Exhibit 10.9

Execution Version

BRIDGE LOAN CREDIT AGREEMENT

dated as of March 2, 2026

among

SPACE EXPLORATION TECHNOLOGIES CORP.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO,

as the Guarantors,

GOLDMAN SACHS BANK USA,

as the Administrative Agent,

BANK OF AMERICA, N.A.,

CITIBANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Co-Syndication Agents,

and

The Other Lenders Party Hereto,

GOLDMAN SACHS BANK USA,

BOFA SECURITIES, INC.,

CITIBANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


Section		Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS			1

	1.01	Defined Terms ........................................................................................................................	1
	1.02	Other Interpretive Provisions ...............................................................................................	33
	1.03	Accounting Terms. .................................................................................................................	34
	1.04	Rounding .................................................................................................................................	35
	1.05	Times of Day ...........................................................................................................................	35
	1.06	[Reserved] ...............................................................................................................................	35
	1.07	Interest Rates; Licensing .......................................................................................................	35
	1.08	Covenant Compliance.. ..........................................................................................................	35

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS			36

	2.01	Committed Loans ...................................................................................................................	36
	2.02	Committed Borrowings; Conversions and Continuations of Committed Loans. ............	36
	2.03	[Reserved]. ..............................................................................................................................	37
	2.04	[Reserved]. ..............................................................................................................................	37
	2.05	Prepayments. ..........................................................................................................................	37
	2.06	Termination or Reduction of Aggregate Commitments .....................................................	38
	2.07	Repayment of Loans.. ............................................................................................................	39
	2.08	Interest. ...................................................................................................................................	39
	2.09	Fees ..........................................................................................................................................	39
	2.10	Computation of Interest and Fees. ......................................................................................	40
	2.11	Evidence of Debt. ...................................................................................................................	40
	2.12	Payments Generally; Administrative Agent’s Clawback. ..................................................	40
	2.13	Sharing of Payments by Lenders ..........................................................................................	42
	2.14	Extension of Maturity Date. ..................................................................................................	43
	2.15	[Reserved]. ..............................................................................................................................	44
	2.16	[Reserved]. ..............................................................................................................................	44
	2.17	Defaulting Lenders. ................................................................................................................	44

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY			45

	3.01	Taxes. .......................................................................................................................................	45
	3.02	Illegality ..................................................................................................................................	48
	3.03	Inability to Determine Rates. ................................................................................................	49
	3.04	Increased Costs. ......................................................................................................................	51
	3.05	Compensation for Losses .......................................................................................................	52
	3.06	Mitigation Obligations; Replacement of Lenders. ..............................................................	53
	3.07	Survival ...................................................................................................................................	53

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			53

	4.01	Conditions to Closing Date ....................................................................................................	53
	4.02	Conditions to Borrowings After the Closing Date ..............................................................	55

ARTICLE V. REPRESENTATIONS AND WARRANTIES			56

	5.01	Existence, Qualification and Power ......................................................................................	56
	5.02	Authorization; No Contravention ........................................................................................	56
	5.03	Governmental Consents ........................................................................................................	57
	5.04	Binding Effect .........................................................................................................................	57
	5.05	Financial Statements; No Material Adverse Effect. ...........................................................	57
	5.06	Litigation .................................................................................................................................	58
	5.07	No Default ...............................................................................................................................	58
	5.08	Environmental Compliance ..................................................................................................	58


	5.09	Payment of Taxes ...................................................................................................................	58
	5.10	ERISA Compliance. ...............................................................................................................	59
	5.11	Margin Regulations; Investment Company Act. ................................................................	60
	5.12	Disclosure ................................................................................................................................	60
	5.13	Compliance with Laws and Material Contractual Obligations .........................................	60
	5.14	Intellectual Property; Licenses, Etc. ....................................................................................	61
	5.15	Solvency ..................................................................................................................................	61
	5.16	OFAC ......................................................................................................................................	61
	5.17	Anti-Corruption Laws ...........................................................................................................	61
	5.18	Affected Financial Institutions ..............................................................................................	61
	5.19	Covered Entities .....................................................................................................................	61
	5.20	Employee Matters ..................................................................................................................	61

ARTICLE VI. AFFIRMATIVE COVENANTS			62

	6.01	Financial Statements ..............................................................................................................	62
	6.02	Certificates; Other Information ...........................................................................................	62
	6.03	Notices .....................................................................................................................................	64
	6.04	Payment of Obligations .........................................................................................................	64
	6.05	Preservation of Existence ......................................................................................................	65
	6.06	Maintenance of Properties ....................................................................................................	65
	6.07	Compliance with Laws ..........................................................................................................	65
	6.08	Books and Records .................................................................................................................	65
	6.09	Inspection Rights ....................................................................................................................	65
	6.10	Use of Proceeds .......................................................................................................................	66
	6.11	Guarantors ..............................................................................................................................	66
	6.12	Anti-Corruption Laws; Sanctions ........................................................................................	66
	6.13	Post-Closing Obligations.. .....................................................................................................	66

ARTICLE VII. NEGATIVE COVENANTS			66

	7.01	Liens ........................................................................................................................................	66
	7.02	Subsidiary Indebtedness ........................................................................................................	70
	7.03	Fundamental Changes ...........................................................................................................	74
	7.04	Change in Nature of Business ...............................................................................................	75
	7.05	Use of Proceeds .......................................................................................................................	75
	7.06	Financial Covenant. ...............................................................................................................	76
	7.07	Sanctions .................................................................................................................................	76
	7.08	Anti-Corruption Laws ...........................................................................................................	76

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES			76

	8.01	Events of Default ....................................................................................................................	76
	8.02	Remedies Upon Event of Default ..........................................................................................	78
	8.03	Application of Funds ..............................................................................................................	78

ARTICLE IX. ADMINISTRATIVE AGENT			79

	9.01	Appointment and Authority ..................................................................................................	79
	9.02	Rights as a Lender .................................................................................................................	79
	9.03	Exculpatory Provisions ..........................................................................................................	79
	9.04	Reliance by Administrative Agent ........................................................................................	80
	9.05	Delegation of Duties ...............................................................................................................	81
	9.06	Resignation of Administrative Agent. ..................................................................................	81
	9.07	Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders .......	82
	9.08	No Other Duties, Etc. .............................................................................................................	82
	9.09	Administrative Agent May File Proofs of Claim ................................................................	83
	9.10	Guaranty Matters ..................................................................................................................	83
	9.11	Certain ERISA Matters. ........................................................................................................	83
	9.12	Recovery of Erroneous Payments. ........................................................................................	84

iii


ARTICLE X. CONTINUING GUARANTY			84

	10.01	Guaranty .................................................................................................................................	85
	10.02	Rights of Lenders ...................................................................................................................	85
	10.03	Certain Waivers .....................................................................................................................	85
	10.04	Obligations Independent .......................................................................................................	86
	10.05	Subrogation ............................................................................................................................	86
	10.06	Termination; Reinstatement .................................................................................................	86
	10.07	Stay of Acceleration ...............................................................................................................	86
	10.08	Condition of Borrower ..........................................................................................................	86
	10.09	Appointment of Borrower .....................................................................................................	86
	10.10	Right of Contribution ............................................................................................................	87
	10.11	Subordination .........................................................................................................................	87

ARTICLE XI. MISCELLANEOUS			87

	11.01	Amendments, Etc. ..................................................................................................................	87
	11.02	Notices; Effectiveness; Electronic Communication. ...........................................................	89
	11.03	No Waiver; Cumulative Remedies; Enforcement ...............................................................	91
	11.04	Expenses; Indemnity; Damage Waiver. ...............................................................................	91
	11.05	Payments Set Aside ................................................................................................................	93
	11.06	Successors and Assigns. .........................................................................................................	93
	11.07	Treatment of Certain Information; Confidentiality ...........................................................	99
	11.08	Right of Setoff .........................................................................................................................	100
	11.09	Interest Rate Limitation ........................................................................................................	100
	11.10	Integration; Effectiveness ......................................................................................................	101
	11.11	Survival of Representations and Warranties ......................................................................	101
	11.12	Severability .............................................................................................................................	101
	11.13	Replacement of Lenders ........................................................................................................	101
	11.14	Governing Law; Jurisdiction; Etc. .......................................................................................	103
	11.15	Waiver of Jury Trial ..............................................................................................................	104
	11.16	No Advisory or Fiduciary Responsibility ............................................................................	104
	11.17	Electronic Execution; Electronic Records; Counterparts ..................................................	104
	11.18	USA PATRIOT Act ...............................................................................................................	105
	11.19	California Judicial Reference ...............................................................................................	106
	11.20	ENTIRE AGREEMENT .......................................................................................................	106
	11.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions .................	106
	11.22	Judgment Currency ...............................................................................................................	106
	11.23	Acknowledgement Regarding Any Supported QFCs .........................................................	107


SCHEDULES

	2.01	Commitments and Applicable Percentages
	5.08	Environmental Compliance
	5.14	Intellectual Property Claims
	7.01	Existing Liens
	7.02	Existing Indebtedness
	11.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

	A	Form of Assignment and Assumption
	B	Form of Committed Loan Notice
	C	Form of Compliance Certificate
	D	Form of Joinder Agreement
	E	Form of Note
	F	[Reserved]
	G	[Reserved]
	H-1	Form of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)
	H-2	Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)
	H-3	Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)
	H-4	Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

BRIDGE LOAN CREDIT AGREEMENT

This BRIDGE LOAN CREDIT AGREEMENT is entered into as of March 2, 2026, among

SPACE EXPLORATION TECHNOLOGIES CORP., a Texas corporation (the “Borrower”), the

Guarantors party hereto, the Lenders from time to time party hereto and GOLDMAN SACHS BANK

USA, as the Administrative Agent.

The Borrower has requested that the Lenders extend credit to it in the form of a term loan credit

facility in an aggregate principal amount of $20,000,000,000 (the “Bridge Facility”). The proceeds of

Borrowings hereunder are to be used to refinance the Existing Subsidiary Indebtedness.

The Lenders are willing to extend such credit to the Borrower on terms and subject to the

conditions herein set forth.

Accordingly, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings

set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related

transactions, of (a) a majority of the voting Equity Interests or other controlling ownership interest in

another Person (including the purchase of an option, warrant or convertible or similar type security to

acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by

purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or

conversion of securities into, such equity or other ownership interest, or (b) assets of another Person

which constitute all or substantially all of the assets of such Person or of a division, line of business or

other business unit of such Person.

“Additional Lender” means any Eligible Assignee designated in writing by the Borrower (with a copy to

the Administrative Agent) to become a Lender pursuant to an assignment under Section 11.06.

“Administrative Agent” means Goldman Sachs Bank USA (or any of its designated branch

offices or affiliates), in its capacity as administrative agent under any of the Loan Documents, or any

successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate,

account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may

from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form approved by

the Administrative Agent.

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

Institution.

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

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

Person specified.

“Agent Parties” has the meaning specified in Section 11.02(c).

“Aggregate Commitments” means, on any date, the Commitments of all the Lenders as of such

date. The aggregate principal amount of the Aggregate Commitments in effect on the Closing Date is

TWENTY BILLION and No/100 DOLLARS ($20,000,000,000.00).

“Agreement” means this Bridge Loan Credit Agreement.

“Agreement Currency” has the meaning specified in Section 11.22.

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to

which such a Person is subject.

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

out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s

Commitment. If the Commitments have been terminated or have expired, then the Applicable Percentage

of each Lender shall be determined based on the amounts of the outstanding Loans or, if no Loans are

outstanding, based upon the Commitments most recently in effect, giving effect to any subsequent

assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such

Lender on Schedule 2.01A or in the Assignment and Assumption or other documentation pursuant to

which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon

the Debt Rating as set forth below:


Pricing Level	Debt Ratings S&P / Moody’s / Fitch	Term SOFR Loans	Base Rate Loans
1	> A / A2/ A	0.750%	0.000%
2	A- / A3 / A-	0.875%	0.000%
3	BBB+ / Baa1 / BBB+	1.000%	0.000%
4	BBB / Baa2 / BBB	1.125%	0.125%
5	BBB- / Baa3 / BBB-	1.250%	0.250%
6	< BB+ / Ba1 / BB+	1.750%	0.750%

Initially, the Applicable Rate shall be determined based upon the Debt Ratings specified in the

officer’s certificate delivered pursuant to Section 4.01(f). Thereafter, each change in the Applicable Rate

resulting from a change in the Debt Ratings shall be effective during the period commencing on the 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 agency 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.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an

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

“Arranger” means each of (a) Goldman Sachs Bank USA, in its capacities as a joint lead arranger

and a joint bookrunner, (b) BofA Securities, Inc., in its capacities as a joint lead arranger and a joint

bookrunner, (c) Citibank, N.A., in its capacities as a joint lead arranger and a joint bookrunner, (d)

JPMorgan Chase Bank, N.A., in its capacities as a joint lead arranger and a joint bookrunner, and (e)

Morgan Stanley Senior Funding, Inc., in its capacities as a joint lead arranger and a joint bookrunner.

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

and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)),

and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form

(including electronic documentation generated by use of an electronic platform) approved by the

Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any

Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of

such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of any Person, the

capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable

agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in

accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capital

Lease, and (c) in respect of any Securitization Transaction (excluding any Permitted Securitization

Transaction unless recourse to the Borrower or any Subsidiary) or any Receivables Financing (excluding

any Permitted Receivables Financing unless recourse to the Borrower or any Subsidiary) entered into by

any Person, the outstanding principal amount of all obligations arising under, or the net investments

outstanding pursuant to, such Securitization Transaction or such Receivables Financing.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower

and its Subsidiaries for the fiscal year ended December 31, 2024, and the related consolidated statements

of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes

thereto. For the avoidance of doubt, such financial statements are for the Borrower and its Subsidiaries as

of the date of such financial statements and do not reflect any subsequently formed or acquired

Subsidiaries.

“Availability Period” means the period commencing on the Closing Date and ending on the

Availability Period Termination Date.

“Availability Period Termination Date” means the date that is ten (10) days after the Closing

Date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

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

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

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

which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

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

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

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

administration or other insolvency proceedings).

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of

(a) the Federal Funds Rate for such day, plus 1/2 of 1%, (b) the Prime Rate for such day, (c) Term SOFR,

plus 1.00%, and (d) 1.00%. Any change in the Base Rate due to a change in the Prime Rate or the Federal

Funds Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds

Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03,

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

reference to clause (c) above.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans

shall be denominated in Dollars.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership

required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of

ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in 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”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and

interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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

America (or any successor thereto).

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Committed Borrowing.

“Bridge Facility” has the meaning specified in the introductory paragraph hereto.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial

banks are authorized to close under the Laws of, or are in fact closed in, the state where the

Administrative Agent’s Office is located.

“Capital Lease” means each lease that has been or is required to be, in accordance with GAAP,

classified and accounted for as a capital lease or financing lease.

“Cash Equivalents” means, as at any date of determination, any of the following: (a) marketable

securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the

government of the United States, or (ii) issued by any agency of the United States the obligations of

which are backed by the full faith and credit of the United States, in the case of each of clauses (a)(i) and

(a)(ii), maturing not more than two (2) years from the date of acquisition; (b) marketable general

obligations issued by any state of the United States or any political subdivision of any such state or any

public instrumentality thereof, in each case maturing within one (1) year from the date of acquisition and

having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P 1 from

Moody’s; (c) commercial paper maturing no more than one (1) year from the date of acquisition thereof

and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P 2 from

Moody’s or carrying an equivalent rating by a nationally recognized rating agency, if both of the two

named rating agencies cease publishing ratings of investments; (d) demand deposits, trust accounts,

certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances having maturities

of not more than two (2) years from the date of acquisition thereof issued or accepted by any Lender or by

any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or

the equivalent thereof by S&P or “A” or the equivalent thereof by Moody’s, and having combined capital

and surplus in excess of $500,000,000; (e) repurchase obligations with a term of not more than seven (7)

days for underlying securities of the types described in clauses (a), (b) and (d) entered into with any bank

meeting the qualifications specified in clause (d) above; (f) shares of any money market mutual fund

which invests ninety-five percent (95%) or more of its assets in instruments of the type specified in

clauses (a) through (e) above; and (g) other investments permitted pursuant to the Borrower’s investment

policy, as approved by the Borrower’s board of directors (or equivalent governing body) (or committee or

subcommittee thereof) as in effect on the Closing Date.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the

adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation

or treaty or in the administration, interpretation, implementation or application thereof by any

Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive

(whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding

anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and

all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the

implementation thereof, 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, issued or

implemented.

“Change of Control” means an event or series of events by which:

(a)at any time prior to the consummation of a Qualified IPO, (i) the transfer, directly

or indirectly, of beneficial ownership of a majority of the aggregate voting power of the Borrower

on a fully diluted basis, or (ii) the consummation of a merger, amalgamation, plan of arrangement

or other transaction or series of related transactions resulting in the combination of the Borrower

with or into another Person, where the Permitted Holders shall cease to beneficially own and

control, directly or indirectly, at least fifty and one-tenth percent (50.1%) on a fully diluted basis

of the total voting power of the voting interests in the Equity Interests of the Borrower entitled

(without regard to the occurrence of any contingency) to vote for the election of directors (or

similar position) of the Borrower, whether through the ownership of voting securities or by

contract or otherwise; provided, that, a transaction of the type described in this clause (a) will not

constitute a Change of Control pursuant to this clause (a) if the principal purpose of the

transaction is a bona fide equity financing transaction; or

(b)(i) any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under

the Exchange Act), other than Permitted Holders, shall have acquired beneficial ownership

(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or

“group” shall be deemed to have “beneficial ownership” of all securities that such “person” or

“group” has the right to acquire, whether such right is exercisable immediately or only after the

passage of time), directly or indirectly, of thirty-five percent (35%) or more on a fully diluted

basis of the total voting power of the voting interests in the Equity Interests of the Borrower (or

other securities convertible into such Equity Interests) entitled (without regard to the occurrence

of any contingency) to vote for the election of members of the board of directors (or equivalent

governing body) of the Borrower, and (ii) such “person” or “group” shall have acquired

beneficial ownership (as so defined), directly or indirectly, of a percentage on a fully diluted basis

of the combined voting interests in the Equity Interests of the Borrower (or other securities

convertible into such Equity Interests) entitled (without regard to the occurrence of any

contingency) to vote for the election of members of the board of directors (or equivalent

governing body) of the Borrower in excess of the percentage of the voting power of the voting

interests in the Equity Interests of the Borrower beneficially owned and controlled by the

Permitted Holders; or

(c)any “change of control” (or any comparable term, however defined) or similar

event shall have occurred under any Indebtedness having an aggregate principal amount

(including undrawn committed or available amounts and including amounts owing to all creditors

under any combined or syndicated credit arrangement) of more than the Threshold Amount.

“Closing Date” means March 2, 2026.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, its obligation to make Committed Loans to the

Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to

exceed the amount set forth opposite such Lender’s name on Schedule 2.01A or in the Assignment and

Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable,

as such amount may be adjusted from time to time in accordance with this Agreement.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the

same Type, and, in the case of Term SOFR Loans, having the same Interest Period, made by each of the

Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning specified in Section 2.01.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of

Base Rate Loans to Term SOFR Loans, (c) a conversion of Term SOFR Loans to Base Rate Loans or

(d) a continuation of Term SOFR Loans, in each case, pursuant to Section 2.02(a), which shall be

substantially in the form of Exhibit B or such other form as may be approved by the Administrative Agent

(including any form on an electronic platform or electronic transmission system as shall be approved by

the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Communication” means this Agreement, any other Loan Document, and any other document,

amendment, approval, consent, information, notice, certificate, request, statement, disclosure or

authorization related to any Loan Document.

“Competitor” means any Person that is a bona fide competitor with respect to the business of the

Borrower and its Subsidiaries.

