (or any defect

in) such Assignment and Assumption, any such duty and obligation being solely with the

assigning Lender and the assignee. Each assigning Lender and the assignee, by its execution and

delivery of an Assignment and Assumption (or an agreement incorporating by reference a form of

Assignment and Assumption posted on the Approved Electronic Platform), shall be deemed to

have represented to the Administrative Agent that all written consents required by this Section

with respect thereto (other than the consent of the Administrative Agent) have been obtained and

that such Assignment and Assumption (or an agreement incorporating by reference a form of

Assignment and Assumption posted on the Approved Electronic Platform) is otherwise duly

completed and in proper form, and each assignee, by its execution and delivery of an Assignment

and Assumption, shall be deemed to have represented to the assigning Lender and the

Administrative Agent that such assignee is an Eligible Assignee and is otherwise eligible to be a

Lender hereunder. No assignment shall be effective for purposes of this Agreement unless it has

been recorded in the Register as provided in this paragraph.

(c)Any Lender may, without the consent of the Borrower, the Administrative Agent,

any Issuing Bank or the Swingline Lender, sell participations to one or more Eligible Assignees (each, a

“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including

all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations

under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the

other parties hereto for the performance of such obligations; and (iii) the Borrower, the Administrative

Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such

Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or

instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall

retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of

any provision of this Agreement or any other Loan Document; provided that such agreement or

instrument may provide that such Lender will not, without the consent of the Participant, agree to any

amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such

Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14,

2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under

Section 2.16(f) (it being understood that the documentation required under Section 2.16(f) shall be

delivered to the participating Lender) and Section 2.18(c) (it being understood that the documentation

required under Section 2.18(c) shall be delivered to the Borrower) to the same extent as if it were a

Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that

(A) such Participant agrees to be subject to the provisions of Sections 2.16 (including Section 2.16(f)),

Sections 2.17 and 2.18 (including Section 2.18(c)) as if it were a Lender and had acquired its interest by

assignment pursuant to paragraph (b) of this Section; and (B) such Participant shall not be entitled to

receive any greater payment under Sections 2.14 or 2.16, with respect to any participation, than its

participating Lender would have been entitled to receive, except to the extent such entitlement to receive a

greater payment results from a Change in Law that occurs after the Participant acquired the applicable

participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use

reasonable efforts to cooperate with the Borrower to effectuate the provisions of Sections 2.18(b) and

2.18(c) with respect to any Participant. To the extent permitted by law, each Participant also shall be

entitled to the benefits of Section 9.08 as though it were a Lender, provided that such Participant agrees to

be subject to Sections 2.17(c) and 2.18(c) as though it were a Lender. Each Lender that sells a

participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a

interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the

“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of

the Participant Register to any Person (including the identity of any Participant or any information

relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations

under any Loan Document) except to the Borrower as provided above and to the extent that such

disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in

registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the

Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person

whose name is recorded in the Participant Register as the owner of such participation for all purposes of

this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, (x) the Participant

the meaning of Sections 5f.103-1(c) and 1.871-14(c) of the United States Treasury Regulations and within

the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and (y) 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.

SECTION 9.05.Survival. All covenants, agreements, representations and warranties

made by the Borrower and the other Loan Parties herein and in the other Loan Documents and in the

certificates or other instruments delivered in connection with or pursuant to this Agreement or any other

Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive

the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans

and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on

its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender or any

Related Party of any of the foregoing may have had notice or knowledge of any Default or incorrect

representation or warranty at the time this Agreement or any other Loan Document is executed and

delivered or any credit is extended hereunder, and shall continue in full force and effect as long as the

principal of or any accrued interest on any Loan or any fee or any other amount payable (other than

indemnities and other contingent obligations not then due and payable and as to which no claim has been

made) under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of

Credit is outstanding and so long as the Commitments have not expired or terminated. Notwithstanding

the foregoing or anything else to the contrary set forth in this Agreement or any other Loan Document, in

the event that an Issuing Bank shall have provided to the Administrative Agent a written consent to the

release of the Lenders from their obligations hereunder with respect to any Letter of Credit issued by such