“Compliance Certificate” means a certificate substantially in the form of Exhibit 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 EBITDA” means, for any period, for the Borrower and its Subsidiaries on a

consolidated basis, an amount equal to: (a) Consolidated Net Income for such period; plus (b) the sum of

the following, without duplication, in each case to the extent deducted (and not added back) in calculating

such Consolidated Net Income: (i) Consolidated Interest Expense for such period; (ii) Consolidated

Income Taxes for such period; (iii) amounts attributable to depreciation and amortization expense for

such period (for the avoidance of doubt, net of amortization of right-to-use assets with respect to

operating leases); (iv) consolidated impairment charges for such period recorded in connection with the

application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles” and Financial

Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”; (v)

other non-cash charges for such period (excluding any such non-cash charge to the extent it represents an

accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that

was paid in a prior period not included in the calculation); (vi) legal, accounting, financing, consulting,

advisory and other out-of-pocket fees, costs, premiums and expenses incurred in such period in

connection with debt financings (including in connection with the Loan Documents, or any amendments,

waivers, consents or modifications thereto), equity financings, Permitted Acquisitions, Dispositions,

recapitalizations, restructurings and/or divestitures, in each case, to the extent such transactions are

permitted pursuant to this Agreement, and in each case whether or not such transactions are

consummated; (vii) any costs or expenses incurred in such period pursuant to any management equity

plan or stock option plan or any other management or employee benefit plan or agreement or any stock

subscription or stockholder agreement, to the extent that such cost or expenses are funded with cash

proceeds contributed to the capital of the Borrower or a Guarantor or Net Equity Proceeds of an issuance

of Equity Interests of the Borrower (other than Disqualified Equity Interests); (viii) any cost or expense

incurred in such period relating to discretionary long-term research and development projects; provided,

that, the aggregate amount of such costs and expenses added back pursuant to this clause (b)(viii) for any

period shall not exceed an amount equal to ten percent (10%) of Consolidated EBITDA for such period

(calculated prior to giving effect to the amounts added back pursuant to this clause (b)(viii)); (ix) start-up

costs incurred in such period for new facilities certified by a Responsible Officer of the Borrower to

Administrative Agent in an officer’s certificate; provided, that, the aggregate amount of such costs added

back pursuant to this clause (b)(ix) for any period shall not exceed an amount equal to ten percent (10%)

of Consolidated EBITDA for such period (calculated prior to giving effect to the amounts added back

pursuant to this clause (b)(ix)); (x) charges, losses or expenses incurred in such period to the extent

indemnified or insured by a third party (to the extent such Person has notified such third party of such

amount and such third party has not denied their reimbursement obligation); (xi) the amount of any

minority interest expense in such period consisting of Subsidiary income attributable to minority Equity

Interests of third parties in any Subsidiary that is a non-Wholly Owned Subsidiary; and (xii) losses,

together with the tax effect of any such loss, incurred in such period in connection with any Disposition

permitted pursuant to this Agreement (other than any such Dispositions in the ordinary course of

business), or from abandoned, closed or discontinued operations; minus (c) the sum of the following,

without duplication, in each case to the extent included in calculating such Consolidated Net Income: (i)

non-cash items in such period (excluding any items which represent the reversal of any accrual of, or

reserve for, anticipated cash charges made in any prior period); and (ii) gains, together with any related

provision for taxes on such gains, incurred in such period in respect of any Disposition permitted pursuant

to this Agreement (other than any such Dispositions in the ordinary course of business), or from

abandoned, closed or discontinued operations.

“Consolidated Funded Indebtedness” means, as of any date of determination, the aggregate

principal amount of Indebtedness of the Borrower and its Subsidiaries outstanding on such date,

determined on a consolidated basis in accordance with GAAP (but excluding the effects of any

discounting of Indebtedness resulting from the application of acquisition method accounting in

connection with any Permitted Acquisition) consisting only of, without duplication, (a) Indebtedness for

borrowed money (including any Indebtedness under this Agreement and purchase money Indebtedness),

(b) unreimbursed obligations under letters of credit and similar instruments, (c) Attributable Indebtedness

(excluding, prior to a Qualified IPO, clause (a) thereof to the extent such Attributable Indebtedness is (i)

outstanding on the Closing Date or (ii) contemplated as of the Closing Date to be incurred following the

Closing Date; provided that the aggregate amount of Attributable Indebtedness excluded pursuant to this

parenthetical shall not at any time exceed $19,500,000,000), (d) debt obligations evidenced by promissory

notes or similar instruments to the extent the obligations evidenced by such promissory notes or similar

instruments would be treated as debt under GAAP (other than notes or similar instruments evidencing

trade payables incurred in the ordinary course of business), and (e) all Guarantees with respect to

outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the

Borrower or any Subsidiary.

“Consolidated Income Taxes” means, for any period, for the Borrower and its Subsidiaries on a

consolidated basis, taxes imposed upon, or other payments required to be made by, the Borrower and its

Subsidiaries by any Governmental Authority, which taxes or other payments are calculated by reference

to the income or profits of the Borrower or the Borrower and its Subsidiaries (to the extent such income

or profits were included in computing Consolidated Net Income for such period), regardless of whether

such taxes or payments are required to be remitted to any Governmental Authority.

“Consolidated Interest Expense” means, for any period, for the Borrower and its Subsidiaries on a

consolidated basis for such period, the sum, without duplication, of: (a) the total interest expense of the

Borrower and its Subsidiaries on a consolidated basis for such period, to the extent such expense was

deducted in computing Consolidated Net Income for such period; plus (b) to the extent not included in

such interest expense: (i) interest expense attributable to Capital Leases in respect of the relevant lease

giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP and the

interest component of any deferred payment obligations (but not any interest component attributable to

fixed rent on operating leases); (ii) non-cash interest expense; (iii) commissions, discounts and other fees

and charges owed with respect to letters of credit and bankers’ acceptance financing; (iv) costs associated

with interest rate Swap Obligations (including amortization of fees); provided, that, if any such Swap

Obligations result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated

Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net

Income; (v) the portion of such consolidated interest expense that was capitalized during such period; and

(vi) commissions, discounts, yield and other fees and charges incurred in connection with any transaction

pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer or grant a

security interest in any accounts receivable or related assets (including, for the avoidance of doubt, in

connection with any Permitted Receivables Financing or any Permitted Securitization Transaction);

minus (c) interest income for such period. For purposes of the foregoing, total interest expense will be

determined (A) after giving effect to any net payments made or received by the Borrower and its

Subsidiaries with respect to Swap Obligations for interest rate protection, and (B) exclusive of amounts

classified as other comprehensive income in the balance sheet of the Borrower. Notwithstanding anything

to the contrary contained herein, amortization of debt discount, debt issuance costs and bond premium

shall be excluded from Consolidated Interest Expense.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) the total of

(i) Consolidated Funded Indebtedness as of such date, minus (ii) an amount equal to eighty-five percent

(85%) of Unrestricted Cash as of such date, to (b) Consolidated EBITDA for the Measurement Period

most recently ended on or prior to such date.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a

consolidated basis, the net income (or loss) of the Borrower and its Subsidiaries (excluding extraordinary

gains and extraordinary losses) for such period, determined in accordance with GAAP.

“Consolidated Total Assets” means, as of any date of determination, for the Borrower and its

Subsidiaries on a consolidated basis, the amount that would, in conformity with GAAP, be set forth

opposite the caption “total assets” (or any like caption) on the consolidated balance sheet of the Borrower

and its Subsidiaries as of such date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such

Person or of any agreement, instrument or other undertaking to which such Person is a party or by which

it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of a Person, whether through the ability to exercise voting power,

by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in,

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

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

and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified in Section 11.23.

“CPRA” has the meaning specified in Section 11.07.

“Credit Extension” means a Borrowing.

“Current Maturity Date” has the meaning specified in Section 2.14(a).

“Daily Simple SOFR” means, with respect to any applicable determination date, SOFR published

on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debt Issuance” means incurrence of Indebtedness as described under clause (a) or (b) of the

definition thereof by the Borrower or any of its Subsidiaries (including hybrid securities and debt

securities convertible into equity) (excluding (i) indebtedness owed to the Borrower or any of its

Subsidiaries, (ii) borrowings under the Existing Revolving Credit Agreement in an aggregate principal

amount not to exceed $5,000,000,000 at any one time outstanding, (iii) any other ordinary course

borrowings under working capital, letter of credit or overdraft facilities, (iv) issuances of commercial

paper and refinancings thereof and (v) purchase money indebtedness incurred in the ordinary course of

business). For the avoidance of doubt, “Debt Issuance” shall not include (i) any Indebtedness incurred by

a Subsidiary in reliance on Section 7.02(s), Section 7.02(t), Section 7.02(u) and/or Section 7.02(v) or (ii)

Indebtedness of the Borrower of the type described in Section 7.02(s), Section 7.02(t) and/or Section

7.02(u).

“Debt Rating” means, as of any date of determination, the rating (whether a public rating or a

private rating) as determined by S&P, Moody’s or Fitch of 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; provided, that: (a) if the Borrower has all three Debt Ratings, (i) if such Debt Ratings

issued by the foregoing rating agencies fall within the same Pricing Level, then the Pricing Level for such

Debt Ratings shall apply, (ii) if two of the three respective Debt Ratings issued by the foregoing rating

agencies fall within the same Pricing Level, then the Pricing Level for such Debt Ratings shall apply, and

(iii) if the respective Debt Ratings issued by the foregoing rating agencies all differ, then the Pricing

Level for the middle level of such Debt Ratings shall apply; (b) if the Borrower has only two Debt

Ratings, (i) if such Debt Ratings issued by the two rating agencies fall within the same Pricing Level, then

the Pricing Level for such Debt Ratings shall apply, (ii) if such Debt Ratings issued by the two rating

agencies differ by one Pricing Level, then the Pricing Level for the higher of such Debt Ratings shall

apply, and (iii) if such Debt Ratings issued by the two rating agencies differ by more than one Pricing

Level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall

apply; (c) if the Borrower has only one Debt Rating, then the Pricing Level for such Debt Rating shall

apply; and (d) if the Borrower does not have any Debt Rating, Pricing Level 6 shall apply. For purposes

of this definition, it is understood and agreed that the Debt Rating for Pricing Level 1 is the highest Debt

Rating and the Debt Rating for Pricing Level 6 is the lowest Debt Rating.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation,

conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,

receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other

applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the

giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means: an interest rate equal to (i) the Base Rate, plus (ii) the Applicable Rate, if

any, applicable to Base Rate Loans, plus (iii) 2% per annum; provided, that, with respect to a Term SOFR

Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate)

otherwise applicable to such Loan, plus 2% per annum.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance

with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund

all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be

funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that

such failure is the result of such Lender’s determination that one or more conditions precedent to funding

(each of which conditions precedent, together with any applicable default, shall be specifically identified

in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any

other amount required to be paid by it hereunder within two (2) Business Days of the date when due,

(b) has notified the Borrower, the Administrative Agent in writing that it does not intend to comply with

its funding obligations hereunder, or has made a public statement to that effect (unless such writing or

public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position

is based on such Lender’s determination that a condition precedent to funding (which condition

precedent, together with any applicable default, shall be specifically identified in such writing or public

statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the

Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the

Borrower that it will comply with its prospective funding obligations hereunder (provided, that, such

Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written

confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent

company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed

for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or

similar Person charged with reorganization or liquidation of its business or assets, including the Federal

Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity,

or (iii) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender

solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or

indirect parent company thereof by a Governmental Authority so long as such ownership interest does not

result in or provide such Lender with immunity from the jurisdiction of courts within the United States or

from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such

Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made

with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender

under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be

conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

(subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written

notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and

each other Lender promptly following such determination.

“Designated Jurisdiction” means any country, region or territory to the extent that such country,

region or territory itself is the subject of any Sanction.

“Designated Lender” has the meaning specified in Section 2.12(e).

“Designated Replacement Lender” means any Eligible Assignee designated in writing by the

Borrower (with a copy to the Administrative Agent) for purposes of Section 11.13

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one

transaction or in a series of transactions) of any property by any Person (including any Sale and

Leaseback Transaction, any Securitization Transaction, any Receivables Financing or any issuance of

Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other

disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated

therewith.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of

any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon

the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for

Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund

obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Equity

Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (c) provides for

scheduled payments or scheduled dividends in cash, or (d) is or becomes convertible into or exchangeable

for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each

case, prior to the date that is ninety-one (91) days after the Maturity Date, except, in the case of clauses

(a) and (b) above, if as a result of a change of control or asset sale, so long as any rights of the holders

thereof upon the occurrence of such a change of control or asset sale event are subject to the occurrence

of the Facility Termination Date.

“Disqualified Institution” means, on any date, (a) each Person identified by name in writing by

the Borrower to the Arrangers on or prior to the Closing Date, (b) any other Person identified in writing

by the Borrower to the Administrative Agent from time to time after the Closing Date, to the extent

(i) such Person is an Affiliate of a Person identified in clause (a) above, or (ii) such Person is or becomes

a Competitor, and (c) as to any Person referenced in the immediately preceding clause (a) or clause (b),

any of such Person’s Affiliates (other than in the case of clause (b), any such Affiliates that are debt funds

or invest in commercial loans in the ordinary course) that are readily identifiable as Affiliates solely by

virtue of their names or that are identified to the Administrative Agent in writing by the Borrower from

time to time; provided, that, Disqualified Institutions shall exclude any Person that the Borrower has

designated as no longer being a “Disqualified Institution” by written notice delivered to the

Administrative Agent from time to time; provided, further, that, no such identification pursuant to clauses

(b) and (c) above shall apply retroactively to disqualify any Person that has previously acquired a valid

assignment of Loans and/or Commitments.

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

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

“DQ List” has the meaning specified in Section 11.06(g).

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

EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity

established in an EEA Member Country which is a parent of an institution described in clause (a) of this

definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of

an institution described in clause (a) or clause (b) of this definition and is subject to consolidated

supervision with its parent.

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

Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted

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

responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy” has the meaning specified in Section 11.17.

“Electronic Record” has the meanings assigned to it by 15 USC §7006.

“Electronic Signature” has the meanings assigned to it by 15 USC §7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under

Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section

11.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to Section 11.06(g).

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit,

proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any

Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or

alleged violation of any Environmental Law, (b) in connection with any Hazardous Material or any actual

or alleged Hazardous Materials Activity, or (c) in connection with any actual or alleged damage, injury,

threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state

(or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments,

Governmental Authorizations, or any other requirements of Governmental Authorities relating to (a)

environmental matters, including those relating to any Hazardous Materials Activity, (b) the generation,

use, storage, transportation or disposal of Hazardous Materials, or (c) occupational safety and health,

industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner

applicable to the Borrower or any of its Subsidiaries or any Facility.

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

damages, costs of environmental remediation, fines, penalties or indemnities), whether based in contract,

tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or

indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation,

storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d)

the Release or threatened Release of any Hazardous Materials into the environment, or (e) any contract,

agreement or other consensual arrangement pursuant to which liability is assumed or imposed with

respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other

ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase

or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in)

such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other

ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition

from such Person of such shares (or such other interests), and all of the other ownership or profit interests

in such Person (including partnership, member or trust interests therein), whether voting or nonvoting,

and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of

determination.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common

control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m)

and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal

of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a

plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or

a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a

complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or

receipt by the Borrower or any ERISA Affiliate of notification that a Multiemployer Plan is insolvent; (d)

the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a

termination, under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to

terminate a Pension Plan; (f) receipt by the Borrower or any ERISA Affiliate of notice from the PBGC or

a plan administrator relating to an intention to terminate, or appoint a trustee to administer, any Pension

Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a

plan in endangered or critical status within the meaning of the applicable Sections 431 and 432 of the

Code or the applicable Sections 304 and 305 of ERISA; (h) the imposition of any liability under Title IV

of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the

Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all

applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not

waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a

Multiemployer Plan.

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

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

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Subsidiary” means (a) each Domestic Subsidiary that is prohibited from guaranteeing

the Obligations hereunder by any requirement of law or that would require consent, approval, license or

authorization of a Governmental Authority to guarantee the Obligations hereunder (unless such consent,

approval, license or authorization has been received), (b) each Domestic Subsidiary that is prohibited by

any applicable contractual requirement from guaranteeing the Obligations hereunder on the Closing Date

or at the time such Subsidiary becomes a Subsidiary (to the extent not incurred in connection with

becoming a Subsidiary and in each case for so long a such restriction or any replacement or renewal

thereof is in effect), (c) any Domestic Subsidiary (i) that owns no material assets (directly or through its

Subsidiaries) other than the Equity Interests or Indebtedness of one or more Foreign Subsidiaries that are

CFCs or (ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC, (d) any Foreign

Subsidiary, (e) any Special Purpose Vehicle, (f) any CFC, (g) any non-Wholly Owned Subsidiary, (h) any

Subsidiary that is a captive insurance company, (i) any not-for-profit Subsidiary and (j) each Subsidiary

that is a GPU Financing Subsidiary.

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

or required to be withheld or deducted from a payment to 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 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 the Loan or Commitment (other than pursuant to an assignment

request by the Borrower under Section 11.13), or (ii) such Lender changes its Lending Office, except in

each case to the extent that, pursuant to Section 3.01(b) or Section 3.01(d), 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 3.01(g); and (d) any U.S. federal withholding Taxes imposed

pursuant to FATCA.

“Existing Revolving Credit Agreement” means that certain Credit Agreement dated as of

February 7, 2025 (as amended, restated, amended and restated, extended, replaced, supplemented or

otherwise modified from time to time) by and among the Borrower, the guarantors party thereto, the

lenders party thereto and Bank of America, N.A., as administrative agent.

“Existing Subsidiary Indebtedness” means, collectively, the X Tranche B-1 Term Loans, the X

Tranche B-2 Term Loans, the X Tranche B-3 Term Loans, the X.AI Term Loans and the X.AI Notes.

“Extension” has the meaning specified in Section 2.14(b).

“Extension Election” has the meaning specified in Section 2.14(a).

“Extension Fee” has the meaning specified in Section 2.09.

“Facility” means any real property (including all buildings, fixtures or other improvements

located thereon) now, hereafter or heretofore owned, leased, operated or used by the Borrower or any of

its Subsidiaries.

“Facility Termination Date” means the date as of which all of the following shall have occurred:

(a) the Aggregate Commitments have terminated and (b) all Obligations have been paid in full in cash

(other than contingent obligations for which no claim has been asserted).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting

Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any

amended or successor version that is substantively comparable and not materially more onerous to

comply with) and any current or future regulations or official interpretations thereof and any agreements

entered into pursuant to Section 1471(b)(1) of the Code, as of the Closing Date (or any amended or

successor version described above), and any intergovernmental agreement (and related fiscal or

regulatory legislation, or related official rules or practices) implementing the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve

Bank of New York based on such day’s federal funds transactions by depository institutions (as

determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website

from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of

New York as the federal funds effective rate; provided, that, if the Federal Funds Rate as so determined

would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means (i) the fee letter agreement, dated March 2, 2026, among the Borrower,

Goldman Sachs Bank USA, BofA Securities, Inc., Citigroup Global Markets Inc., JPMorgan Chase Bank,

N.A. and Morgan Stanley Senior Funding, Inc. and (ii) the agent fee letter agreement, dated March 2,

2026, between the Borrower and Goldman Sachs Bank USA.

“Financial Covenant” means the financial covenant set forth in Section 7.06.

“Fitch” means Fitch Ratings Ltd., and any successor thereto.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person,

and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a

jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this

definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute

a single jurisdiction.

“Foreign Subsidiary” means a Subsidiary that is not organized or established under the laws of

the United States of America, any state thereof or the District of Columbia. For the avoidance of doubt,

any Subsidiary incorporated under the laws of a territory of the United States (including the

Commonwealth of Puerto Rico) shall constitute a “Foreign Subsidiary” hereunder.

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

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making,

purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the

ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the

opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified

Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or

such other principles as may be approved by a significant segment of the accounting profession in the

United States, that are applicable to the circumstances as of the date of determination, consistently applied

and subject to Section 1.03.

“General Partner” has the meaning specified in the definition of “Indebtedness”.

“GPU Assets” means graphics processing units and related servers, networking equipment,

storage, power and cooling infrastructure, racking, cabling and other equipment and improvements used

to support or operate such graphics processing units, together with software, licenses, permits, contracts,

records and proceeds related thereto.

“GPU Financing” shall mean any Indebtedness, financing arrangement, sale and leaseback

transaction, securitization, finance or operating lease, or other similar transaction (including any

combination of the foregoing), in each case incurred or entered into by the Borrower or any Subsidiary,

the proceeds of which are used to finance, directly or indirectly, the acquisition, lease, development,

ownership, operation, or use of GPU Assets and related costs and expenses.

“GPU Financing Subsidiary” means a Wholly Owned Subsidiary (other than in respect of any

Equity Interests owned by a third party for customary financing purposes) of the Borrower, which

engages in no activities other than in connection with the financing, acquisition, lease, development,

ownership, operation or use of GPU Assets subject to a Qualified GPU Financing, and any business or

activities incidental or related to such business, and which is designated by the Borrower as a GPU

Financing Subsidiary.

“Goldman Sachs” means Goldman Sachs Bank USA and its successors.

“Governmental Authority” means the government of the United States or any other nation, or of

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 the Financial

Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the

European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent

order or consent decree of or from any Governmental Authority.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person

guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable

or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly,

and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or

supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or

lease property, securities or services for the purpose of assuring the obligee in respect of such

Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,

(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or

level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the

obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to

protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of

such Person securing any Indebtedness or other obligation of any other Person, whether or not such

Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any

holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to

be an amount equal to the stated or determinable amount of the related primary obligation, or portion

thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum

reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning specified in Section 10.01.

“Guarantor” means each Subsidiary as may from time to time become a party to this Agreement

pursuant to Section 6.11. As of the Closing Date, there are no Guarantors; as of the Second Funding

Date, the Guarantors shall be the Second Funding Date Guarantors.

“Guaranty” means the Guarantee made by the Guarantors under Article X.

“Hazardous Materials” means any chemical, material or substance, exposure to which is

prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to

the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the

indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or

occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage,

holding, presence, existence, location, Release, threatened Release, discharge, placement, generation,

transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition

or handling of any Hazardous Materials, and any corrective action or response action with respect to any

of the foregoing.

“HMT” has the meaning specified in the definition of “Sanction(s)”.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the

following, if and to the extent appearing as a liability on the balance sheet of such Person (excluding the

footnotes thereto) prepared in accordance with GAAP: (a) the principal of and premium (if any) in respect

of indebtedness of such Person for borrowed money; (b) the principal of and premium (if any) in respect

of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other

than notes or similar instruments evidencing trade payables incurred in the ordinary course of business);

acceptances or other similar instruments (including reimbursement obligations with respect thereto except

to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied

within thirty (30) days of incurrence); (d) the principal component of all obligations of such Person to pay

the deferred and unpaid purchase price of property (except (i) trade payables, (ii) earn-out obligations

until such obligations become a liability on the balance sheet of such Person in accordance with GAAP,

and (iii) liabilities that are not classified as debt on such Person’s balance sheet that have been accrued in

the ordinary course of business), to the extent the same would be required to be shown as a long term

liability on a balance sheet prepared in accordance with GAAP; (e) Attributable Indebtedness of such

Person; (f) the principal component or liquidation preference of all obligations of such Person with

respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests; (g) the

principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person,

whether or not such Indebtedness is assumed by such Person; provided, that, the amount of such

Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination, and

(ii) the amount of such Indebtedness of such other Persons; (h) the principal component of Indebtedness

of other Persons to the extent Guaranteed by such Person; and (i) to the extent not otherwise included in

this definition, the Swap Termination Value under Swap Contracts of such Person. In addition,

“Indebtedness” of any Person shall include Indebtedness that would not appear as a liability on the

balance sheet of such Person if: (A) such Indebtedness is the obligation of a Joint Venture, (B) such

Person or a Subsidiary of such Person is a general partner of the Joint Venture (a “General Partner”), and

property or assets of such Person or a Subsidiary of such Person; and then such Indebtedness shall be

included in an amount not to exceed (1) the lesser of (x) the net assets of the General Partner, and (y) the

amount of such obligations to the extent that there is recourse, by contract or operation of law, to the

property or assets of such Person or a Subsidiary of such Person, or (2) if less than the amount determined

pursuant to clause (1) immediately above, the actual amount of such Indebtedness that is recourse to such

Person or a Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a

determinable amount. Notwithstanding the foregoing, “Indebtedness” shall not include (I) Guarantees

incurred in the ordinary course of business and not in respect of borrowed money, (II) deferred or prepaid

revenues, or (III) purchase price holdbacks in respect of a portion of the purchase price of an asset to

satisfy warranty or other unperformed obligations of the respective seller. Notwithstanding anything

herein to the contrary, “Indebtedness” shall not include, and shall be calculated without giving effect to,

the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the

extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose as a

result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any

such amounts that would have constituted “Indebtedness” but for the application of this sentence shall not

be deemed an incurrence of Indebtedness.

“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) above, Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Initial Lender” means each Lender party hereto on the Closing Date and any Lender that

becomes party to this Agreement during primary syndication of the Bridge Facility within sixty (60) days

following the Closing Date.

“Intellectual Property” means, collectively, all rights, priorities and privileges relating to

intellectual property and other intellectual property rights, whether arising under the United States,

multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent

licenses, trademarks, trademark licenses, URLs and domain names, and the right to sue or otherwise

recover for any past, present and future infringement, dilution, misappropriation or other violation or

impairment thereof, including the right to receive all proceeds therefrom, including license fees, royalties,

income, payments, claims, damages and proceeds of suit, now or hereafter due and or payable with

respect thereto.

“Intellectual Property Asset” means, as of any date of determination, any interest (fee, license or

otherwise) then owned by the Borrower or any Subsidiary in any Intellectual Property.

“Interest Payment Date” means: (a) as to any Term SOFR Loan, the last day of each Interest

Period applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for such Loan

exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such

Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business

Day of each March, June, September and December and the Maturity Date.

“Interest Period” means as to each Term SOFR Loan, the period commencing on the date such

Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1),

three (3) or six (6) months thereafter (in each case, subject to availability for the interest rate applicable to

the relevant currency), as selected by the Borrower in its Committed Loan Notice; provided, that: (a) any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next

succeeding Business Day unless such Business Day falls in another calendar month, in which case such

Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the

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

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

month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date.

“Interim Financial Statements” means the unaudited consolidated balance sheet of the Borrower

and its Subsidiaries for the fiscal quarter ended September 30, 2025, and the related consolidated

statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter, including

the notes thereto. For the avoidance of doubt, such financial statements are for the Borrower and its

Subsidiaries as of the date of such financial statements and do not reflect any subsequently formed or

acquired Subsidiaries.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such

Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of

another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness

of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,

including any partnership or joint venture interest in such other Person and any arrangement pursuant to

which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition.

“IRS” means the United States Internal Revenue Service.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit D executed

and delivered in accordance with the provisions of Section 6.11, or any other joinder documentation, in

form and substance satisfactory to the Administrative Agent, for the purposes of causing any Subsidiary

to become a Guarantor in accordance with the provisions of Section 6.11.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in

corporate, partnership or other legal form; provided, that, in no event shall any Subsidiary of any Person

be considered to be a Joint Venture to which such Person is a party.

“Judgment Currency” has the meaning specified in Section 11.22.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties,

rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,

including the interpretation or administration thereof by any Governmental Authority charged with the

enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental

Authority, in each case whether or not having the force of law.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each

other Person that becomes a “Lender” in accordance with this Agreement and their successors and

permitted assigns. The term “Lender” shall include any Designated Lender who has funded any Credit

Extension.

“Lender Party” means each Lender.

“Lending Office” means, as to any Lender, the office or offices of such Person described as such

in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from

time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of

such Person or any domestic or foreign branch of such Person or such Affiliate. Unless the context

otherwise requires, each reference to a Lender shall include its applicable Lending Office.

“Leverage Increase Period” has the meaning specified in Section 7.06.

“Lien” means (a) any lien (statutory or otherwise), mortgage, pledge, hypothecation, assignment,

security interest, charge or encumbrance of any kind (including any easement, right of way or other

encumbrance as to real property), conditional sale or other title retention agreement, and any financing

lease having substantially the same economic effect as any of the foregoing and any option, trust or other

preferential arrangement having the practical effect of any of the foregoing, and (b) in the case of Equity

Interests, any purchase option, call or similar right of a third party with respect to such Equity Interests.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a

Committed Loan.

“Loan Documents” means this Agreement (including the Guaranty), each Note, the Fee Letter,

each Joinder Agreement, and each other document, instrument or agreement designated in writing by the

Borrower and the Administrative Agent as a “Loan Document”.

“Loan Party” means the Borrower and each Guarantor.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material Adverse Effect” means a material adverse effect on, and/or material adverse

developments with respect to (a) solely with respect to the provisions of Section 4.01 and the

representations and warranties to be made on the Closing Date, the business, operations 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 fully and timely perform the Loan Parties’ obligations under the Loan Documents, (c) the

legality, validity, binding effect or enforceability against a Loan Party of any material provision of any

Loan Document to which such Loan Party is a party, or (d) the rights, remedies and benefits available to,

or conferred upon, the Administrative Agent or any Lender under any Loan Document.

“Material Asset or Business” means, as of any date of determination, (a) any asset or assets,

individually or collectively, that, for the Measurement Period most recently ended on or prior to such date

for which financial statements were required to have been delivered pursuant to Section 6.01(a) or Section

6.01(b), as applicable, generated revenues in excess of ten percent (10%) of consolidated revenues of the

Borrower and its Subsidiaries for such Measurement Period, or (b) any division, line of business, business

segment or other business unit of the Borrower and/or any of its Subsidiaries, individually or collectively,

that, for the Measurement Period most recently ended on or prior to such date for which financial

statements were required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b), as

applicable, generated revenues in excess of ten percent (10%) of consolidated revenues of the Borrower

and its Subsidiaries for such Measurement Period.

“Material Indebtedness” means, as of any date of determination, Indebtedness having an

aggregate principal amount (including undrawn committed or available amounts and including amounts

owing to all creditors under any combined or syndicated credit arrangement) in excess of $500,000,000 as

of such date.

“Material Starlink Asset” means, as of any date of determination, any asset or assets relating to

Starlink (including any Starlink Financing Assets, any Starlink Intellectual Property or any Intellectual

Property Assets related thereto, but excluding launch services), individually or collectively, that (a) for

the Measurement Period most recently ended on or prior to such date for which financial statements were

required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b), as applicable, generated

revenues in excess of ten percent (10%) of consolidated revenues of the Borrower and its Subsidiaries for

such Measurement Period, or (b) are otherwise material to the operation by the Borrower and its

Subsidiaries of Starlink.

“Material Subsidiary” means, as of any date, any Subsidiary of the Borrower (a) whose total

assets at the last day of the most recent fiscal period for which financial statements are required to be

delivered pursuant to Section 6.01(a) or (b) were equal to or greater than 5.5% of the consolidated total

assets of the Borrower and its Subsidiaries at such date or (b) that contributes revenue in excess of 5.5%

of the revenue of the Borrower and its Subsidiaries for the twelve month period ending on the last day of

the most recent fiscal period for which financial statements have been delivered pursuant to Section

6.01(a) or (b).

“Maturity Date” means September 2, 2027, subject to extension pursuant to the provisions of

Section 2.14; provided, that, if such date is not a Business Day, the Maturity Date shall be the

immediately preceding Business Day.

“Maximum Rate” has the meaning specified in Section 11.09.

“Measurement Period” means, at any date of determination, the four (4) fiscal quarters of the

Borrower most recently completed on or prior to such date for which financial statements were delivered

(or were required to be delivered) pursuant to Section 6.01(a) or Section 6.01(b); provided, that, prior to

the delivery of financial statements pursuant to Section 6.01(a) for the fiscal year of the Borrower ended

December 31, 2025, any determination to be made by reference to the most recently ended Measurement

Period shall be deemed to be the four (4) fiscal quarters of the Borrower ended September 30, 2025.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means a Pension Plan described in Section 4001(a)(3) of ERISA, to which

the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding

five (5) plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means, with respect to the issuances of Equity Interests, the excess, if any,

of (i) cash actually received by the Borrower or any of its Subsidiaries in connection with such issuance

net of all taxes over (ii) the underwriting discounts, fees and commissions and other reasonable expenses

incurred by the Borrower or any of its Subsidiaries in connection with such issuance; and, with respect to

any Debt Issuance, the cash proceeds actually received by the Borrower or any of its Subsidiaries from

such Debt Issuance, net of underwriting discounts and commissions, original issue discount, upfront fees

and other reasonable costs and expenses incurred by the Borrower or any of its Subsidiaries in connection

therewith.

“Net Equity Proceeds” means, with respect to any issuance of Equity Interests, the gross amount

of cash proceeds paid to or received by the Borrower or any of its Subsidiaries in respect of such issuance

of Equity Interests (including cash proceeds subsequently as and when received at any time in respect of

such issuance from non-cash consideration initially received or otherwise), less the sum of underwriting

discounts and commissions or placement fees, investment banking fees, legal fees, consulting fees,

accounting fees and other fees and expenses (including stamp, issuance, transfer taxes or similar Taxes)

incurred by the Borrower or any of its Subsidiaries in connection therewith.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or

amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the

terms of Section 11.01(a), and (b) has been approved by the Required Lenders.

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

time.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans

made by such Lender, substantially in the form of Exhibit E.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of,

any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct

or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now

existing or hereafter arising and including interest and fees that accrue after the commencement by or

against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming

such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed

claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to

pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by any Loan Party

under any Loan Document, and (b) the obligation of the Loan Parties to reimburse any amount in respect

of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion,

may elect to pay or advance on behalf of any Loan Party.

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

Treasury.

“Organization Documents” means: (a) with respect to any corporation, the charter or certificate or

articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect

to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles

of formation or organization and operating or limited liability agreement (or equivalent or comparable

constitutive documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership,

joint venture, trust or other form of business entity, the partnership, joint venture or other applicable

agreement of formation or organization (or equivalent or comparable constitutive documents with respect

to any non-U.S. jurisdiction); and (d) with respect to any entity, any agreement, instrument, filing or

notice with respect thereto filed in connection with its formation or organization with the applicable

Governmental Authority in the jurisdiction of its formation or organization.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a

present or former connection between such Recipient and the jurisdiction imposing such Tax (other than

connections arising from such Recipient having executed, delivered, become a party to, performed its

obligations under, received payments under, received or perfected a security interest under, engaged in

any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any

Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording,

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

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

otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes

imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means, with respect to Committed Loans on any date, the aggregate

outstanding principal amount thereof after giving effect to any borrowings and prepayments or

repayments of Committed Loans, as the case may be, occurring on such date.

“Overnight Rate” means, for any day, the greater of (i) the Federal Funds Rate, and (ii) an

overnight rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PATRIOT Act” has the meaning specified in Section 11.18.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding

standards with respect to Pension Plans and set forth in Sections 412, 430 and 436 of the Code and

Sections 302 and 303 of ERISA.

“Pension Plan” means any employee pension benefit plan (excluding any Multiemployer Plan)

that is maintained or is contributed to by the Borrower and any ERISA Affiliate or with respect to which

the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is

subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means an Acquisition or other similar Investment permitted pursuant to

this Agreement.

“Permitted Holders” means, collectively: (a)(i) Elon Musk and his children and other lineal

descendants; (ii) the spouses or former spouses, widows or widowers and estates of any of the Persons

referred to in clause (a)(i) above; (iii) any trust having as its sole beneficiaries one or more of the Persons

listed in clauses (a)(i) and (a)(ii) above; and (iv) any Person for which a majority of the economic and

voting interests in its Equity Interests entitled (without regard to the occurrence of any contingency) to

vote for the election of members of the board of directors (or equivalent governing body) of the Borrower

is owned by one or more of the Persons referred to in clause (a)(i), clause (a)(ii) or clause (a)(iii) above;

and (b) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of which any

of the Persons described in clause (a) above are members; provided, that, in the case of such group and

without giving effect to the existence of such group or any other group, such Persons referenced in clause

(a) above, collectively, beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the

Exchange Act), directly or indirectly, economic and voting interests in the Equity Interests of the

Borrower entitled (without regard to the occurrence of any contingency) to vote for the election of

members of the board of directors (or equivalent governing body) of the Borrower representing at least a

majority of the total voting power.

“Permitted Receivables Financing” means any Receivables Financing permitted pursuant to

Section 7.01(v).

“Permitted Securitization Transaction” means any Securitization Transaction permitted pursuant

to Section 7.01(v).

“Permitted Undertakings” means the representations, warranties, repurchase obligations and

indemnification obligations of the Borrower or the applicable Subsidiary in favor of (a) a Receivables

Purchaser in connection with the Receivables Assets sold by the Borrower or such Subsidiary to such

Receivables Purchaser in connection with a Receivables Financing, or (b) a Special Purpose Vehicle in

connection with the assets sold to such Special Purpose Vehicle in connection with a Securitization

Transaction; provided, that, recourse thereunder to the Borrower or any Subsidiary shall be limited to the

extent reasonably customary for similar transactions (including, to the extent applicable, in a manner

consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any sale of any

applicable assets) as reasonably determined by the Borrower.

“Person” means any natural person, corporation, limited liability company, trust, joint venture,

association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including

a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to

which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Plan of Reorganization” has the meaning specified in Section 11.06(g).

“Platform” has the meaning specified in Section 6.02.

“Pricing Level” means Pricing Level 1, Pricing Level 2, Pricing Level 3, Pricing Level 4, Pricing

Level 5 or Pricing Level 6, as applicable, as set forth in the definition of “Applicable Rate”.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime

Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest

rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as

the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as

determined by the Administrative Agent) or any similar release by the Board (as determined by the

Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such

change is publicly announced or quoted as being effective.

“Pro Forma Basis” means, that in the calculation of (a) any financial ratio or test hereunder, or (b)

the Financial Covenant, in connection with any transaction described in Section 1.03(c) (including the

incurrence of any Indebtedness in connection therewith), such transaction shall be deemed to have

occurred as of the first day of the most recent four fiscal quarter period preceding the date of such

transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or

Section 6.01(b). In connection with the foregoing, (i) with respect to any Disposition, (A) income

statement and cash flow statement items (whether positive or negative) attributable to the property

Disposed of shall be excluded, and (B) Indebtedness which is retired or repaid shall be excluded and

deemed to have been retired as of the first day of the applicable period, (ii) with respect to any Permitted

Acquisition, (A) income statement and cash flow statement items attributable to the Person or property

acquired shall be included to the extent (1) such items are not otherwise included in such income

statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP

or in accordance with any defined terms set forth in Section 1.01, and (2) such items are supported by

financial statements or other information reasonably relied upon by the Borrower (it being understood and

agreed that to the extent such financial statements or other information reasonably relied upon by the

Borrower are not available with respect to any Permitted Acquisition, the items described in this clause

(ii)(A) shall not be included for such Permitted Acquisition), and (B) any Indebtedness incurred or

assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection

with such transaction and any Indebtedness of the Person or property acquired which is not retired in

connection with such transaction (1) shall be deemed to have been incurred as of the first day of the

applicable period, and (2) if such Indebtedness has a floating or formula rate, shall have an implied rate of

interest for the applicable period for purposes of this definition determined by utilizing the rate which is

or would be in effect with respect to such Indebtedness as at the relevant date of determination, and (iii)

with respect to the incurrence of any Indebtedness, (A) such Indebtedness shall be deemed to have been

incurred as of the first day of the applicable period, and (B) if such Indebtedness has a floating or formula

rate, shall have an implied rate of interest for the applicable period for purposes of this definition

determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the

relevant date of determination.

“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.

“Public Lender” has the meaning specified in Section 6.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be

interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.23.

“Qualified Acquisition” means a Permitted Acquisition (or series of related Permitted

Acquisitions consummated in any six (6)-month period) that is designated by the Borrower to the

Administrative Agent as a “Qualified Acquisition” and for which the aggregate consideration is at least

$1,000,000,000, but only to the extent the sum of (a) the amount of such consideration funded with the

proceeds of Consolidated Funded Indebtedness, plus (b) the amount of such consideration constituting

Consolidated Funded Indebtedness that is assumed by the Borrower and its Subsidiaries in connection

therewith, exceeds $1,000,000,000; provided, that, for any such Permitted Acquisition (or series of such

related Permitted Acquisitions) to qualify as a “Qualified Acquisition,” the Administrative Agent shall

have received, prior to, or concurrently with, the consummation of such Permitted Acquisition or series of

such related Permitted Acquisitions, a certificate from a Responsible Officer of the Borrower certifying

that such Permitted Acquisition or series of such related Permitted Acquisitions meet the criteria set forth

in this definition and notifying the Administrative Agent that the Borrower has elected to treat such

Permitted Acquisition or series of such related Permitted Acquisitions as a “Qualified Acquisition”;

provided, further, that any such Permitted Acquisition may be only qualify as a “Qualified Acquisition”

hereunder if such Permitted Acquisition has been designated as a “Qualified Acquisition” under the

Existing Revolving Credit Agreement pursuant to the terms thereof (which designation may be made

concurrently with any such designation hereunder).

“Qualified GPU Financing” means any GPU Financing that meets the following conditions: (1)

the Borrower shall have determined in good faith that such Qualified GPU Financing (including financing

terms, covenants, termination events and other provisions) is in the aggregate economically fair and

reasonable to the Borrower and its Subsidiaries, and (2) in the case of a GPU Financing in which the

Borrower or any Subsidiary sells GPU Assets pursuant to a Sale and Leaseback Transaction, or to a GPU

Financing Subsidiary in connection with or pursuant to a securitization or similar financing, all such sales

of GPU Assets and related assets are made at Fair Market Value (as conclusively determined in good faith

by the Borrower). The grant of a security interest in support of any Qualified GPU Financing shall be

limited in scope to the GPU Assets that are the subject of such Qualified GPU Financing.

“Qualified IPO” means the issuance by the Borrower or any direct or indirect parent company of

the Borrower of its common Equity Interests (and the contribution of any proceeds of such issuance to the

Borrower) in an underwritten public offering (which is either a primary offering or a primary and

secondary offering, other than a public offering pursuant to a registration statement on Form S-8)

pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act

and such Equity Interests are listed on a nationally-recognized stock exchange in the United States and

resulting in Net Equity Proceeds of at least $50,000,000.

“Receivables Assets” means a negotiable bill of exchange, negotiable promissory note or other

similar negotiable instrument issued by a customer of the Borrower or a Subsidiary payable to the

Borrower or such Subsidiary to evidence and set forth the obligations of such customer to make payments

to the Borrower or such Subsidiary for services provided by the Borrower or such Subsidiary to such

customer under a launch services contract, a contract for services in connection with, or for the use or

lease of all or a portion of, data centers owned by the Borrower or a Subsidiary, or, to the extent

constituting receivables, Starlink Financing Assets, in each case entered into in the ordinary course of

business, together with all rights, options, privileges, interests, advantages, recourses, titles, deeds,

benefits and claims of any nature of the Borrower or such Subsidiary supporting or securing payment of

such obligations (including any indemnity rights, any late payment interest and any other sums due or

which may become due to the Borrower or such Subsidiary in respect of such obligations), including

standby letters of credits or corporate guarantees.