Issuing Bank (whether as a result of the obligations of the Borrower in respect of such Letter of Credit

having been collateralized in full by a deposit of cash with such Issuing Bank, or being supported by a

letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and

after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all

purposes of this Agreement and the other Loan Documents (including for purposes of determining

whether the Borrower is required to comply with Articles V and VI hereof, but excluding Sections 2.14,

2.15, 2.16 and 9.03 hereof and any expense reimbursement or indemnity provisions set forth in any other

Loan Document), and the Lenders shall be deemed to have no participations in such Letter of Credit, and

no obligations with respect thereto, under Section 2.05(d) or 2.05(e). The provisions of Sections 2.14,

2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the

consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or

termination of the Letters of Credit and the Commitments or the termination of this Agreement or any

provision hereof.

SECTION 9.06.Counterparts; Integration; Effectiveness; Electronic Execution.

(a) This Agreement may be executed in counterparts (and by different parties hereto on different

counterparts), each of which shall constitute an original, but all of which when taken together shall

constitute a single contract. This Agreement, any other Loan Documents and any letter agreements with

respect to fees payable to the Administrative Agent, the Arrangers (including on behalf of the Lenders) or

the Issuing Banks constitute the entire contract among the parties relating to the subject matter hereof and

supersede any and all previous agreements and understandings, oral or written, relating to the subject

matter hereof (but do not supersede any provisions of any commitment letter entered into in connection

with the Facility that by the terms of such commitment letter survive the effectiveness of this Agreement).

Subject to Section 4.01, this Agreement shall become effective when it shall have been executed by the

Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,

when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding

upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b)Delivery of an executed counterpart of a signature page (including any Electronic

Signature) of this Agreement, any other Loan Document or any document, amendment, approval, consent,

information, notice (including any notice delivered pursuant to Section 9.01), certificate, request,

statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the

transactions contemplated hereby and/or thereby (each an “Ancillary Document”) by emailed .pdf or any

other electronic means that reproduces an image of the actual executed signature page shall be effective as

delivery of a manually executed counterpart hereof or thereof. The words “execution”, “signed”,

“signature”, “delivery” and words of like import in or relating to this Agreement, any other Loan

Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or

the keeping of records in any electronic form (including deliveries by emailed .pdf or any other electronic

means that reproduces an image of an actual executed signature page), each of which shall be of the same

legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the

use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require

the Administrative Agent to accept Electronic Signatures in any form or format without its prior written

consent and pursuant to procedures approved by it; provided further, without limiting the foregoing, (i) to

the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative

Agent and each of the Lenders and Issuing Banks shall be entitled to rely in good faith on such Electronic

Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further

verification thereof and without any obligation to review the appearance or form of any such Electronic

Signature and (ii) upon the request of the Administrative Agent, any Lender or any Issuing Bank, any

Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting

the generality of the foregoing, the parties hereto hereby (A) agree that, for all purposes, including

without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy

proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the other Loan

Parties, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces

an image of an actual executed signature page and/or any electronic images of this Agreement, any other

Loan Document and/or any Ancillary Document shall have the same legal effect, validity and

enforceability as any paper original, (B) agree that the Administrative Agent and each of the Lenders and

Issuing Banks may, at its option, create one or more copies of this Agreement, any other Loan Document

and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be

deemed created in the ordinary course of such Person’s business, and destroy the original paper document

(and all such electronic records shall be considered an original for all purposes and shall have the same

legal effect, validity and enforceability as a paper record) and (C) waive any argument, defense or right to

contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any

Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan

Document and/or such Ancillary Document, respectively, including with respect to any signature pages

thereto.

SECTION 9.07.Severability. Any provision of this Agreement held to be invalid,

illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of

the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction

shall not invalidate such provision in any other jurisdiction.