“Receivables Financing” means any transaction in which in which Receivables Assets or interests

therein are sold by the Borrower or any Subsidiary directly to one or more Receivables Purchasers.

“Receivables Purchaser” means the investor or other purchaser of Receivables Assets from the

Borrower or a Subsidiary pursuant to a Receivables Financing; provided, that, no Receivables Purchaser

shall be a Loan Party or a Subsidiary or Affiliate of a Loan Party.

“Recipient” means the Administrative Agent, any Lender or any other recipient of any payment

to be made by or on account of any obligation of any Loan Party hereunder.

“Refinanced Debt” has the meaning specified in the definition of “Refinancing Indebtedness”.

“Refinancing Indebtedness” means Indebtedness of any Loan Party arising after the Closing Date,

in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of

existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, for

other Indebtedness (such extended, refinanced, renewed, replaced or refinanced Indebtedness, the

“Refinanced Debt”) to the extent permitted hereunder; provided, that: (a) the principal amount of such

Refinancing Indebtedness shall not exceed the principal amount of the Refinanced Debt (plus the amount

of reasonable refinancing fees and expenses incurred in connection therewith), any prepayment premiums

and any accrued interest on account thereof; (b) such Refinancing Indebtedness shall have a final maturity

that is no earlier than the final maturity of the Refinanced Debt; (c) such Refinancing Indebtedness shall

have a Weighted Average Life to Maturity not less than the then-remaining Weighted Average Life to

Maturity of the Refinanced Debt; (d) such Refinancing Indebtedness shall rank in right of payment no

more senior than, and be subordinated (if subordinated) to the Obligations on terms no less favorable,

taken as a whole, to the Administrative Agent and the Lenders than, the Refinanced Debt; (e) if the

Refinanced Debt or any guarantees thereof are unsecured, such Refinancing Indebtedness and any

guarantees thereof shall be unsecured; (f) if the Refinanced Debt or any guarantees thereof are secured,

such Refinancing Indebtedness and any guarantees thereof shall be secured in all material respects by

substantially the same or less collateral as secured such Refinanced Debt or any guarantees thereof; (g) if

the Refinanced Debt or any guarantees thereof are subordinated to any Indebtedness of the Loan Parties

other than the Obligations, such Refinancing Indebtedness and any guarantees thereof shall be

subordinated to the Obligations on terms no less favorable to the Administrative Agent and the Lenders

than the Refinanced Debt; and (h) the obligors in respect of the Refinanced Debt immediately prior to

such refinancing, refunding, extending, renewing or replacing thereof shall be the only obligors on such

Refinancing Indebtedness.

“Register” has the meaning specified in Section 11.06(c).

“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official

rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,

directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service

providers and representatives of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping,

deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the

indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other

closed receptacles containing any Hazardous Material), including the movement of any Hazardous

Material through the air, soil, surface water or groundwater.

“Removal Effective Date” has the meaning specified in Section 9.06(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than

events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means, with respect to a Committed Borrowing, or a conversion

or continuation of Committed Loans, a Committed Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing

more than fifty percent (50%) of the Total Credit Exposures of all Lenders at such time. The Total Credit

Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time;

provided, further, that, this definition shall be subject to the last sentence of Section 3.03(b).

“Rescindable Amount” has the meaning specified in Section 2.12(b)(ii).

“Resignation Effective Date” has the meaning specified in Section 9.06(a).

“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 Loan Party, (a) the chief executive officer,

president, vice president, chief financial officer, treasurer, assistant treasurer or controller of such Loan

Party, (b) solely for purposes of the delivery of secretary and/or incumbency certificates, the secretary or

any assistant secretary of such Loan Party, and (c) solely for purposes of notices given pursuant to

Article II, (i) any other officer or employee of such Loan Party so designated by any Responsible Officer

of such Loan Party identified in clause (a) or clause (b) above in a notice to the Administrative Agent, or

(ii) any other officer or employee of such Loan Party designated by such Loan Party pursuant to an

agreement between such Loan Party and the Administrative Agent. Any document delivered hereunder

that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been

authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and

such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To

the extent requested by the Administrative Agent, each Responsible Officer of each Loan Party will

provide an incumbency certificate in form and substance reasonably satisfactory to the Administrative

Agent.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account

of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries,

now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase

or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity

Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, and (c) any payment

made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire

shares of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter

outstanding.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and

any successor thereto.

“Sale and Leaseback Transaction” means, with respect to the Borrower or any Subsidiary, any

arrangement, directly or indirectly, with any Person whereby the Borrower or such Subsidiary shall sell or

transfer any property, whether now owned or hereafter acquired, and thereafter rent or lease such property

or other property that it intends to use for substantially the same purpose or purposes as the property being

sold or transferred.

“Same Day Funds” means immediately available funds.

“Sanction(s)” means any sanction administered or enforced by the United States Government

(including OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury

(“HMT”) or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority

succeeding to any of its principal functions.

“Second Funding Date” means the date of the first Credit Extension occurring after the Closing

Date pursuant to Section 4.02.

“Second Funding Date Guarantors” means X Corp., a Nevada corporation, X.AI LLC, a Nevada

limited liability company and CTC Property LLC, a Wyoming limited liability company.

“Securities Act” means the Securities Act of 1933.

“Securitization Transaction” means, with respect to any Person, any financing transaction or

series of financing transactions (including factoring arrangements or other financing arrangement with

respect to receivables) pursuant to which such Person or any Subsidiary of such Person may sell, convey

or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease

payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such

Person.

“Significant Subsidiary” means, on any date of determination, any Subsidiary that is a

“significant subsidiary” (as such term is defined in Regulation S-X promulgated by the SEC (as

Regulation S-X is in effect on the Closing Date)) as of such date.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve

Bank of New York (or a successor administrator).

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on

such date (a) the fair value of the property of such Person is greater than the total amount of liabilities,

including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such

Person is not less than the amount that will be required to pay the probable liability of such Person on its

debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that

it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they

mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business

or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e)

such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they

mature in the ordinary course of business. The amount of contingent liabilities at any time shall be

computed as the amount that, in the light of all the facts and circumstances existing at such time,

represents the amount that would reasonably be expected to become an actual or matured liability.

“Special Purpose Vehicle” means a trust, bankruptcy remote entity or other special purpose entity

which is a Subsidiary and which is formed for the purpose of, and engages in no material business other

than, acting as a lessor, issuer or depositor in a Securitization Transaction (and, in connection therewith,

owning the assets subject to such Securitization Transaction, and pledging or transferring any interests

therein).

“Specified Event of Default” means an Event of Default pursuant to Section 8.01(a),

Section 8.01(f) or Section 8.01(g).

“Starlink” means the operations and assets of the Borrower and its Subsidiaries related to (a)

development, manufacturing and operations of satellite constellations to deliver high speed broadband

internet, and (b) performance of government contracts related to the development of satellites and satellite

infrastructure.

“Starlink Financing Assets” means, collectively, all of the Borrower and its Subsidiaries rights,

title and interest in and to, and obligations under, the following assets, in each case related to the delivery

by Starlink of high speed broadband internet service to consumers: (a) user terminals and related

hardware (excluding, for the avoidance of doubt, satellites); (b) accounts arising from the sale, lease,

assignment or other disposition of hardware or related services and/or any fees or charges relating thereto;

license agreements, subscription agreements, servicing agreement and other agreements under which

revenues or fees may arise together; (d) Starlink Intellectual Property and any Intellectual Property Assets

reasonably necessary for the operation of Starlink; (e) regulatory approvals and licenses reasonably

necessary for the operation of Starlink; (f) all other contracts, agreements, grants, subsidies, government

awards and instruments reasonably necessary or helpful for exploitation of the forgoing by any Person;

(g) all books, documents and records related to the foregoing (including databases, customer lists and

other records, whether tangible or electronic, which contain any information relating to any of the

foregoing); and (h) all proceeds and products of any or all of the foregoing in whatever form received,

including proceeds of business interruption and other insurance and claims against third parties.

“Starlink Intellectual Property” means any and all Intellectual Property used or held use in, or

otherwise included in, Starlink.

“Subordinating Loan Party” has the meaning specified in Section 10.11.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability

company or other business entity of which a majority of the shares of securities or other interests having

ordinary voting power for the election of directors or other governing body (other than securities or

interests having such power only by reason of the happening of a contingency) are at the time beneficially

owned, or the management of which is otherwise controlled, directly, or indirectly through one or more

intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a

“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Supported QFC” has the meaning specified in Section 11.23.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative

transactions, forward rate transactions, commodity swaps, commodity options, forward commodity

contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or

forward bond or forward bond price or forward bond index transactions, interest rate options, forward

foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap

transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar

transactions or any combination of any of the foregoing (including any options to enter into any of the

foregoing), whether or not any such transaction is governed by or subject to any master agreement, and

(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.

“Swap Obligations” of any Person means the obligations of such Person pursuant to any Swap

Contract.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking

into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a)

for any date on or after the date such Swap Contracts have been closed out and termination value(s)

determined in accordance therewith, such termination value(s), and (b) for any date prior to the date

referenced in clause (a) above, the amount(s) determined as the mark-to-market value(s) for such Swap

Contracts, as determined based upon one or more mid-market or other readily available quotations

provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate

of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called

synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of

property creating obligations that do not appear on the balance sheet of such Person but which, upon the

insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person

(without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings

(including backup withholdings), assessments, fees or other charges imposed by any Governmental

Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means: (a) for any Interest Period with respect to a Term SOFR Loan, the rate per

annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to

the commencement of such Interest Period with a term equivalent to such Interest Period; provided, that,

if the rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR means the

Term SOFR Screen Rate on the first (1st) U.S. Government Securities Business Day immediately prior

thereto; and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per

annum equal to the Term SOFR Screen Rate with a term of one (1) month commencing that day;

provided, that, if the rate is not published prior to 11:00 a.m. on such determination date, then Term

SOFR means the Term SOFR Screen Rate on the first (1st) U.S. Government Securities Business Day

immediately prior thereto; provided, that, if Term SOFR determined in accordance with either of the

foregoing clause (a) or clause (b) would otherwise be less than zero, Term SOFR shall be deemed zero for

purposes of this Agreement.

“Term SOFR Conforming Changes” means, with respect to the use, administration of or any

conventions associated with SOFR, Term SOFR or any proposed Term SOFR Successor Rate, as

applicable, any conforming changes to the definition of “Base Rate”, the definition of “Interest Period”,

the definition of “SOFR”, the definition of “Term SOFR”, the timing and frequency of determining rates

and making payments of interest, and other technical, administrative or operational matters (including, for

the avoidance of doubt, the definition of “Business Day”, the definition of “U.S. Government Securities

Business Day”, the timing of Borrowing requests or prepayment, conversion or continuation notices, and

the length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to

reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof

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

Administrative Agent determines that adoption of any portion of such market practice is not

administratively feasible or that no market practice for the administration of such rate exists, in such other

manner of administration as the Administrative Agent determines is reasonably necessary in connection

with the administration of this Agreement and any other Loan Document).

“Term SOFR Loan” means a Committed Loan that bears interest at a rate based on clause (a) of

the definition of “Term SOFR”. All Term SOFR Loans shall be denominated in Dollars.

“Term SOFR Replacement Date” has the meaning specified in Section 3.03(b).

“Term SOFR Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or

any successor administrator satisfactory to the Administrative Agent) and published on the applicable

Reuters screen page (or such other commercially available source providing such quotations as may be

designated by the Administrative Agent from time to time).

“Term SOFR Successor Rate” has the meaning specified in Section 3.03(b).

“Threshold Amount” means $500,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitment of such

Lender at such time, plus the aggregate principal amount of such Lender’s outstanding Committed Loans

at such time.

“Trade Date” has the meaning specified in Section 11.06(g).

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Term

SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New

York.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the

Prudential Regulatory Authority Rulebook (as amended from time to time) promulgated by the United

Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the Financial Conduct

Authority 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.

“United States” and “U.S.” mean the United States of America.

“Unrestricted Cash” means, as of any date of determination, the aggregate amount of unrestricted

cash (as defined and determined in accordance with GAAP) and Cash Equivalents of the Borrower and its

Subsidiaries.

“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 any Person that is a “United States person” as defined in Section 7701(a)

(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.23.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(g)(ii)(B)(3).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the

number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into

(b) the total of the product obtained by multiplying (i) the amount of each then remaining installment,

sinking fund, serial maturity or other required payments of principal, including payment at final maturity,

in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse

between such date and the making of such payment.

“Wholly Owned Subsidiary” means a Subsidiary all of the Equity Interests of which (other than

directors’ qualifying shares) is owned by the Borrower or another Wholly Owned Subsidiary.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority,

the write-down and conversion powers of such EEA Resolution Authority from time to time under the

Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers

are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any

powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or

change the form of a liability of any UK Financial Institution or any contract or instrument under which

that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right

had been exercised under it or to suspend any obligation in respect of that liability or any of the powers

under that Bail-In Legislation that are related to or ancillary to any of those powers.

“X Credit Agreement” means that certain First Lien Credit Agreement, dated as of October 27,

2022 (as amended by Amendment No. 1 to Credit Agreement, dated February 5, 2025, Amendment No. 2

to Credit Agreement, dated February 20, 2025 and Amendment No. 3 to Credit Agreement, dated April

29, 2025, and as may be further amended, supplemented or otherwise modified from time to time in

accordance with the terms thereof), among X Holdings Corp., as holdings, X Corp., as borrower, the

lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

“X Tranche B-1 Term Loans” has the meaning assigned to the term “Tranche B-1 Loans” in the

X Credit Agreement.

“X Tranche B-2 Term Loans” has the meaning assigned to the term “Tranche B-2 Loans” in the

X Credit Agreement.

“X Tranche B-3 Term Loans” has the meaning assigned to the term “Tranche B-3 Loans” in the

X Credit Agreement.

“X.AI Credit Agreement” means that certain First Lien Credit Agreement, dated as of June 30,

2025 (as amended, supplemented or otherwise modified from time to time in accordance with the terms

thereof), among X.AI Corp, as holdings, X.AI LLC, as borrower, the lenders from time to time party

thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

“X.AI Indenture” means that certain Indenture, dated as of June 30, 2025 (as amended,

supplemented or otherwise modified from time to time) among the X.AI LLC and X.AI Co Issuer Corp.,

as issuers, X.AI Corp., as holdings, the guarantors party thereto from time to time and GLAS Trust

Company LLC, as trustee.

“X.AI Notes” means those certain 12.50% Notes due 2030 issued under the X.AI Indenture.

“X.AI Term Loans” has the meaning assigned to the term “Initial Term Loans” in the X.AI Credit

Agreement.

1.02Other Interpretive Provisions. With reference to this Agreement and each other Loan

Document, unless otherwise specified herein or in such other Loan Document:

(a)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”. Unless the context

requires otherwise, (i) any definition of or reference to any agreement, instrument or other

document (including any Organization Document) shall be construed as referring to such

agreement, instrument or other document as from time to time amended, restated, amended and

restated, supplemented, extended, replaced or otherwise modified (subject to any restrictions on

such amendments, restatements, amendments and restatements, supplements, extensions,

replacements or modifications set forth herein or in any other Loan Document), (ii) any reference

herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the

words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in

any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to

any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,

Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and

Schedules to, the Loan Document in which such references appear, (v) any reference to any law

shall include all statutory and regulatory provisions consolidating, amending, replacing or

interpreting such law and any reference to any law, rule or regulation shall, unless otherwise

specified, refer to such law, rule or regulation as amended, restated, amended and restated,

modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be

construed to have the same meaning and effect and to refer to any and all tangible and intangible

assets and properties, including cash, securities, accounts and contract rights. Terms defined in

the UCC (as in effect on the Closing Date) and not otherwise defined herein, shall, unless the

context otherwise indicates, have the meanings provided by those definitions.

(b)In the computation of periods of time from a specified date to a later specified

date, the word “from” means “from and including;” the words “to” and “until” each mean “to but

excluding;” and the word “through” means “to and including”.

(c)Section headings herein and in the other Loan Documents are included for

convenience of reference only and shall not affect the interpretation of this Agreement or any

other Loan Document.

(d)Any reference herein to a merger, consolidation, amalgamation, assignment, sale,

disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited

liability company, or an allocation of assets to a series of a limited liability company (or the

unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation,

assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate

Person. Any division of a limited liability company shall constitute a separate Person hereunder

(and each division of any limited liability company that is a Subsidiary, joint venture or any other

like term shall also constitute such a Person).

1.03Accounting Terms.

(a)Generally. All accounting terms not specifically or completely defined herein

shall be construed in conformity with, and all financial data (including financial ratios and other

financial calculations) required to be submitted pursuant to this Agreement shall be prepared in

conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a

manner consistent with that used in preparing the Audited Financial Statements, except as

otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of

determining compliance with any covenant (including the computation of the Financial

Covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to

be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the

effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

Notwithstanding anything contained herein to the contrary, with respect to determining the

permissibility of the incurrence of any Indebtedness, the proceeds thereof shall not be counted as

Unrestricted Cash for the purposes of clause (a)(ii) of the definition of “Consolidated Leverage

Ratio”. Prior to the delivery of financial statements pursuant to Section 6.01(a) for the fiscal year

of the Borrower ended December 31, 2025, any calculation or other determination to be made

pursuant to this Agreement by reference to the most recent financial statements of the Borrower

shall be calculated or determined, as applicable, by reference to the Interim Financial Statements.

(b)Changes in GAAP. If at any time any change in GAAP affect the computation of

any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the

Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall

negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof

in light of such change in GAAP (subject to the approval of the Required Lenders); provided,

that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance

with GAAP prior to such change therein, and (ii) the Borrower shall provide to the

Administrative Agent (for further distribution to the Lenders) financial statements and other

documents required under this Agreement or as reasonably requested hereunder setting forth a

reconciliation between calculations of such ratio or requirement made before and after giving

effect to such change in GAAP.

(c)Calculations. The parties hereto acknowledge and agree that all calculations of

financial ratios and tests or the Financial Covenant for any period shall be made on a Pro Forma

Basis with respect to (i) any Disposition of all of the Equity Interests of, or all or substantially all

of the assets of, a Subsidiary, occurring during such period, to the extent such Disposition is

permitted pursuant to this Agreement, (ii) any Disposition of a line of business or division of the

Borrower or any Subsidiary occurring during such period, to the extent such Disposition is

permitted pursuant to this Agreement, (iii) any Permitted Acquisition consummated in such

period, and (iv) the incurrence of any Indebtedness in such period.

1.04Rounding. Any financial ratios required to be maintained by the Borrower pursuant to

this Agreement shall be calculated by dividing the appropriate component by the other component,

carrying the result to one place more than the number of places by which such ratio is expressed herein

and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest

number).

1.05Times of Day. Unless otherwise specified, all references herein to times of day shall be

references to Eastern time (daylight or standard, as applicable).

1.06[Reserved].

1.07Interest Rates; Licensing.

(a)The Administrative Agent does not warrant, nor accept responsibility, nor shall

the Administrative Agent have any liability with respect to the administration, submission or any

other matter related to any reference rate referred to herein or with respect to any rate (including,

for the avoidance of doubt, the selection of such rate and any related spread or other adjustment)

that is an alternative or replacement for or successor to any such rate (including any successor

rate or any Term SOFR Successor Rate) (or any component of any of the foregoing) or the effect

of any of the foregoing, or of any Term SOFR Conforming Changes. The Administrative Agent

and its affiliates or other related entities may engage in transactions or other activities that affect

any reference rate referred to herein, or any alternative, successor or replacement rate (including

any successor rate or any Term SOFR Successor Rate) (or any component of any of the

foregoing) or any related spread or other 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 reference rate referred to herein or any alternative,

successor or replacement rate (including any successor rate or any Term SOFR Successor Rate)

(or any component of any of the foregoing), 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 other action or omission related to or affecting the selection, determination, or calculation

of any rate (or component thereof) provided by any such information source or service.

(b)By agreeing to make Committed Loans under this Agreement, each Lender is

confirming it has all licenses, permits and approvals necessary for use of the reference rates

referred to herein and it will do all things necessary to comply, preserve, renew and keep in full

force and effect such licenses, permits and approvals.

1.08Covenant Compliance. For purposes of determining compliance with any Dollar-

denominated restriction on the incurrence of Indebtedness set forth in Section 7.02, the Dollar-equivalent

principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the

relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term

Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, that, if such

Indebtedness is incurred to renew, extend, refund, defease, discharge, refinance or replace other

Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-

denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the

date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded

so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of

such Indebtedness being refinanced (plus the amount of reasonable refinancing fees and expenses

incurred in connection therewith). Notwithstanding any other provision of Section 7.02, the maximum

amount of Indebtedness that the Subsidiaries may incur pursuant to Section 7.02 shall not be deemed to

be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of

any Indebtedness incurred to renew, extend, refund, defease, discharge, refinance or replace other

Indebtedness, (i) if incurred in a different currency from the Indebtedness being refinanced, shall be

calculated based on the currency exchange rate applicable to the currencies in which such Refinancing

Indebtedness is denominated that is in effect on the date of such Refinancing Indebtedness, and (ii) shall

be deemed to be outstanding only when the proceeds thereof are not applied to effect such Refinancing

Indebtedness (and to pay any fees, premiums, penalties or expenses in connection therewith) within

ninety (90) days.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Committed Loans. Subject to the terms and conditions set forth herein, each Lender

severally agrees to make Loans (each such loan, a “Committed Loan”) in Dollars to the Borrower on any

Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding

the amount of such Lender’s outstanding Commitment; provided that there shall be no more than two (2)

Borrowings of Loans during the Availability Period. Loans borrowed under this Section 2.01 and paid or

prepaid may not be reborrowed. Committed Loans may be Base Rate Loans or Term SOFR Loans, as

further provided herein.

2.02Committed Borrowings; Conversions and Continuations of Committed Loans.

(a)Each Committed Borrowing, each conversion of Base Rate Loans to Term SOFR

Loans, each conversion of Term SOFR Loans to Base Rate Loans and each continuation of Term

SOFR Loans, in each case, shall be made upon the Borrower’s irrevocable prior written notice to

the Administrative Agent in the form of a Committed Loan Notice. Each Committed Loan Notice

must be received by the Administrative Agent not later than 1:00 p.m. (i) two (2) Business Days

prior to the requested date of any Committed Borrowing of, conversion to or continuation of

Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans and (ii) one

(1) Business Day prior to the requested date of any Committed Borrowing of Base Rate Loans.

Each Committed Borrowing of, conversion to or continuation of Term SOFR Loans, in each case,

shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

Each Committed Borrowing of or conversion to Base Rate Loans shall be in a principal amount

of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice

shall specify (A) whether the Borrower is requesting a Committed Borrowing, a conversion of

Base Rate Loans to Term SOFR Loans, a conversion of Term SOFR Loans to Base Rate Loans or

a continuation of Term SOFR Loans, as applicable, (B) the requested date of the Committed

Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),

Type of Committed Loans to be borrowed or to which existing Committed Loans are to be

converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the

Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to

give a timely notice requesting a conversion or continuation of Term SOFR Loans, then the

applicable Committed Loans shall be made as, or continued as, Term SOFR Loans with an

Interest Period of one (1) month. Any such automatic continuation of Term SOFR Loans shall be

effective as of the last day of the Interest Period then in effect with respect to the applicable

Committed Loans. If the Borrower requests a Committed Borrowing of, conversion to, or

continuation of Term SOFR Loans in any such Committed Loan Notice, but fails to specify an

Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall

promptly notify each Lender of the amount of its Applicable Percentage of the applicable

Committed Loans, and if no timely notice of a conversion or continuation is provided by the

Borrower, the Administrative Agent shall notify each Lender of the details of any automatic

continuation of Term SOFR Loans described in Section 2.02(a). In the case of a Committed

Borrowing, each Lender shall make the amount of its Committed Loan available to the

Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than (i)

10:00 a.m. in the case of a Committed Borrowing of Term SOFR Loans and (ii) 3:00 p.m. in the

case of a Committed Borrowing of Base Rate Loans, in each case, on the Business Day specified

in the applicable Committed Loan Notice. Upon satisfaction of the conditions set forth in Section

4.01, the Administrative Agent shall make all funds so received available to the Borrower in like

funds as received by the Administrative Agent either by wire transfer of such funds, in each case

in accordance with instructions provided to (and reasonably acceptable to) the Administrative

Agent by the Borrower.

(c)Except as otherwise provided herein, a Term SOFR Loan may be continued or

converted only on the last day of an Interest Period for such Loan. During the existence of a

Default, no Committed Loans may be requested as, converted to, or continued as Term SOFR

Loans, without the consent of the Required Lenders.

(d)After giving effect to all Committed Borrowings, all conversions of Term SOFR

Loans to Base Rate Loans, all conversions of Base Rate Loans to Term SOFR Loans and all

continuations of Term SOFR Loans, there shall not be more than ten (10) Interest Periods in

effect.

(e)Notwithstanding anything to the contrary in this Agreement, any Lender may

exchange, continue or rollover all or any portion of its Committed Loans in connection with any

refinancing, extension, loan modification or similar transaction permitted by the terms of this

Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the

Administrative Agent, and such Lender.

(f)With respect to SOFR or Term SOFR, the Administrative Agent will have the

right to make Term SOFR Conforming Changes from time to time and, notwithstanding anything

to the contrary herein or in any other Loan Document, any amendments implementing such Term

SOFR Conforming Changes will become effective without any further action or consent of any

other party to this Agreement or any other Loan Document; provided, that, with respect to any

such amendment effected, the Administrative Agent shall post each such amendment

implementing such Term SOFR Conforming Changes to the Borrower and the Lenders

reasonably promptly after such amendment becomes effective.

2.03[Reserved].

2.04[Reserved].

2.05Prepayments.

(a)Optional. The Borrower may, upon notice to the Administrative Agent, at any

time or from time to time voluntarily prepay Committed Loans in whole or in part without

premium or penalty; provided, that: (i) such notice must be in a form reasonably acceptable to the

Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m.

(A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the

date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a

principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in each

case, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of

Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in

excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice

shall specify the date, amount and currency of such prepayment and the Type(s) of Committed

Loans to be prepaid, and if Term SOFR Loans are to be prepaid, the Interest Period(s) of such

Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such

notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such

notice is given by the Borrower, the Borrower shall make such prepayment and the payment

amount specified in such notice shall be due and payable on the date specified therein. Any

prepayment of any Term SOFR Loans shall be accompanied by all accrued interest on the amount

prepaid, together with, in the case of prepayment of any Term SOFR Loans, any additional

amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall

be applied to the Committed Loans of the Lenders in accordance with their respective Applicable

Percentages.

(b)Mandatory.

(i)In the event that the Borrower or any of its Subsidiaries actually receives any Net

Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans in an

amount equal to 100% of such Net Cash Proceeds not later than three Business Days following

the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds. The Borrower

shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of

the receipt by the Borrower or, as applicable, any of its Subsidiaries, of such Net Cash Proceeds

from any Debt Issuance, and such notice shall be accompanied by a reasonably detailed

calculation of the Net Cash Proceeds.

(ii)In the event that the Borrower or any of its Subsidiaries actually receives any Net

Cash Proceeds arising from any Qualified IPO, then the Borrower shall prepay the Loans in an

amount equal to 100% of such Net Cash Proceeds not later than the date that is six (6) months

following the date on which the Borrower or such Subsidiary receives such Net Cash Proceeds.

The Borrower shall promptly (and not later than the date of receipt thereof) notify the

Administrative Agent of the receipt by the Borrower or, as applicable, any of its Subsidiaries, of

such Net Cash Proceeds from any Qualified IPO, and such notice shall be accompanied by a

reasonably detailed calculation of the Net Cash Proceeds; provided, that the filing of any final

prospectus with the SEC in connection with such Qualified IPO shall be deemed to satisfy the

notice requirement contained in the immediately preceding clause.

(iii)Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied

ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date

fixed for prepayment, plus, in the case of prepayment of any Term SOFR Loans, any additional

amounts required pursuant to Section 3.05.

2.06Termination or Reduction of Aggregate Commitments. The Commitments in respect

of any Loans funded during the Availability Period shall automatically terminate following the funding

thereof. On the Availability Period Termination Date, after giving effect to the Committed Loans made to

the Borrower on such date, the Aggregate Commitments shall be irrevocably terminated and immediately

reduced to zero.

2.07Repayment of Loans. The Borrower shall repay to each Lender, on such Lender’s

Maturity Date, the aggregate principal amount of the Committed Loans of such Lender made to the

Borrower and outstanding on such date.

2.08Interest.

(a)Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear

interest on the outstanding principal amount thereof for each Interest Period at a rate per annum

equal to Term SOFR for such Interest Period, plus the Applicable Rate for Term SOFR Loans,

and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from

the applicable Borrowing date at a rate per annum equal to the Base Rate, plus the Applicable

Rate for Base Rate Loans.

(b)Default Interest.

(i)If any amount of principal of any Loan is not paid when due (without regard to any

applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall

thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the

fullest extent permitted by Applicable Law.

(ii)If any amount (other than principal of any Loan) payable by any Loan Party

under any Loan Document is not paid when due (without regard to any applicable grace periods),

whether at stated maturity, by acceleration or otherwise, then upon the request of the Required

Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all

times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iii)Upon the request of the Required Lenders, while any Event of Default exists

(other than as set forth in Section 2.08(b)(i) or Section 2.08(b)(ii)), the Borrower shall pay interest

on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per

annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iv)Accrued and unpaid interest on past due amounts (including interest on past due

interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest

Payment Date applicable thereto and at such other times as may be specified herein. Interest

hereunder shall be due and payable in accordance with the terms hereof before and after

judgment, and before and after the commencement of any proceeding under any Debtor Relief

Law.

2.09Fees.

(a)Extension Fee. The Borrower shall pay to the Administrative Agent, for the

account of each Lender in accordance with its Applicable Percentage, an extension fee (the

“Extension Fee”) in Dollars equal to (i) with respect to the first Extension Election made by the

Borrower pursuant to Section 2.14, 0.25% of the aggregate principal amount of the Loans

extended pursuant to such Extension Election and (ii) with respect to the second Extension

Election made by the Borrower pursuant to Section 2.14, 0.25% of the aggregate principal

amount of the Loans extended pursuant to such Extension Election, in each case earned, due and

payable on the effective date of the applicable Extension.

(b)Duration Fees. The Borrower agrees to pay to the Administrative Agent for the

account of each Lender a duration fee in an amount equal to (i) 0.125% of the aggregate principal

amount of the Loans of such Lender outstanding on the date which is one (1) year following the

Closing Date, due and payable on such day (or if such day is not a Business Day, the next

succeeding Business Day) and (ii) 0.25% of the aggregate principal amount of the Loans of such

Lender outstanding on the date which is fifteen (15) months after the Closing Date, due and

payable on such day (or if such day is not a Business Day, the next succeeding Business Day).

(c)Other Fees. The Borrower shall pay to (i) the Administrative Agent in Dollars

the fees in the amounts and at the times specified in the Fee Letter; (ii) each Arranger, for its own

account, in Dollars, such fees in the amounts and at the times as shall have been separately agreed

upon in writing between the Borrower and such Arranger; and (iii) the Lenders, for their own

respective accounts, in Dollars, such fees in the amounts and at the times as shall have been

separately agreed upon in writing between the Borrower and such Lender. All of such fees shall

be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees. All computations of interest for Base Rate Loans

(including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year

of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and

interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees

or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall

accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any

portion thereof, for the day on which the Loan or such portion is paid; provided, that, any Loan that is

repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.

Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive

and binding for all purposes, absent manifest error.

2.11Evidence of Debt.

The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records

maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain

the Register in accordance with Section 11.06(c). The accounts or records maintained by each Lender

shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to

the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so

shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount

owing with respect to the Obligations. In the event of any conflict between the accounts and records

maintained by any Lender and the Register, the Register shall control in the absence of manifest error.

Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower

shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence

such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach

schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of

its Loans and payments with respect thereto.

2.12Payments Generally; Administrative Agent’s Clawback.

(a)General. All payments to be made by the Borrower shall be made free and clear

of and without condition or deduction for any counterclaim, defense, recoupment or setoff.

Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be

made to the Administrative Agent, for the account of the respective Lenders to which such

payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not

later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly

distribute to each Lender its Applicable Percentage (or other applicable share as provided herein)

of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All

payments received by the Administrative Agent after 1:00 p.m. shall, in each case, be deemed

received on the next succeeding Business Day and any applicable interest or fee shall continue to

accrue. If any payment to be made by the Borrower shall come due on a day other than a

Business Day, payment shall be made on the next following Business Day, and such extension of

time shall be reflected in computing interest or fees, as the case may be.

(b)

(i)Funding by Lenders; Presumption by Administrative Agent. Unless the

Administrative Agent shall have received notice from a Lender prior to the proposed date of any

Committed Borrowing of Term SOFR Loans (or, in the case of any Committed Borrowing of

Base Rate Loans, prior to 2:00 p.m. on the date of such Committed Borrowing) that such Lender

will not make available to the Administrative Agent such Lender’s share of such Committed

Borrowing, the Administrative Agent may assume that such Lender has made such share

available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing

of Base Rate Loans, that such Lender has made such share available in accordance with and at the

time required by Section 2.02) 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 Committed 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 in Same Day Funds 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 (A) in the case of a payment to be made by such Lender,

the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in

accordance with banking industry rules on interbank compensation, plus any administrative,

processing or similar fees customarily charged by the Administrative Agent in connection with

the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate

applicable to Base Rate Loans, in each case, as applicable. If the Borrower and such Lender shall

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 its share of the applicable Committed

Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s

Committed Loan included in such Committed 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.

(ii)Payments by Borrower; Presumptions by Administrative Agent. Unless the

Administrative Agent shall have received notice from the Borrower prior to the date on which

any payment is due to the Administrative Agent for the account of the Lenders 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 the amount due. With respect to any payment that the

Administrative Agent makes for the account of the Lenders hereunder as to which the

Administrative Agent determines (which determination shall be conclusive absent manifest error)

that any of the following applies (such payment referred to as the “Rescindable Amount”): (A)

the Borrower has not in fact made such payment; (B) the Administrative Agent has made a

payment in excess of the amount so paid by the Borrower (whether or not then owed); or (C) the

Administrative Agent has for any reason otherwise erroneously made such payment; then each of

the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the

Rescindable Amount so distributed to such Lender, in Same Day Funds 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 Federal Funds Rate and a rate

determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any

amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to the

Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing

provisions of this Article II, and such funds are not made available to the Borrower by the

Administrative Agent because the conditions to the applicable Credit Extension set forth in

Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative

Agent shall return such funds (in like funds as received from such Lender) to such Lender,

without interest.

(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to

make Committed Loans and to make payments pursuant to Section 11.04(c) are several and not

joint. The failure of any Lender to make any Committed Loan or to make any payment under

Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its

corresponding obligation to do so on such date, and no Lender shall be responsible for the failure

of any other Lender to so make its Committed Loan or to make its payment under Section

11.04(c).

(e)Funding Source. Nothing herein shall be deemed to obligate any Lender to

obtain the funds for any Loan in any particular place or manner or to constitute a representation

by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or

manner. Each Lender at its option may make any Credit Extension or otherwise perform its

obligations hereunder through any Lending Office (each, a “Designated Lender”); provided, that,

any exercise of such option shall not affect the obligation of the Borrower to repay any Credit

Extension in accordance with the terms of this Agreement. Any Designated Lender shall be

considered a Lender, as applicable; provided, that, designation of a Designated Lender is for

administrative convenience only and does not expand the scope of liabilities or obligations of any

Lender or any Designated Lender beyond those of the Lender designating such Person as a

Designated Lender as provided in this Agreement.

(f)Insufficient Funds. If at any time insufficient funds are received by and available

to the Administrative Agent to pay fully all amounts of principal, interest and fees then due

hereunder, such funds shall be applied (i) first, toward 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, toward payment of principal then due

hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal

then due to such parties.

2.13Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff

or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the

Committed Loans made by it resulting in such Lender’s receiving payment of a proportion of the

aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its

pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall

(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in

the Committed Loans, or make such other adjustments as shall be equitable, 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 Committed Loans and other amounts owing them; provided, that,

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is

recovered, such participations shall be rescinded and the purchase price restored to the extent of such

recovery, without interest, and (ii) the provisions of this Section 2.13 shall not be construed to apply to

(A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express

terms of this Agreement (including the application of funds arising from the existence of a Defaulting

Lender or a Disqualified Institution), (B) [reserved], or (C) any payment obtained by a Lender as

consideration for the assignment of or sale of a participation in any of its Committed Loans to any

assignee or participant, other than an assignment to the Borrower or any of its Subsidiaries or Affiliates

(as to which the provisions of this Section 2.13 shall apply). Each Loan Party 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 such Loan Party rights of setoff

and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of

such Loan Party in the amount of such participation.

2.14Extension of Maturity Date.

(a)Requests for Extension. The Borrower may, no more than two (2) times during

the term of this Agreement, by notice (any such notice, an “Extension Election”) delivered to the

Administrative Agent (which Extension Election shall be promptly delivered by the

Administrative Agent to each Lender), no earlier than thirty (30) days and no later than ten (10)

days prior to Maturity Date then in effect, extend the Maturity Date then applicable to each

Lender’s Loans (the Maturity Date then applicable to such Lender’s Loans being such Lender’s

“Current Maturity Date”) for a period of three (3) months. Subject to the satisfaction of the

conditions set forth in Section 2.14(b), effective as of the Current Maturity Date, the Current

Maturity Date shall be extended to the date falling three (3) months after the then-existing Current

Maturity Date. For the avoidance of doubt, each Extension shall extend the Maturity Date in

respect of all of the Loans outstanding held by each of the Lenders on the applicable Current

Maturity Date on a pro rata basis.

(b)Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any

extension of the Current Maturity Date pursuant to this Section 2.14 (each, an “Extension”) shall

not be effective unless, on the applicable date of effectiveness of any such extension, (i) the

Borrower shall pay the Extension Fees pursuant to Section 2.09(a), (ii) after giving effect to such

extension, (A) the representations and warranties of the Loan Parties contained in this Agreement

or any other Loan Document shall be true and correct in all material respects (unless already

qualified by materiality or “Material Adverse Effect” in which case, they shall be true and correct

in all respects) on and as of such date, except to the extent that such representations and

warranties specifically refer to an earlier date, in which case they shall be true and correct in all

material respects (unless already qualified by materiality or “Material Adverse Effect”, in which

case, they shall be true and correct in all respects) as of such earlier date, and (B) no Default shall

have occurred and be continuing, and (iii) the Administrative Agent shall have received (A) a

certificate of a Responsible Officer of the Borrower certifying that before and after giving effect

to such Extension, the conditions set forth in Section 2.14(b)(ii) have been satisfied, and (B) a

certificate of a Responsible Officer of each Loan Party attaching the resolutions adopted by such

Loan Party approving such extension (which, for the avoidance of doubt, may be the resolutions

previously delivered by such Loan Party in connection with the Closing Date, to the extent such

resolutions authorize such Extension).

2.15[Reserved].

2.16[Reserved].

2.17Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this

Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no

longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or

disapprove any amendment, waiver or consent with respect to this Agreement shall be

restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or

other amounts received by the Administrative Agent for the account of such Defaulting

Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or

otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to

Section 11.08 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, as the Borrower may

request (so long as no Default exists), to the funding of any Loan in respect of which such

Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as

determined by the Administrative Agent; third, to the payment of any amounts owing to

the Lenders as a result of any judgment of a court of competent jurisdiction obtained by

any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach

of its obligations under this Agreement; fourth, so long as no 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; and

fifth, to such Defaulting Lender or as otherwise directed by a court of competent

jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of

any Loans in respect of which such Defaulting Lender has not fully funded its appropriate

share, and (y) such Loans were made at a time when the conditions set forth in

Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the

Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the

payment of any Loans of such Defaulting Lender until such time as all Loans are held by

the Lenders in accordance with their Applicable Percentage. 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 shall be deemed paid to and redirected by such

Defaulting Lender, and each Lender irrevocably consents hereto.

(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in

writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify

the parties hereto, whereupon as of the effective date specified in such notice and subject to any

conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion

of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent

may determine to be necessary to cause the Committed Loans to be held pro rata by the Lenders

in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting

Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or

payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender;

provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no

change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any

claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Defined Terms. For purposes of this Section 3.01, the terms “Applicable Law”

and “Applicable Laws” include FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any

obligation of any Loan Party under any Loan Document shall be made without deduction or

withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as

determined in the good faith discretion of an applicable withholding agent) requires the deduction

or withholding of any Tax from any such payment by the applicable withholding agent, then the

applicable withholding agent shall be entitled to make such deduction or withholding and shall

timely pay the full amount deducted or withheld to the relevant Governmental Authority in

accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by

the applicable Loan Party shall be increased as necessary so that after such deduction or

withholding has been made (including such deductions and withholdings applicable to additional

sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the

sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by 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.

(d)Indemnification by Loan Parties. Each of the Loan Parties shall indemnify each

Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified

Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable

under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted

from a payment to such Recipient and any reasonable expenses arising therefrom or with respect

thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by

the relevant Governmental Authority. A certificate as to the amount of such payment or liability

delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the

Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent

manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the

Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes

attributable to such Lender (but only to the extent that any Loan Party has not already

indemnified the Administrative Agent for such Indemnified Taxes and without limiting the

obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to

comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant

or paid by the Administrative Agent in connection with any Loan Document, and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or

legally imposed or asserted by the relevant Governmental Authority. A certificate as to the

amount of such payment or liability delivered to any Lender by the Administrative Agent shall be

conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set

off and apply any and all amounts at any time owing to such Lender under any Loan Document or

otherwise payable by the Administrative Agent to the Lender from any other source against any

amount due to the Administrative Agent under this Section 3.01(e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by

any Loan Party to a Governmental Authority as provided in this Section 3.01, 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 any return required by

Applicable Laws to report such payment or other evidence of such payment reasonably

satisfactory to the Administrative Agent.