SECTION 9.08.Right of Setoff. If an Event of Default shall have occurred and be

continuing, each Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at

any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any

and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any

time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing

Bank or any such Affiliate to or for the credit or the account of the Borrower against any and all of the

obligations of the Borrower existing under this Agreement held by such Lender, such Issuing Bank or

their respective Affiliates which are then due and payable, irrespective of whether or not such Lender,

Issuing Bank or Affiliate shall have made any demand under this Agreement and although such

obligations of the Borrower are owed to a branch, office or Affiliate of such Lender or such Issuing Bank

different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness;

provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all

amounts so set off shall be paid over immediately to the Administrative Agent for further application in

accordance with the terms hereof and, pending such payment, shall be segregated by such Defaulting

Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the

Issuing Banks and the Lenders and (b) the Defaulting Lender shall provide promptly to the

Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting

Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and

their respective Affiliates under this Section are in addition to other rights and remedies (including other

rights of setoff) which such Lender, such Issuing Bank or their respective Affiliates may have. Each

Lender and Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent after any

such setoff and application by such Lender, provided that the failure to give such notice shall not affect

the validity of such setoff and application.

SECTION 9.09.Subsidiary Guarantees. (a) The Borrower may (but is not required

to), at any time upon three Business Days’ notice to the Administrative Agent, cause any of its Domestic

Subsidiaries to become a Subsidiary Guarantor, in each case, by such Subsidiary executing and delivering

to the Administrative Agent the Subsidiary Guarantee (or a supplement thereto in the form specified

therein), together with such customary legal opinions (which may be opinions of in-house counsel),

corporate documents, secretary’s certificates, good standing certificates and evidence of authority as the

Administrative Agent may reasonably request.

(b)So long as no Default has occurred and is continuing (or would result from such

release), (i) if all of the Equity Interests in a Subsidiary Guarantor that are owned by the Borrower or any

Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement

or (ii) if, immediately after giving effect to the release of any Subsidiary Guarantor’s Subsidiary

Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01,

then, in each case, promptly following the Borrower’s request, the Administrative Agent shall execute a

release of such Subsidiary Guarantor from its Subsidiary Guarantee. In connection with an execution by

the Administrative Agent of any such release, upon request of the Administrative Agent the Borrower

shall deliver a certificate of a Responsible Officer of the Borrower as to the satisfaction of the

requirements to such release set forth in the immediately preceding sentence. Any execution and delivery

of any release documents by the Administrative Agent pursuant to this paragraph shall be without

recourse or warranty by the Administrative Agent.

SECTION 9.10.Governing Law; Jurisdiction; Consent to Service of Process. (a)

This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action

(whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any

other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the

transactions contemplated hereby and thereby shall be construed in accordance with and governed by the

law of the State of New York.

(b)Each party hereto hereby irrevocably and unconditionally submits, for itself and

its property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York

County and of the United States District Court of the Southern District of New York sitting in New York

County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to

this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and

each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such

action or proceeding shall be heard and determined exclusively in such New York State or, to the extent

permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action

or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in

any other manner provided by applicable law. Nothing in this Agreement or any other Loan Document

shall (i) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision

or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they

were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106,

4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (ii)

affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any

Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue

with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights

of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own

jurisdiction submission clause.

(c)Each party hereto hereby irrevocably and unconditionally waives, to the fullest

extent permitted by applicable law, any objection which it may now or hereafter have to the laying of

venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan

Document in any court referred to in paragraph (b) of this Section. Each party hereto hereby irrevocably

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of

such action or proceeding in any such court.

(d)Each party hereto hereby irrevocably consents to service of process in the manner

provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this

Agreement to serve process in any other manner permitted by applicable law.

SECTION 9.11.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY

OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE

BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION.

SECTION 9.12.Headings. Article and Section headings and the Table of Contents

used herein are for convenience of reference only, are not part of this Agreement and shall not affect the

construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.13.Confidentiality. (a) Each of the Administrative Agent, the Issuing

Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below),

except that Information may be disclosed (i) to its Affiliates and its and its Affiliates’ Related Parties,

including accountants, legal counsel and other advisors (it being understood that the Persons to whom

such disclosure is made will be informed of the confidential nature of such Information and instructed to

keep such Information confidential or shall be subject to a professional obligation of confidentiality), (ii)

upon the request or demand of any regulatory authority (including any self-regulatory authority) having or

purporting to have jurisdiction over the Administrative Agent, such Issuing Bank or such Lender, as

applicable, or its Affiliates (in which case such Person shall, except with respect to any audit or

examination conducted by bank accountants or any governmental bank regulatory authority exercising

examination or regulatory authority, (x) promptly notify the Borrower in advance of such disclosure, to

the extent permitted by law, and reasonably cooperate with the Borrower in any legal efforts to protect the

confidentiality of such Information, and (y) so furnish only that portion of such Information which the

applicable Person is legally required to disclose), (iii) to the extent required by any legal, judicial,

administrative proceeding or other process or otherwise as required by applicable law or regulations (in

which case the Administrative Agent, such Issuing Bank or such Lender, as applicable, shall (x) promptly

notify the Borrower in advance of such disclosure, to the extent permitted by law, and reasonably

cooperate with the Borrower in any legal efforts to protect the confidentiality of such Information, and (y)

so furnish only that portion of such Information which the applicable Person is legally required to

disclose), (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies

hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the

enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing confidentiality

undertakings substantially similar to those of this Section 9.13(a), (x) to any assignee of or Participant in,

or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or

(y) any actual or prospective counterparty (or its Related Parties) to any swap, securitization or derivative

transaction relating to the Borrower or any of its Affiliates and their respective obligations, (vii) with the

consent of the Borrower, (viii) to the extent such Information (x) becomes publicly available other than as

a result of a breach of this Section 9.13(a) or (y) becomes available to the Administrative Agent, any

Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower or any of its

Affiliates, (ix) on a confidential basis to (x) any rating agency in connection with rating the Borrower or

its Subsidiaries or the Facility, (y) the CUSIP Service Bureau or any similar agency in connection with

the issuance and monitoring of CUSIP numbers with respect to the Facility or (z) any credit insurance

provider relating to the Borrower and its obligations, (x) to market data collectors, similar service

providers, including league table providers, to the lending industry, in each case, information of the type

routinely provided to such providers and (xi) to service providers to the Administrative Agent or any of

the Lenders in connection with the administration or servicing of this Agreement, the other Loan

Documents and the Commitments. For the purposes of this Section 9.13(a), “Information” means all

information received from the Borrower or any of its Affiliates relating to the Borrower or any of its

Affiliates (including, for the avoidance of doubt, any of their respective subsidiaries) or their business,

other than any such information that is available to the Administrative Agent, any Issuing Bank or any

Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Affiliates. Any Person

required to maintain the confidentiality of Information as provided in this Section 9.13(a) shall be

considered to have complied with its obligation to do so if such Person has exercised the same degree of

care to maintain the confidentiality of such Information as such Person would accord to its own

confidential information.

(b)The Borrower agrees to maintain the confidentiality of any information furnished

to it by any Lender pursuant to Section 2.18(c) relating to such Lender, except that such information may

be disclosed (i) to its Affiliates and its and its Affiliates’ Related Parties, including accountants, legal

counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be

informed of the confidential nature of such information and instructed to keep such information

confidential or shall be subject to a professional obligation of confidentiality), (ii) upon the request or

demand of any regulatory authority (including any self-regulatory authority) having or purporting to have

jurisdiction over the Borrower or its Affiliates (in which case such Person shall (x) promptly notify such

Lender in advance of such disclosure, to the extent permitted by law, and reasonably cooperate with such

Lender in any legal efforts to protect the confidentiality of such information, and (y) so furnish only that

portion of such information which the applicable Person is legally required to disclose), (iii) to the extent

required by any legal, judicial, administrative proceeding or other process or otherwise as required by

applicable law or regulations (in which case the Borrower shall (x) promptly notify such Lender in

advance of such disclosure, to the extent permitted by law, and reasonably cooperate with such Lender in

any legal efforts to protect the confidentiality of such information, and (y) so furnish only that portion of

such information which the applicable Person is legally required to disclose), (iv) with the consent of such

Lender or (v) to the extent such information (x) becomes publicly available other than as a result of a

breach of this Section 9.13(b) or (y) becomes publicly available to the Borrower on a nonconfidential

basis from a source other than such Lender or any of its Affiliates.