(g)Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of

withholding Tax with respect to payments made under any Loan Document shall deliver

to the Borrower and the Administrative Agent, at the time or times reasonably requested

by the Borrower or the Administrative Agent, such properly completed and executed

documentation reasonably requested by the Borrower or the Administrative Agent as will

permit such payments to be made without withholding or at a reduced rate of

withholding. In addition, 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 backup withholding or information reporting requirements. Notwithstanding

anything to the contrary in the preceding two sentences, the completion, execution and

submission of such documentation (other than such documentation set forth in Sections

3.01(g)(ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable

judgment such completion, execution or submission would subject such Lender to any

material unreimbursed cost or expense or would materially prejudice the legal or

commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the

Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower

and the Administrative Agent on or prior to the date on which such Lender

becomes a Lender under this Agreement (and from time to time thereafter upon

the reasonable request of the Borrower or the Administrative Agent), executed

copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal

backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of

copies as shall be requested by the recipient) on or prior to the date on which

such Foreign Lender becomes a Lender under this Agreement (and from time to

time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of

an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of

IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an

exemption from, or reduction of, U.S. federal withholding Tax pursuant

to the “interest” article of such tax treaty, and (y) with respect to any

other applicable payments under any Loan Document, IRS Form

W-8BEN-E (or W-8BEN, 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;

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

(3)in the case of a Foreign Lender claiming the benefits of

the exemption for portfolio interest under Section 881(c) of the Code, (x)

a certificate substantially in the form of Exhibit H-1 to the effect that

such Foreign Lender is not a “bank” within the meaning of Section

881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower

within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled

foreign corporation” described in Section 881(c)(3)(C) of the Code (a

“U.S. Tax Compliance Certificate”), and (y) executed copies of IRS

Form W-8BEN-E (or W-8BEN, as applicable); or

(4)to the extent a Foreign Lender is not the beneficial

owner, executed copies of IRS Form W-8IMY, accompanied by IRS

Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a

U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2

or Exhibit H-3, IRS Form W-9, and/or other certification documents

from each beneficial owner, as applicable; provided, that, if the Foreign

Lender is a partnership and one or more direct or indirect partners of

such Foreign Lender are claiming the portfolio interest exemption, such

Foreign Lender may provide a U.S. Tax Compliance Certificate

substantially in the form of Exhibit H-4 on behalf of each such direct and

indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of

copies as shall be requested by the recipient) on or prior to the date on which

such Foreign Lender becomes a Lender under this Agreement (and from time to

time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed copies of any other form prescribed by Applicable Law as a

basis for claiming exemption from or a reduction in U.S. federal withholding

Tax, duly completed, together with such supplementary documentation as may be

prescribed by Applicable Law to permit the Borrower or the Administrative

Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would

be subject to U.S. federal withholding Tax imposed by FATCA if such Lender

were to fail to comply with the applicable reporting requirements of FATCA

(including those contained in Section 1471(b) or 1472(b) of the Code, as

applicable), such Lender shall deliver to the Borrower and the Administrative

Agent at the time or times prescribed by Applicable 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 and to determine that such Lender has complied with such

Lender’s obligations under FATCA or to determine the amount to deduct and

withhold from such payment. Solely for purposes of this clause (D), “FATCA”

shall include any amendments made to FATCA after the Closing Date.

(iii)Each Lender agrees that if any form or certification it previously

delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any

respect, it shall update such form or certification or promptly notify the Borrower and the

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

(h)Treatment of Certain Refunds. Unless required by Applicable Laws, at no time

shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a

Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted

from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion

exercised in good faith, that it has received a refund of any Taxes as to which it has been

indemnified by any Loan Party or with respect to which any Loan Party has paid additional

amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such

refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan

Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-

of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than

any interest paid by the relevant Governmental Authority with respect to such refund); provided,

that, such Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to

such Loan Party (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) to the Recipient in the event the Recipient is required to repay such

refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section

3.01(h), in no event will the applicable Recipient be required to pay any amount to the applicable

Loan Party pursuant to this Section 3.01(h) the payment of which would place the Recipient in a

less favorable net after-Tax position than such Recipient would have been in if the Tax subject to

indemnification and giving rise to such refund had not been deducted, withheld or otherwise

imposed and the indemnification payments or additional amounts with respect to such Tax had

never been paid. This Section 3.01(h) shall not be construed to require any Recipient to make

available its Tax returns (or any other information relating to its Taxes that it deems confidential)

to any Loan Party or any other Person.

(i)Survival. Each party’s obligations under this Section 3.01 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 Aggregate Commitments and the occurrence of

the Facility Termination Date.

3.02Illegality. If any Lender determines that any Law has made it unlawful, or that any

Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office

to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR, or to

determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by such

Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or

maintain Term SOFR Loans or, in the case of Term SOFR Loans, to convert Base Rate Loans to Term

SOFR Loans shall be, in each case, suspended, and (b) if such notice asserts the illegality of such Lender

making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term

SOFR component of the Base Rate, the interest rate on which Base Rate 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 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, (i) the Borrower shall, upon demand from such Lender (with a copy to the

Administrative Agent), prepay in full such Term SOFR Loans then outstanding (which prepayment shall

be made, with respect to Term SOFR Loans, on the last day of the relevant Interest Periods of such Loans,

if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender

may not lawfully continue to maintain such Loans to such day, or, if applicable and such Loans are Term

SOFR Loans, convert such Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on

which Base Rate 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 Base Rate)), either on the

last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term

SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such

Term SOFR Loans, and (ii) if such notice asserts the illegality of such Lender determining or charging

interest rates based upon SOFR or Term SOFR, the Administrative Agent shall during the period of such

suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR

component thereof 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

prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or

converted, together with any additional amounts required pursuant to Section 3.05.

3.03Inability to Determine Rates.

(a)If in connection with any request for a Term SOFR Loan, or a request for a

conversion of Base Rate Loans to Term SOFR Loans, or a request for a continuation of Term

SOFR Loans, as applicable, (i) the Administrative Agent determines (which determination shall

be conclusive absent manifest error) that (A) no Term SOFR Successor Rate has been determined

in accordance with Section 3.03(b) and the circumstances under Section 3.03(b)(i) or the Term

SOFR Scheduled Unavailability Date has occurred or (B) adequate and reasonable means do not

otherwise exist for determining Term SOFR for any determination date(s) or requested Interest

Period, as applicable, with respect to a proposed Term SOFR Loan, or in connection with an

existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders

determine that for any reason Term SOFR for any determination date(s) or requested Interest

Period, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding

such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans shall be

suspended (to the extent of the affected Term SOFR Loans, Interest Periods or determination

date(s), as applicable), and (y) in the event of a determination described above with respect to the

Term SOFR component of the Base Rate, the utilization of the Term SOFR component in

determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in

the case of a determination by the Required Lenders described in clause (a)(ii) above, until the

Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon

receipt of such notice, (1) the Borrower may revoke any pending request for a Committed

Borrowing of, conversion to or continuation of the applicable Loans (to the extent of the affected

Term SOFR Loans, Interest Periods or determination date(s), as applicable) or, failing that, with

respect to any request for a Committed Borrowing of, conversion to, or continuation of Term

SOFR Loans, will be deemed to have converted such request into a request for a Committed

Borrowing of Base Rate Loans and (2) any outstanding affected Term SOFR Loans shall be

converted to Base Rate Loans at the end of their respective applicable Interest Periods.

(b)Notwithstanding anything to the contrary in this Agreement or any other Loan

Documents, if the Administrative Agent determines (which determination shall be conclusive

absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent

(with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required

Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for

ascertaining one (1) month, three (3) month, and six (6) month interest periods of Term SOFR,

including because the Term SOFR Screen Rate is not available or published on a current basis

and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator

of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the

Administrative Agent or such administrator with respect to its publication of Term SOFR, in each

case acting in such capacity, has made a public statement identifying a specific date after which

one (1) month, three (3) month, and six (6) month interest periods of Term SOFR or the Term

SOFR Screen Rate shall no longer be representative or made available, or permitted to be used

for determining the interest rate of syndicated loans denominated in Dollars, or shall or will

otherwise cease; provided, that, at the time of such statement, there is no successor administrator

that is satisfactory to the Administrative Agent that will continue to provide such interest periods

of Term SOFR after such specific date on a representative basis (the latest date on which one (1)

month, three (3) month, and six (6) month interest periods of Term SOFR or the Term SOFR

Screen Rate are no longer representative or available permanently or indefinitely, the “Term

SOFR Scheduled Unavailability Date”); then, on a date and time determined by the

Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at

the end of an Interest Period or on the relevant Interest Payment Date, as applicable, for interest

calculated and, solely with respect to clause (ii) above, no later than the Term SOFR Scheduled

Unavailability Date, Term SOFR will be replaced hereunder and under any other Loan

Documents with Daily Simple SOFR for any payment period for interest calculated that can be

determined by the Administrative Agent, in each case, without any amendment to, or further

action or consent of any other party to, this Agreement or any other Loan Document (any such

successor rate established pursuant to this Section 3.03(b), a “Term SOFR Successor Rate”). If

the Term SOFR Successor Rate is Daily Simple SOFR, all interest payments will be payable on a

monthly basis.

Notwithstanding anything to the contrary herein, (A) if the Administrative Agent

determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement

Date, or (B) if the events or circumstances of the type described in clause (i) above or clause (ii)

above have occurred with respect to the Term SOFR Successor Rate then in effect, then, in each

case, the Administrative Agent and the Borrower may amend this Agreement solely for the

purpose of replacing Term SOFR or any then-current Term SOFR Successor Rate in accordance

with this Section 3.03(b) at the end of any Interest Period, relevant Interest Payment Date or

payment period for interest calculated, as applicable, with an alternative benchmark rate giving

due consideration to any evolving or then-existing convention for similar credit facilities

syndicated and agented in the United States and denominated in Dollars for such alternative

benchmark and, in each case, including any mathematical or other adjustments to such

benchmark giving due consideration to any evolving or then-existing convention for similar credit

facilities syndicated and agented in the United States and denominated in Dollars for such

benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall constitute

a “Term SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on

the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed

amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the

Required Lenders have delivered to the Administrative Agent written notice that such Required

Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and

each Lender of the implementation of any Term SOFR Successor Rate. Any Term SOFR

Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the

extent such market practice is not administratively feasible for the Administrative Agent, such

Term SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by

the Administrative Agent. Notwithstanding anything else herein, if at any time any Term SOFR

Successor Rate as so determined would otherwise be less than zero, such Term SOFR Successor

Rate will be deemed to be zero for the purposes of this Agreement and the other Loan

Documents.

In connection with the implementation of a Term SOFR Successor Rate, the

Administrative Agent will have the right to make Term SOFR Conforming Changes from time to

time and, notwithstanding anything to the contrary herein or in any other Loan Document, any

amendments implementing such Term SOFR Conforming Changes will become effective without

any further action or consent of any other party to this Agreement; provided, that, with respect to

any such amendment effected, the Administrative Agent shall post each such amendment

implementing such Term SOFR Conforming Changes to the Borrower and the Lenders

reasonably promptly after such amendment becomes effective.

For purposes of this Section 3.03(b), those Lenders that either have not made, or do not

have an obligation under this Agreement to make, Term SOFR Loans (or Loans accruing interest

by reference to a Term SOFR Successor Rate, as applicable) shall be excluded from any

determination of Required Lenders.

3.04Increased Costs.

(a)Increased Costs Generally. 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;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes,

(B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, and

obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any applicable interbank market any other

condition, cost or expense affecting this Agreement or any Term SOFR Loans made by

such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making,

converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any

such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder

(whether of principal, interest or any other amount) then, upon request of such Lender, the

Borrower will pay to such Lender such additional amount or amounts as will compensate such

Lender for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender determines that any Change in Law

affecting such Lender or any Lending Office of such Lender or such Lender’s holding company,

if any, regarding capital or liquidity requirements has or would have the effect of reducing the

rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,

as a consequence of this Agreement, the Commitment of such Lender or the Loans made by such

Lender to a level below that which such Lender or such Lender’s holding company could have

achieved but for such Change in Law (taking into consideration such Lender’s policies and the

policies of such Lender’s holding company with respect to capital adequacy), then from time to

time the Borrower will pay to such Lender such additional amount or amounts as will compensate

such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender setting forth the

amount or amounts necessary to compensate such Lender or its holding company, as the case may

be, as specified in Section 3.04(a) or Section 3.04(b) and delivered to the Borrower shall be

conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due

on any such certificate within ten (10) days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender to demand

compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a

waiver of such Lender’s right to demand such compensation; provided, that, the Borrower shall

not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04

for any increased costs incurred or reductions suffered more than nine (9) months prior to the date

that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs

or reductions and of such Lender’s intention to claim compensation therefor (except that, if the

Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9)-

month period referred to above shall be extended to include the period of retroactive effect

thereof).

3.05Compensation for Losses. Upon demand of any Lender (with a copy to the

Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and

hold such Lender harmless from any loss, cost or expense (but excluding loss of anticipated profits)

incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a

Base Rate Loan on a day other than the last day of any Interest Period, relevant interest payment

date or payment period, as applicable, for such Loan, if applicable (whether voluntary,

mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by the Borrower (for a reason other than the failure of such Lender to

make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on

the date or in the amount notified by the Borrower; or

(c)any assignment of a Term SOFR Loan on a day other than the last day of the

Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

including any foreign exchange loss and any loss or expense arising from the liquidation or reemployment

of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which

such funds were obtained or from the performance of any foreign exchange contract.

3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. Each Lender may make any Credit

Extension to the Borrower through any Lending Office; provided, that, the exercise of this option

shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with

the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires

the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any

Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender

gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender shall, as

applicable, use reasonable efforts to designate a different Lending Office for funding or booking

its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,

branches or affiliates, if, in the judgment of such Lender, such designation or assignment

(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the

case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as

applicable, and (ii) in each case, 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.

(b)Replacement of Lenders. If any Lender requests compensation under Section

3.04 or Section 3.05, or if the Borrower is required to pay any Indemnified Taxes or additional

amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to

Section 3.01 and, in each case, such Lender has declined or is unable to designate a different

lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in

accordance with Section 11.13.

3.07Survival. All of the Borrower’s obligations under this Article III shall survive

termination of the Aggregate Commitments, the occurrence of the Facility Termination Date, and

resignation of the Administrative Agent.

ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions to Closing Date. The effectiveness of this Agreement and the obligation of

each Lender to make a Credit Extension hereunder on the Closing Date, in each case, is subject to

satisfaction of the following conditions precedent:

(a)Receipt by the Administrative Agent of received counterparts of this Agreement

and each other Loan Document to be executed and delivered on the Closing Date, in each case

executed by (i) a Responsible Officer of the Borrower, and (ii) in the case of this Agreement, each

Lender and the Administrative Agent.

(b)Receipt by the Administrative Agent of the following: (i) copies of the

Organization Documents of the Borrower certified to be true and complete as of a recent date by

the appropriate Governmental Authority of the jurisdiction of its organization and certified by a

Responsible Officer of the Borrower to be true and correct as of the Closing Date; (ii) such

certificates of resolutions or other action, incumbency certificates, and/or other certificates of

Responsible Officers of the Borrower as the Administrative Agent may reasonably require

evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to

act as a Responsible Officer in connection with this Agreement and the other Loan Documents to

which the Borrower is a party; (iii) such documents and certifications as the Administrative Agent

may reasonably require to evidence that the Borrower is duly organized or formed, and is validly

existing, in good standing and qualified to engage in business in its jurisdiction of organization.

(c)Receipt by the Administrative Agent of an opinion of counsel for the Borrower,

dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and

substance acceptable to the Administrative Agent.

(d)There shall not have occurred since December 31, 2024 any event or condition

that has had or could be reasonably expected to have, either individually or in the aggregate, a

Material Adverse Effect.

(e)After giving effect to the transactions contemplated by the Loan Documents to be

consummated on the Closing Date, (i) the representations and warranties contained in this

Agreement or any other Loan Document shall be true and correct in all material respects (unless

already qualified by materiality or “Material Adverse Effect” in which case, they shall be true and

correct in all respects) on and as of the Closing Date, except to the extent that such

representations and warranties specifically refer to an earlier date, in which case they shall be true

and correct in all material respects (unless already qualified by materiality or “Material Adverse

Effect”, in which case, they shall be true and correct in all respects) as of such earlier date, and

(ii) no Default shall have occurred and be continuing.

(f)Receipt by the Administrative Agent of a certificate signed by a Responsible

Officer of the Borrower certifying (i) that the conditions specified in Sections 4.01(d) and 4.01(e)

have been satisfied, and (ii) that the Borrower and its Subsidiaries, on a consolidated basis after

giving effect to the transactions contemplated by the Loan Documents to be consummated on the

Closing Date, are Solvent, and (iii) as to the Debt Ratings as of the Closing Date.

(g)Substantially concurrently with the funding of the Loans on the Closing Date, all

indebtedness under the Existing Subsidiary Indebtedness (other than the X.AI Notes) and all

related guarantees, security interests and liens, shall be repaid, redeemed, repurchased, defeased,

discharged, refinanced, released or terminated.

(h)The Borrower and each Second Funding Date Guarantor shall have provided to

the Administrative Agent and each Lender the documentation and other information requested by

the Administrative Agent or such Lender in order to comply with Applicable Law, including the

PATRIOT Act. If the Borrower qualifies as a “legal entity customer” under the Beneficial

Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a

Beneficial Ownership Certification in relation to the Borrower.

(i)The Administrative Agent (or, to the extent paid directly to an Arranger, such

Arranger) shall have received all fees owing to the Administrative Agent, the Lenders and the

Arrangers and required to be paid on or prior to the Closing Date pursuant to the Loan

Documents and any other fee letter entered into in connection with the Loan Documents.

(j)The Borrower shall have paid all reasonable and documented out-of-pocket

expenses of the Administrative Agent and the Arrangers required to be reimbursed by the

Borrower prior to or on the Closing Date (including the reasonable and documented fees, charges

and disbursements of counsel to Administrative Agent (directly to such counsel if requested by

the Administrative Agent)) to the extent invoiced on or prior to the Closing Date.

(k)The Administrative Agent shall have received a Request for Credit Extension in

accordance with the requirements hereof.

(l)No default or event of default shall have occurred and be continuing under the

Existing Revolving Credit Agreement or under any other loan document, credit agreement or

other contract relating to any Indebtedness of the Borrower or any of its Subsidiaries in an

outstanding principal or committed amount in excess of the Threshold Amount.

Without limiting the generality of the provisions of Section 9.03 or Section 9.04, for purposes of

determining compliance with the conditions specified in this Section 4.01, each Lender that has signed

this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each

document or other matter required thereunder to be consented to or approved by or acceptable or

satisfactory to a Lender (or any of its Affiliates) unless the Administrative Agent shall have received

notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02Conditions to Borrowings After the Closing Date. The obligation of each Lender to

honor any Request for Credit Extension (other than a Committed Loan Notice only requesting (x) a

conversion of Term SOFR Loans to Base Rate Loans or a conversion of Base Rate Loans to Term SOFR

Loans, or (y) a continuation of Term SOFR Loans) is subject to satisfaction of the following conditions

precedent:

(a)The representations and warranties of the Loan Parties contained in this

Agreement or any other Loan Document shall be true and correct in all material respects (unless

already qualified by materiality or “Material Adverse Effect” in which case, they shall be true and

correct in all respects) on and as of the date of such Credit Extension, except to the extent that

such representations and warranties specifically refer to an earlier date, in which case they shall

be true and correct in all material respects (unless already qualified by materiality or “Material

Adverse Effect”, in which case, they shall be true and correct in all respects) as of such earlier

date; provided, that, solely in connection with any Credit Extension made after the Closing Date,

this Section 4.02(a) shall not require the representations and warranties set forth in Section

5.05(c), Section 5.06 or Section 5.08 to be true and correct in all material respects (or in all

respects if already qualified by materiality or “Material Adverse Effect”) in connection with such

Credit Extension.

(b)No Default shall exist, or would result from such proposed Credit Extension or

from the application of the proceeds thereof.

(c)Substantially concurrently with the funding of the Loans on such date, all

indebtedness under the X.AI Notes and all related guarantees, security interests and liens, shall be

repaid, redeemed, repurchased, defeased, discharged, refinanced, released or terminated.

(d)The Administrative Agent (or, to the extent paid directly to an Arranger, such

Arranger) shall have received all fees owing to the Administrative Agent, the Lenders and the

Arrangers and required to be paid on or prior to the date of such Credit Extension pursuant to the

Loan Documents and any other fee letter entered into in connection with the Loan Documents,

and the Borrower shall have paid all reasonable and documented out-of-pocket expenses of the

Administrative Agent and the Arrangers required to be reimbursed by the Borrower prior to or on

the date of such Credit Extension (including the reasonable and documented fees, charges and

disbursements of counsel to Administrative Agent (directly to such counsel if requested by the

Administrative Agent)) to the extent invoiced on or prior to the date of such Credit Extension.

(e)Receipt by the Administrative Agent of a certificate signed by a Responsible

Officer of the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis

after giving effect to the transactions contemplated by the Loan Documents to be consummated

on the date of such Credit Extension, are Solvent.

(f)The Administrative Agent shall have received a Request for Credit Extension in

accordance with the requirements hereof

(g)Receipt by the Administrative Agent of duly executed Joinder Agreements from

the Second Funding Date Guarantors, causing each to become a Guarantor under Article X as of

the Second Funding Date.

(h)Delivery of organizational documents, incumbency certificates, good standing

certificates, authorizing resolutions and officer certificates for each Second Funding Date

Guarantor, in each case substantially consistent with the Borrower deliverables referenced in

Section 4.01(b), all in form and substance reasonably satisfactory to the Administrative Agent.

(i)Receipt of opinions of counsel to the Second Funding Date Guarantors, dated as

of the Second Funding Date and addressed to the Administrative Agent and the Lenders, in form

and substance reasonably satisfactory to the Administrative Agent.

Each Request for Credit Extension (other than a Committed Loan Notice only requesting (x) a

conversion of Term SOFR Loans to Base Rate Loans or a conversion of Base Rate Loans to Term SOFR

Loans, or (y) a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a

representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and 4.02(b)

have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:

5.01Existence, Qualification and Power. Each of the Borrower and each Subsidiary (a) is

duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the

jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own and

operate its properties and to carry on its business as now conducted, and (ii) execute, deliver and perform

its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and, as

applicable, in good standing under the Laws of each jurisdiction where its assets are located and wherever

necessary to carry out its business and operations; except in each case referred to in clause (a) (solely as it

relates to any Subsidiary other than a Loan Party), clause (b)(i) or clause (c), to the extent that failure has

not had, and could not be reasonably expected to have, individually or in the aggregate, a Material

Adverse Effect.

5.02Authorization; No Contravention.

(a)The execution, delivery and performance by each Loan Party of each Loan

Document to which such Person is party, have been duly authorized by all necessary corporate or

other organizational action.

(b)The execution, delivery and performance by each Loan Party of each Loan

Document to which such Person is party do not and will not: (i) violate (A) any material

provision of any Applicable Law or any governmental rule or regulation applicable to the

Borrower or any of its Subsidiaries, (B) any of the Organization Documents of the Borrower or

any of its Subsidiaries, or (C) any material order, judgment or decree of any court or other

Governmental Authority binding on the Borrower or any of its Subsidiaries; (ii) conflict with,

result in a breach of or constitute (with due notice or lapse of time or both) a default under any

material Contractual Obligation to which such Person is a party or affecting such Person or the

properties of such Person or any of its Subsidiaries; (iii) result in or require the creation or

imposition of any Lien upon any of the properties or assets of the Borrower or any of its

Subsidiaries; or (iv) require any approval of stockholders, members or partners or any approval or

consent of any Person under any material Contractual Obligation to which such Person is a party

or affecting such Person or the properties of such Person or any of its Subsidiaries, except for

such approvals or consents which will be obtained on or before the Closing Date.

5.03Governmental Consents. The execution, delivery and performance by each Loan Party

of each Loan Document to which such Person is party and the consummation of the transactions

contemplated by the Loan Documents do not and will not require any registration with, consent or

approval of, or notice to, or other action to, with or by, any Governmental Authority, except for

registrations, consents or approvals obtained, or notices made or other actions taken, on or before the

Closing Date.

5.04Binding Effect. 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 party thereto.

This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal,

valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto

in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles

relating to enforceability regardless of whether considered in a proceeding in equity or at law.

5.05Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP

consistently applied throughout the period covered thereby, except as otherwise expressly noted

therein, (ii) fairly present, in all material respects, the financial condition of the Borrower and its

Subsidiaries as of the date thereof and their results of operations, cash flows and changes in

shareholders’ equity for the period covered thereby in accordance with GAAP consistently

applied throughout the period covered thereby, except as otherwise expressly noted therein, and

(iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and

its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and

Indebtedness. The audited financial statements most recently delivered pursuant to Section

6.01(a) (A) were prepared in accordance with GAAP consistently applied throughout the period

covered thereby, except as otherwise expressly noted therein, (B) fairly present, in all material

respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and

their results of operations, cash flows and changes in shareholders’ equity for the period covered

thereby in accordance with GAAP consistently applied throughout the period covered thereby,

except as otherwise expressly noted therein, and (C) show all material indebtedness and other

liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof,

including liabilities for taxes, material commitments and Indebtedness.

(b)The Interim Financial Statements (i) were prepared in accordance with GAAP

consistently applied throughout the period covered thereby, except as otherwise expressly noted

therein, and (ii) fairly present, in all material respects, the financial condition of the Borrower and

its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in

shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii)

above, to the absence of footnotes and to normal year-end audit adjustments. The unaudited

financial statements most recently delivered pursuant to Section 6.01(b) (A) were prepared in

accordance with GAAP consistently applied throughout the period covered thereby, except as

otherwise expressly noted therein, and (B) fairly present, in all material respects, the financial

condition of the Borrower and its Subsidiaries as of the date thereof and their results of

operations, cash flows and changes in shareholders’ equity for the period covered thereby,

subject, in the case of clauses (A) and (B) above, to the absence of footnotes and to normal year-

end audit adjustments.

(c)Since the date of the Audited Financial Statements, there has been no event or

circumstance that has had or could reasonably be expected to have, either individually or in the

aggregate, a Material Adverse Effect.

5.06Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the

knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any

Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their

properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document,

or any of the transactions contemplated hereby, or (b) individually or in the aggregate could reasonably be

expected to have a Material Adverse Effect.

5.07No Default. No Default has occurred and is continuing or would result from the

consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08Environmental Compliance. To the Borrower’s knowledge, neither the Borrower nor

any of its Subsidiaries, nor any of their respective Facilities or operations, are subject to any outstanding

written order, consent decree or settlement agreement with any Person relating to any Environmental

Law, any Environmental Claim, or any Hazardous Materials Activities that, individually or in the

aggregate, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any

of its Subsidiaries has received any letter or request for information under Section 104 of the

Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any

comparable state law. There are and, to each of the Borrower’s and its Subsidiaries’ knowledge, have

been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected

to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries that,

individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither

the Borrower nor any of its Subsidiaries nor, to any Loan Party’s knowledge, any predecessor of the

Borrower or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or

present treatment of Hazardous Materials at any Facility, and none of the Borrower’s or any of its

Subsidiary’s operations involves the generation, transportation, treatment, storage or disposal of

hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, except in each case as

set forth on Schedule 5.08. Compliance with all current or reasonably foreseeable future requirements

pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the

aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to

the Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous

Materials, or any Hazardous Materials Activity, which individually or in the aggregate has had, or could

reasonably be expected to have, a Material Adverse Effect.

5.09Payment of Taxes. Except as otherwise permitted pursuant to Section 6.04, all Federal

and State income and other material Tax returns and reports of the Borrower and its Subsidiaries required

to be filed by any of them have been timely filed, and all Taxes shown on such tax returns to be due and

payable and all other material Taxes, assessments, fees and other governmental charges upon the

Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and

franchises which are due and payable have been paid when due and payable. There is no Tax assessment

proposed in writing against the Borrower or any of its Subsidiaries which is not being actively contested

by the Borrower or such Subsidiary in good faith and by appropriate proceedings; provided, that, such

reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have

been made or provided therefor.

5.10ERISA Compliance.

(a)Each Plan is in compliance in all material respects with the applicable provisions

of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a

qualified plan under Section 401(a) of the Code has received a favorable determination letter

from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code

and the trust related thereto has been determined by the IRS to be exempt from federal income tax

under Section 501(a) of the Code, or an application for such a letter is currently being processed

by the IRS. To the best knowledge of the Borrower, nothing has occurred that would prevent or

cause the loss of such tax-qualified status.

(b)There are no pending or, to the best knowledge of the Borrower, threatened

claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan

that have had or could reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect. There has been no non-exempt prohibited transaction (within the meaning of

Section 406 of ERISA) or violation of the fiduciary responsibility rules under ERISA with respect

to any Plan that has had or could reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect.

(c)(i) No ERISA Event has occurred, and neither the Borrower nor any ERISA

Affiliate is aware of any fact, event or circumstance that could reasonably be expected to

constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan;

(ii) as of the most recent valuation date for any Pension Plan, the funding target attainment

percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and

neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could

reasonably be expected to cause the funding target attainment percentage for any such plan to

drop below sixty percent (60%) as of the most recent valuation date; (iii) neither the Borrower nor

any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of

premiums, and there are no premium payments which have become due that are unpaid; (iv)

neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could reasonably

be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan

has been terminated by the plan administrator thereof nor by the PBGC during the preceding five

(5) years, and no event or circumstance has occurred or exists that could reasonably be expected

to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension

Plan.

(d)As of the Closing Date, the Borrower is not and will not be using “plan

assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or

otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments.

5.11Margin Regulations; Investment Company Act.

(a)The Borrower is not engaged nor will it engage, principally or as one of its

important activities, in the business of purchasing or carrying margin stock (within the meaning

of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock.

Following the application of the proceeds of each Borrowing, not more than twenty-five percent

(25%) of the value of the assets (either of the Borrower only or of the Borrower and its

Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.03 or

subject to any restriction contained in any agreement or instrument between the Borrower and any

Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section

8.01(e) will be margin stock.

(b)None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is

or is required to be registered as an “investment company” under the Investment Company Act of

1940.

5.12Disclosure.

(a)The Borrower has disclosed to the Administrative Agent and the Lenders all

agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is

subject, and all other matters known to it, that, individually or in the aggregate, could reasonably

be expected to result in a Material Adverse Effect. No written report, financial statement,

certificate or other information furnished by or on behalf of any Loan Party to the Administrative

Agent or any Lender in connection with the transactions contemplated hereby and the negotiation

of this Agreement or delivered hereunder or under any other Loan Document, as and when

furnished (and when taken as a whole and after giving effect to any supplements or updates

thereto), contains any material misstatement of fact or omits to state 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 to be reasonable at the time, it being understood that any such projected financial

information is subject to significant uncertainties and contingencies, many of which are beyond

the Borrower’s control, that no assurances can be given that any particular projections will be

realized, and that actual results may differ and that such differences may be material and are not a

guarantee of performance.

(b)As of the Closing Date, the information included in the most recent Beneficial

Ownership Certification delivered to any Lender on or prior to the Closing Date in connection

with this Agreement, if applicable, is true and correct in all respects. As of each date on which an

updated Beneficial Ownership Certification is delivered to any Lender pursuant to Section

6.02(d), the information included in any such Beneficial Ownership Certification as of the date of

such delivery is true and correct in all respects.

5.13Compliance with Laws and Material Contractual Obligations. The Borrower and

each Subsidiary is in compliance with the requirements of all Applicable Law, except in such instances in

which the failure to comply therewith could not reasonably be expected to have, either individually or in

the aggregate, a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default under or

with respect to any Contractual Obligation to which such Person is a party or affecting such Person or the

properties of such Person or any of its Subsidiaries that has had or could reasonably be expected to have,

either individually or in the aggregate, a Material Adverse Effect.

5.14Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own and have

retained all rights to, or otherwise possess the right to use, all of the patents, patent rights, trademarks,

service marks, trade names, copyrights, Internet domain names, licenses and other intellectual property

rights in the case of each of the foregoing that are necessary for the operation of their respective

businesses as currently conducted, without conflict with the rights of any other Person. Neither the

Borrower nor any of its Subsidiaries is infringing upon or otherwise violating any rights held by any other

Person in a manner that has had or could reasonably be expected to have, either individually or in the

aggregate, a Material Adverse Effect. Except as set forth on Schedule 5.14, no claim is pending and no

allegation has been asserted in writing in the last three (3) years by any Person challenging or questioning

any use by the Borrower and its Subsidiaries of any patents, trademarks, or copyrights, or the ownership,

validity or enforceability of any patents, trademarks, or copyrights of the Borrower and its Subsidiaries or

alleging that the conduct of business by the Borrower or any of its Subsidiaries infringes or violates the

rights of any Person, nor does any Loan Party know of any valid basis for any such claim, which, either

individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.15Solvency. On the Closing Date, the Borrower and its Subsidiaries, on a consolidated

basis, are Solvent.

5.16OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the

Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is

an individual or entity that is, or is owned or controlled by one or more individuals or entities that are, (a)

currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated

Nationals or the UK Sanctions List, or any similar list enforced by any other relevant sanctions authority,

or (c) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have

conducted their businesses in compliance in all material respects with all applicable Sanctions and have

instituted and maintained policies and procedures designed to promote and achieve compliance with such

Sanctions.

5.17Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted their

businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of

1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and

have instituted and maintained policies and procedures designed to promote and achieve compliance with

such laws.

5.18Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

5.19Covered Entities. No Loan Party is a Covered Entity.

5.20Employee Matters. Neither the Borrower nor any of its Subsidiaries is engaged in any

unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no

unfair labor practice complaint pending against the Borrower or any of its Subsidiaries, or to the best of

the knowledge of the Borrower and its Subsidiaries, threatened in writing against any of them before the

National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any

collective bargaining agreement that is so pending against the Borrower or any of its Subsidiaries or, to

the best knowledge of the Loan Parties, threatened in writing against any of them, (b) no strike or work

stoppage in existence or threatened in writing, involving the Borrower or any of its Subsidiaries, and (c)

to the best of the knowledge of the Loan Parties, no union representation question existing with respect to

the employees of the Borrower or any of its Subsidiaries and, to the best of the knowledge of the Loan

Parties, no union organization activity that is taking place, except (with respect to any matter specified in

clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have

a Material Adverse Effect.

ARTICLE VI.

AFFIRMATIVE COVENANTS

On the Closing Date and thereafter until the Facility Termination Date, the Borrower shall, and

shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary

to:

6.01Financial Statements. Deliver to the Administrative Agent (for further distribution to

each Lender):

(a)as soon as available, but in any event within one hundred twenty (120) days after

the end of each fiscal year of the Borrower, commencing with the fiscal year of the Borrower

ended December 31, 2025, a consolidated balance sheet of the Borrower and its Subsidiaries as at

the end of such fiscal year, and the related consolidated statements of income or operations,

changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in

comparative form the figures for the previous fiscal year, audited and accompanied by a report

and opinion of PricewaterhouseCoopers LLP or another independent certified public accountant

of nationally recognized standing selected by the Borrower, which report and opinion shall be

prepared in accordance with generally accepted auditing standards and shall not be subject to any

“going concern” or like qualification or exception or any qualification or exception as to the

scope of such audit and shall state that such consolidated financial statements fairly present, in all

material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the

dates indicated and the results of their operations and their cash flows for the periods indicated in

conformity with GAAP;

(b)as soon as available, but in any event within sixty (60) days after the end of each

of the first three (3) fiscal quarters of each fiscal year of the Borrower, commencing with the

fiscal quarter of the Borrower ending March 31, 2026, a consolidated balance sheet of the

Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated

statements of income or operations for such fiscal quarter and for the portion of the Borrower’s

fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity,

and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth

in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous

fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail,

certified by the chief executive officer, chief financial officer, treasurer or controller that is a

Responsible Officer of the Borrower as fairly presenting, in all material respects, the financial

condition, results of operations, shareholders’ equity and cash flows of the Borrower and its

Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and

the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(b), the Borrower

shall not be separately required to furnish such information under Section 6.01(a) or Section 6.01(b), but

the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and

materials described in Sections 6.01(a) and (b) at the times specified therein.

6.02Certificates; Other Information. Deliver to the Administrative Agent (for further

distribution to each Lender):

(a)concurrently with the delivery of the financial statements referred to in Sections

6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the

Borrower, including (i) a certification that no Default has occurred and is continuing (or, if a

Default has occurred and is continuing, describing the nature and status of each such Default and

actions that have been taken or are proposed to be taken to cure such Default), and (ii) a

certification of compliance with Section 7.06, including Financial Covenant calculations for the

period covered by the Compliance Certificate (it being understood and agreed that delivery of any

Compliance Certificate may, unless the Administrative Agent or a Lender requests executed

originals, be by electronic communication including fax or email and shall be deemed to be an

original authentic counterpart thereof for all purposes);

(b)promptly after the same are available, copies of each annual report, proxy or

financial statement or other report or communication sent to the stockholders of the Borrower,

and copies of all annual, regular, periodic and special reports and registration statements which

the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the

Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant

hereto;

(c)promptly following any request therefor, information and documentation

reasonably requested by the Administrative Agent or any Lender for purposes of compliance with

applicable “know your customer” and anti-money-laundering rules and regulations, including the

PATRIOT Act and the Beneficial Ownership Regulation;

(d)to the extent any Loan Party qualifies as a “legal entity customer” under the

Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly

following any change in the information provided in any Beneficial Ownership Certification

delivered to any Lender in relation to such Loan Party that would result in a change to the list of

beneficial owners identified in such certification; and

(e)promptly, such additional information regarding the business, financial, legal or

corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan

Documents, as the Administrative Agent or any Lender may from time to time reasonably

request.

Documents required to be delivered pursuant to Section 6.01(a), Section 6.01(b) or Section

6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be

delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on

which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the

Internet at the website address listed on Schedule 11.02, or (b) on which such documents are posted on

the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the

Administrative Agent have access (whether a commercial, third-party website or whether sponsored by

the Administrative Agent); provided, that, (i) the Borrower shall deliver paper copies of such documents

to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies

until a written request to cease delivering paper copies is given by the Administrative Agent or such

Lender, and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or

electronic mail) of the posting of any such documents and provide to the Administrative Agent by

electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall

have no obligation to request the delivery of or to maintain paper copies of the documents referred to

above, and in any event shall have no responsibility to monitor compliance by the Borrower with any

such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery

to it or maintaining its copies of such documents.

The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or any Arranger

may, but shall not be obligated to, make available to the Lenders materials and/or information provided

by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the

Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission

system (the “Platform”), and (b) certain of the Lenders (each, a “Public Lender”) may have personnel

who do not wish to receive material non-public information with respect to any of the Loan Parties or

their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in

investment and other market-related activities with respect to such Persons’ securities. Each Loan Party

hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be

clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”

shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the

Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders

to treat such Borrower Materials as not containing any material non-public information with respect to the

Loan Parties or their respective securities for purposes of United States Federal and state securities laws

(provided, that, to the extent such Borrower Materials constitute Information, they shall be treated as set

forth in Section 11.07), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available

through a portion of the Platform designated “Public Side Information”, and (iv) the Administrative

Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”

as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Notwithstanding the foregoing, no Loan Party shall be under any obligation to mark any Borrower

Materials “PUBLIC”.

6.03Notices. Promptly notify the Administrative Agent (for further notification to each

Lender) of:

(a)the occurrence of any Default;

(b)any matter that has resulted or could reasonably be expected to result in a

Material Adverse Effect;

(c)the occurrence of any ERISA Event;

(d)of any material change in accounting policies or financial reporting practices by

the Borrower or any Subsidiary; and

(e)of any announcement by S&P, Moody’s or Fitch of the establishment of, or any

change in, a Debt Rating.

Each notice pursuant to this Section 6.03 (other than Section 6.03(e)) shall be accompanied by a

statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to

therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each

notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this

Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations. Pay all (a) material Taxes imposed upon it or any of its

properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine

accrues thereon, (b) material claims (including claims for labor, services, materials and supplies and

claims of landlords, warehousemen, customs brokers, freight forwarders, consolidators and carriers) for

sums that have become due and payable and that by law have or may become a Lien upon any of its

properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, and

contained in any instrument or agreement evidencing such Indebtedness; provided, that, no such Tax or

claim need be paid if it is being contested in good faith by appropriate proceedings, so long as (i)

adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have

been made therefor, (ii) such contest effectively suspends collection of the contested obligations and the

enforcement of any Lien securing such obligation, and (iii) the failure to make payment pending such

contest could not reasonably be expected to result in a Material Adverse Effect; provided, further, that,

the Borrower shall not, nor shall it permit any Subsidiary to, file or consent to the filing of any

consolidated income tax return with any Person (other than the Borrower or any of its Subsidiaries).

6.05Preservation of Existence. Except as otherwise permitted under Section 7.03(a),

preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits

material to its business; provided, that, no Loan Party (other than the Borrower with respect to existence)

or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and

permits if such Person’s board of directors (or equivalent governing body) shall determine that the

preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss

thereof is not disadvantageous in any material respect to such Person or to Lenders.

6.06Maintenance of Properties. Maintain or cause to be maintained in good repair, working

order and condition all material properties used or useful in the business of the Borrower and its

Subsidiaries, except (a) for ordinary wear and tear and casualty and condemnation, and (b) where failures

to comply herewith would not, individually or in the aggregate, reasonably be expected to cause a

Material Adverse Effect.