(c)For the avoidance of doubt, nothing herein shall prohibit any Person from

voluntarily disclosing or providing any information within the scope of Sections 9.13(a) and 9.13(b), as

applicable, to any Governmental Authority or self-regulatory authority to the extent that any such

prohibition on disclosure set forth in such Sections shall be prohibited by the laws or regulations of, or

applicable to, such Governmental Authority or self-regulatory authority.

(d)EACH LENDER ACKNOWLEDGES THAT INFORMATION (INCLUDING

REQUESTS FOR AMENDMENTS, CONSENTS AND WAIVERS) FURNISHED TO IT PURSUANT

TO THIS AGREEMENT MAY INCLUDE MNPI, AND CONFIRMS THAT IT HAS DEVELOPED

COMPLIANCE PROCEDURES REGARDING THE USE OF MNPI AND THAT IT WILL HANDLE

MNPI IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING

FEDERAL, STATE AND FOREIGN SECURITIES LAWS.

(e)ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND

AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT

PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE

SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MNPI. ACCORDINGLY, EACH

LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT

HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO

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MAY RECEIVE INFORMATION THAT MAY CONTAIN MNPI IN ACCORDANCE WITH ITS

COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.14.Interest Rate Limitation. Notwithstanding anything herein to the

contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other

amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”),

shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged,

taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate

of interest payable in respect of such Loan hereunder, together with all Charges payable in respect

thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that

would have been payable in respect of such Loan but were not payable as a result of the operation of this

Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans

or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,

together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by

such Lender.

SECTION 9.15.Acknowledgment and Consent to Bail-In of Affected Financial

Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,

arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability

of any Affected Financial Institution arising under any Loan Document, to the extent such liability is

unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution

Authority and agrees and consents to, and acknowledges to be bound by:

(a)the application of any Write-Down and Conversion Power by any the applicable

Resolution Authority to any such liabilities arising hereunder that may be payable to it by any

party hereto that is an Affected Financial Institution; and

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

a reduction in full or in part or cancelation of any such liability, (ii) a conversion of all, or a

portion of, such liability into shares or other instruments of ownership in such Affected Financial

Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred

on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any

rights with respect to any such liability under this Agreement or any other Loan Document or (iii)

the variation of the terms of such liability in connection with the exercise of the Write-Down and

Conversion Powers of the applicable Resolution Authority.

SECTION 9.16.Certain Notices. Each Lender that is subject to the requirements of

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

Act”) and/or the Beneficial Ownership Regulation hereby notifies the Borrower and the Subsidiary

Guarantors that pursuant to the requirements of the USA Patriot Act and the Beneficial Ownership

Regulation, it is required to obtain, verify and record information that identifies the Borrower and the

Subsidiary Guarantors, which information includes the name and address of the Borrower and each

Subsidiary Guarantor and other information that will allow such Lender to identify the Borrower and the

Subsidiary Guarantors in accordance with the USA Patriot Act and the Beneficial Ownership Regulation.

SECTION 9.17.No Fiduciary Relationship. The Borrower, on behalf of itself and its

Subsidiaries, agrees that (a) in connection with all aspects of the transactions contemplated hereby and

any communications in connection therewith, the Borrower, its Subsidiaries and their Affiliates, on the

one hand, and the Administrative Agent, the Issuing Banks, the Lenders and their Affiliates, on the other

hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary

duty on the part of the Administrative Agent, the Issuing Banks, the Lenders and their Affiliates, and no

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such duty will be deemed to have arisen in connection with any such transactions or communications, and

(b) the Administrative Agent, the Issuing Banks, the Lenders and their Affiliates may have economic

interests that conflict with those of the Borrower, its Subsidiaries and their Affiliates, and none of the

Administrative Agent, the Issuing Banks, the Lenders and their Affiliates has any obligation to disclose

any of such interests to the Borrower or any of its Subsidiaries. To the fullest extent permitted by law, the

Borrower, on behalf of itself and its Subsidiaries, agrees not to assert any claims against the

Administrative Agent, the Lenders and their Affiliates with respect to any breach or alleged breach of

fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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