6.07Compliance with Laws. Comply with the requirements of all Applicable Law, except

where (a) the necessity of compliance therewith is contested in good faith by appropriate measures or

proceedings, in which case adequate and reasonable reserves will be established in accordance with

GAAP and notice of each such contest (other than contests in the ordinary course of business) shall be

given to Administrative Agent, or (b) failures to comply therewith could not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

6.08Books and Records. Maintain proper books of record and account, in which full, true

and correct entries in conformity in all material respects with GAAP consistently applied shall be made of

all financial transactions and matters involving the assets and business of the Borrower or such

Subsidiary, as the case may be.

6.09Inspection Rights. To the extent legally permissible, permit representatives and

independent contractors of the Administrative Agent and each Lender to visit and inspect any of the

properties of the Borrower or any Subsidiaries (subject to any restrictions in any lease, license or other

agreement of the Borrower or such Subsidiary with the owner of such properties), to inspect, copy and

take extracts from its and their financial and accounting records, and to discuss its and their affairs,

finances and accounts with its and their senior management (and such other officers as may be necessary

or desirable to participate as to any matters to be discussed) (and each Loan Party will instruct and direct,

upon the request of Administrative Agent or any Lender, its independent public accountants to discuss

such matters, and to meet with Administrative Agent and/or any Lender), in each case all upon reasonable

notice and at such reasonable times during normal business hours and as often as may reasonably be

requested; provided, that, (a) when an Event of Default exists, the Administrative Agent or any Lender (or

any of their respective representatives or independent contractors) may do any of the foregoing at the

expense of the Borrower at any time during normal business hours and without advance notice (except to

the extent that notice is required for security clearance consistent with the then current policies of the

Borrower), and (b) the Administrative Agent and the Lenders shall not conduct, at the expense of the

Borrower, more than two (2) such inspections in any twelve (12) consecutive month period so long as no

Event of Default shall exist or have occurred and be continuing.

6.10Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate

purposes not in contravention of any Law or of any Loan Document.

6.11Guarantors. (a) As of the earlier of (x) the Second Funding Date and (y) the

Availability Period Termination Date, with respect to the Second Funding Date Guarantors, and

(b) concurrently with (i) any other Subsidiary (other than any Excluded Subsidiary) becoming obligated

(whether as a primary obligor or otherwise) with respect to any Material Indebtedness, (ii) the provision

of any Guarantee by any other Subsidiary (other than any Excluded Subsidiary) of any Material

Indebtedness of the Borrower or any Subsidiary or (iii) any Domestic Subsidiary (other than any

Excluded Subsidiary) becoming a Material Subsidiary, in any such case, cause each such Subsidiary to

become a Guarantor by way of execution of a Joinder Agreement in form and substance reasonably

satisfactory to the Administrative Agent and, in connection with the foregoing, deliver to the

Administrative Agent, with respect to each new Guarantor, (1) substantially the same documentation

required pursuant to Sections 4.01(b) and 4.01(h), (2) to the extent reasonably requested by the

Administrative Agent, opinions of counsel to such Guarantor, and (3) such other deliveries reasonably

deemed necessary in connection therewith, all in form, content and scope reasonably satisfactory to the

Administrative Agent. Notwithstanding anything to the contrary herein, no GPU Financing Subsidiary or

other Subsidiary that is the borrower or issuer of Indebtedness permitted by Section 7.02(t), Section

7.02(u) and/or Section 7.02(v) shall be required to become a Guarantor solely by reason of incurring or

guaranteeing such Indebtedness.

6.12Anti-Corruption Laws; Sanctions. Conduct its businesses in compliance in all material

respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and

other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and

maintain policies and procedures designed to promote and achieve compliance with such laws and

Sanctions.

6.13Post-Closing Obligations. On the earlier of (i) the Second Funding Date and (ii) the

Availability Period Termination Date, cause all indebtedness under the X.AI Notes and all related

guarantees, security interests and liens, to be repaid, redeemed, repurchased, defeased, discharged,

refinanced, released or terminated.

ARTICLE VII.

NEGATIVE COVENANTS

On the Closing Date and thereafter until the Facility Termination Date, the Borrower shall not,

nor shall it permit any Subsidiary to, directly or indirectly:

7.01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets

or revenues, whether now owned or hereafter acquired, other than the following:

(a)Liens pursuant to any Loan Document;

(b)(i) Liens existing on the Closing Date and, to the extent securing Indebtedness

and other obligations in excess of $100,000,000, listed on Schedule 7.01; and (ii) any renewals,

modifications, replacements, restructurings, refinancings, refundings, restatements or extensions

of the Liens existing on the Closing Date and listed on Schedule 7.01; provided, that, in

connection with any such renewal, modification, replacement, restructuring, refinancing,

refunding, restatement or extension of any such Liens, (A) the property covered thereby is not

changed, (B) the amount secured or benefited thereby is not increased except by the amount of

reasonable financing fees or expenses incurred in connection with such renewal, modification,

replacement, restructuring, refinancing, refunding, restatement or extension, and by the amount of

any prepayment premiums and accrued interest on account thereof, (C) the direct or any

contingent obligor with respect thereto is not changed, and (D) any exchange, extension, renewal,

replacement or refinancing of the obligations secured or benefited thereby constitutes Refinancing

Indebtedness permitted pursuant to Section 7.02(b)(ii);

(c)(i) Liens for Taxes not yet due and payable; and (ii) Liens for Taxes which are

being contested in good faith and by appropriate proceedings diligently conducted, if adequate

reserve or other appropriate provisions, if any, with respect thereto are maintained on the books

of the applicable Person in accordance with GAAP;

(d)statutory Liens of landlords, banks (and rights of set-off), of carriers,

warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by

Applicable Law (other than any such Lien imposed pursuant to Section 430(k) of the Code or

ERISA or a violation of Section 436 of the Code), in each case incurred in the ordinary course of

business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case

of any such amounts overdue for a period in excess of five (5) days) are being contested in good

faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any,

as shall be required by GAAP shall have been made for any such contested amounts;

(e)pledges or deposits of cash or Cash Equivalents by such Person under workers’

compensation laws, unemployment insurance laws or similar legislation, or pledges or deposits of

cash or Cash Equivalents, or pledges or deposits of cash or Cash Equivalent to secure surety

bonds or performance bonds or letters of credit in connection with bids, tenders, subsidies, grants,

government awards, performance obligations, insurance, licenses, permits, contracts (other than

for the payment of Indebtedness) or leases to which such Person is a party, or deposits of cash or

Cash Equivalents to secure public or statutory obligations of such Person or deposits of cash or

United States government bonds to secure surety or appeal bonds to which such Person is a party,

or deposits as security for the payment of rent, in each case incurred in the ordinary course of

business;

(f)easements, rights-of-way, restrictions, encroachments, and other minor defects or

irregularities in title with respect to any interest in any real property, in each case which do not

and will not interfere in any material respect with the ordinary conduct of the business of the

Borrower or any of its Subsidiaries;

(g)any interest or title of a lessor or sublessor under any lease to the Borrower or

any Subsidiary of any interest in any real property, and in the case of any lease that is in

connection with a Sale and Leaseback Transaction or a Capital Lease, to the extent such Sale and

Leaseback Transaction or Capital Lease is permitted pursuant to this Agreement;

(h)Liens solely on any cash earnest money deposits made by the Borrower or any of

its Subsidiaries in connection with any letter of intent or purchase agreement in connection with a

Permitted Acquisition;

(i)purported Liens evidenced by the filing of precautionary UCC financing

statements relating solely to operating leases of personal property or consignment arrangements,

in each case, entered into in the ordinary course of business;

(j)Liens on goods in the ordinary course of business in favor of customs and

revenue authorities arising as a matter of law to secure payment of customs duties in connection

with the importation of such goods;

(k)any zoning or similar law or right reserved to or vested in any governmental

office or agency to control or regulate the use of any interest in any real property;

(l)non-exclusive outbound licenses of intellectual property granted by the Borrower

or any of its Subsidiaries in the ordinary course of business and which do not materially interfere

with the ordinary conduct of the business of the Borrower or such Subsidiaries;

(m)Liens securing Indebtedness permitted pursuant to Section 7.02(j) (and Liens

securing Indebtedness of the Borrower of the type described in Section 7.02(j)); provided, that, (i)

such Liens do not at any time encumber any property other than the property financed by such

Indebtedness together with any improvements or accessions thereto and proceeds thereof, (ii)

such Liens attach to such property concurrently with or within two hundred seventy (270) days

after the acquisition, construction, improvement or remodeling thereof, and (iii) the aggregate

principal amount of all Indebtedness secured by Liens permitted pursuant to this Section 7.01(m)

shall not exceed $250,000,000 (or, following a Qualified IPO, $1,000,000,000) at any time

outstanding;

(n)(i) Liens securing Indebtedness permitted pursuant to Section 7.02(k) (and Liens

securing Indebtedness of the Borrower of the type described in Section 7.02(k)); and (ii) Liens on

property or shares of stock of a Person at the time such Person becomes a Subsidiary as a result of

a Permitted Acquisition; provided, that, (A) with respect to any Lien permitted pursuant to this

Section 7.01(n), (1) such Liens are not incurred in connection with or in anticipation of such

Permitted Acquisition, and (2) such Liens only attach to the assets acquired and do not attach or

extend to any other property of the Borrower or any Subsidiary, and (B) the aggregate principal

amount of all Indebtedness and other obligations secured by Liens permitted pursuant to this

Section 7.01(n) shall not exceed $250,000,000 (or, following a Qualified IPO, $1,000,000,000) at

any time outstanding;

(o)Liens on equipment or any interest in real property rented to, or leased by, the

Borrower or any of its Subsidiaries pursuant to a Sale and Leaseback Transaction; provided, that,

(i) such Sale and Leaseback Transaction is permitted pursuant to this Agreement, (ii) such Liens

do not encumber any other property of the Borrower or its Subsidiaries, and (iii) such Liens

secure only the Indebtedness incurred in connection with such Sale and Leaseback Transaction;

(p)Liens in respect of judgments that would not constitute an Event of Default

hereunder and notices of list pendens and associated rights related to litigation being contested in

good faith by appropriate proceedings and for which adequate reserves have been made;

(q)any encumbrance or restriction (including put and call arrangements) with

respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint

venture or similar agreement;

(r)Liens securing insurance premiums financing arrangements; provided, that, such

Liens are limited to the applicable unearned insurance premiums;

(s)any interest or title of a lessor, licensor, sublessor or sublicensor under any lease

or license entered into by the Borrower or any Subsidiary in the ordinary course of business;

(t)Liens on any (i) aircraft owned by the Borrower or any Subsidiary and not

that (A) in the case of the Borrower, such Liens solely secure Indebtedness of the Borrower

incurred to finance such aircraft or vessel, and (B) in the case of any Subsidiary, such Liens

solely secure Indebtedness of such Subsidiary permitted pursuant to Section 7.02(m); provided,

that, the aggregate principal amount of all Indebtedness and other obligations secured by Liens

permitted pursuant to this Section 7.01(t) shall not exceed $300,000,000 at any time outstanding;

(u)Liens securing Indebtedness permitted pursuant to Section 7.02(q) (and Liens

securing Indebtedness of the Borrower of the type described in Section 7.02(q)); provided, that,

(i) such Liens do not apply to any property other than any real estate asset, and any fixtures or

improvements thereon, financed by such Indebtedness, and (ii) the aggregate principal amount of

all Indebtedness secured by Liens permitted pursuant to this Section 7.01(u) shall not exceed

$750,000,000 (or, following a Qualified IPO, $1,000,000,000) at any time outstanding; provided,

further, that, this Section 7.01(u) shall not apply to Liens permitted pursuant to Section 7.01(x);

(v)(i) Liens on Receivables Assets to secure Indebtedness arising in connection with

Receivables Financings (including any related filings of financing statements); provided, that, (A)

any such Lien relates solely to the applicable Receivables Assets actually sold or otherwise

financed pursuant to such transaction, (B) any such Lien shall be released and terminated as to

any Receivables Assets upon the repurchase or reconveyance of such assets to the Borrower or

any Subsidiary, and (C) in connection with the sale of Receivables Assets or interests therein to

one or more Receivables Purchasers in connection with any Receivables Financing, (1) the sale of

such Receivables Assets shall be without recourse to the Borrower or any Subsidiary by the

applicable Receivables Purchaser, other than to the extent of the Permitted Undertakings made by

Borrower or the applicable Subsidiary to such Receivables Purchaser in respect of the

Receivables Assets so sold (provided, that, this clause (1) shall not apply to any such sale of

Receivables Assets which constitute Starlink Financing Assets), (2) such Receivables Purchaser

shall have recourse to the Person obligated on the Receivables Assets so sold by the Borrower or

such Subsidiary to such Receivables Purchaser, which obligor shall have accepted the bill of

exchange, promissory note or other instrument constituting the Receivables Assets and agreed to

make payment to such Receivables Purchaser without offset, deduction, defense or counterclaim,

and (3) the Borrower or such Subsidiary shall receive fair value in the form of cash as the

purchase price for such Receivables Assets on the date of the sale thereof, in an aggregate amount

not less than the total amount payable by the Person obligated on the Receivables Assets so sold,

minus any factoring or time value of money discount; and (ii) Liens granted on assets sold in

connection with any Securitization Transaction (including any related filings of financing

statements); provided, that, (A) any such Lien relates solely to the applicable assets actually sold

or otherwise financed pursuant to such transaction, (B) any such Lien shall be released and

terminated as to any assets upon the repurchase or reconveyance of such assets to the Borrower or

any Subsidiary, and (C) the sale of such assets shall be without recourse to the Borrower or any

Subsidiary, other than to the extent of the Permitted Undertakings made by Borrower or the

applicable Subsidiary in respect of the assets so sold (provided, that, this clause (C) shall not

apply to any such sale of assets which constitute Starlink Financing Assets); and

(w)Liens securing Indebtedness permitted pursuant to Sections 7.02(s) and 7.02(t)

(and Liens securing Indebtedness of the Borrower of the type described in Sections 7.02(s) and

7.02(t)); provided that, to the extent such Liens attach to any asset of any Loan Party (other than

the applicable wireless spectrum assets or the data centers financed by such Indebtedness incurred

in reliance on such clauses), equal and ratable Liens on the applicable assets shall be granted to

the Lenders hereunder to secure the Obligations; provided, further, that the foregoing equal and

ratable requirement shall not apply to any Lien on the Equity Interests of any non-Guarantor

Subsidiary that is the borrower or issuer of the Indebtedness so secured (or that directly or

indirectly owns the spectrum assets or data centers securing such Indebtedness), so long as such

non-Guarantor Subsidiary does not own any assets other than the applicable wireless spectrum

assets or the data centers financed by such Indebtedness and any immaterial assets incidental

thereto;

(x)Liens securing Indebtedness permitted pursuant to Section 7.02(u) (and Liens

securing Indebtedness of the Borrower of the type described in Section 7.02(u)); provided that, to

the extent such Liens attach to any asset of any Loan Party (other than the applicable spaceports

financed by such Indebtedness incurred in reliance on such clause, including, for the avoidance of

doubt, any leasehold or sublease interests, easements, rights-of-way, fixtures, equipment and

other personal property located at or used in connection with such spaceport assets, and any rents,

revenues, insurance proceeds and condemnation awards related thereto), equal and ratable Liens

on the applicable assets shall be granted to the Lenders hereunder to secure the Obligations;

provided, further, that the foregoing equal and ratable requirement shall not apply to any Lien on

the Equity Interests of any non-Guarantor Subsidiary that is the borrower or issuer of the

Indebtedness so secured (or that directly or indirectly owns the spaceport assets securing such

Indebtedness), so long as such non-Guarantor Subsidiary does not own any assets other than the

applicable spaceports financed by such Indebtedness and any immaterial assets incidental thereto;

and provided, further, that Liens on assets owned by any municipal or other governmental conduit

lessor, issuer or trustee in connection with such Indebtedness shall not be deemed to be Liens on

assets of any Loan Party;

(y)Liens on GPU Assets (and customary replacements, accessions, related rights and

proceeds) securing Indebtedness permitted by Section 7.02(v); provided that such Liens do not at

any time secure obligations other than those incurred in connection with the applicable Qualified

GPU Financing; and provided further that, to the extent any such Lien attaches to any asset of any

Loan Party other than the applicable GPU Assets, the Borrower shall (or shall cause the

applicable Loan Party to) grant an equal and ratable Lien in favor of the Lenders on such asset

securing the Obligations; provided, further, that the foregoing equal and ratable requirement shall

not apply to any Lien on the Equity Interests of any non-Guarantor Subsidiary that is the

borrower or issuer of the Indebtedness so secured (or that directly or indirectly owns the GPU

Assets securing such Indebtedness), so long as such non-Guarantor Subsidiary does not own any

assets other than the applicable GPU Assets and any immaterial assets incidental thereto; and

(z)other Liens securing Indebtedness and other obligations, so long as the aggregate

principal amount of such Indebtedness and other obligations at any time outstanding (x) prior to a

Qualified IPO, together with any Indebtedness incurred and outstanding in reliance on Section

7.02(w)(x), does not exceed $1,000,000,000 and (y) following a Qualified IPO, does not exceed

an amount equal to seven and one-half percent (7.5%) of Consolidated Total Assets at such time.

7.02Subsidiary Indebtedness. Create, incur, assume or suffer to exist any Indebtedness of

any Subsidiary, except:

(a)Indebtedness under the Loan Documents;

(b)(i) Indebtedness outstanding on the Closing Date and, to the extent the aggregate

principal amount of such Indebtedness is in excess of $100,000,000, listed on Schedule 7.02; and

(ii) any Refinancing Indebtedness with respect to Indebtedness outstanding on the Closing Date

and listed on Schedule 7.02;

(c)unsecured Indebtedness owed to the Borrower or any other Subsidiary;

(d)(i) Guarantees provided by any Guarantor in respect of Indebtedness of any other

Loan Party otherwise permitted pursuant to this Section 7.02; and (ii) Guarantees provided by any

Guarantor in respect of Indebtedness of the Borrower;

(e)unsecured Indebtedness of any Guarantor;

(f)Indebtedness arising from agreements providing for indemnification, adjustment

of purchase price or similar obligations (including Indebtedness consisting of the deferred

purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of

credit, surety bonds or performance bonds securing the performance of such Person pursuant to

such agreements, in connection with any performance obligation in the ordinary course of

business, or any Permitted Acquisition or any Disposition permitted pursuant to this Agreement

of any business, assets or Equity Interests of such Person;

(g)Indebtedness which may be deemed to exist pursuant to any guaranties,

performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of

business, including in respect of letters of credit, bank guarantees, bankers’ acceptances,

warehouse receipts or similar instruments issued or created in the ordinary course of business in

respect of self-insurance, workers’ compensation, bids, tenders, trade contracts, governmental

contracts and leases, construction contracts, statutory obligations, self-insurance, surety, stay,

customs, bid, and appeal bonds, performance and return of money bonds, performance and

completion guarantees, agreements with utilities and other obligations of a like nature (including

those to secure health, safety and environmental obligations), in each case in the ordinary course

of business;

(h)obligations (contingent or otherwise) existing or arising under any Swap

Contract; provided, that, such obligations are (or were) entered into by such Person in the

ordinary course of business for the purpose of directly mitigating risks associated with liabilities,

commitments, investments, assets, or property held or reasonably anticipated by such Person, or

changes in the value of securities issued by such Person, and not for purposes of speculation or

taking a “market view”;

(i)Indebtedness in respect of netting services, overdraft protections and otherwise in

connection with deposit accounts and any Indebtedness owed on a short-term basis of no longer

than thirty (30) days to banks and other financial institutions incurred in the ordinary course of

business of such Person with such banks or financial institutions that arises in connection with

ordinary banking arrangements to manage cash balances of such Person;

(j)(i) Indebtedness in respect of Capital Leases, Synthetic Lease Obligations and

purchase money obligations incurred to finance the acquisition, purchase, construction,

improvement or remodel of a fixed or capital asset; provided, that, when incurred, such

Indebtedness shall not exceed the purchase price (or the cost of such construction, improvement

or remodel) of the asset(s) financed and any related services and taxes, plus reasonable

acquisition costs in respect thereof; and (ii) any Refinancing Indebtedness of Indebtedness

permitted pursuant to Section 7.02(j)(i); provided, further, that, the aggregate principal amount of

all Indebtedness permitted pursuant to this Section 7.02(j) shall not exceed $250,000,000 (or,

following a Qualified IPO, $1,000,000,000) at any time outstanding;

(k)(i) Indebtedness of a Person that becomes a Subsidiary after the Closing Date as a

result of a Permitted Acquisition, or Indebtedness that is assumed by such Person in connection

with a Permitted Acquisition; provided, that, such Indebtedness exists at the time such Person

becomes a Subsidiary (or at the time of such Permitted Acquisition) and is not created in

contemplation of or in connection with such Person becoming a Subsidiary (or in contemplation

of or in connection with such Permitted Acquisition); and (ii) any Refinancing Indebtedness of

Indebtedness permitted pursuant to Section 7.02(k)(i); provided, further, that, the aggregate

principal amount of all Indebtedness permitted pursuant to this Section 7.02(k) shall not exceed

$250,000,000 (or, following a Qualified IPO, $1,000,000,000) at any time outstanding;

(l)Indebtedness arising from the endorsement of instruments in the ordinary course

of business;

(m)(i) Indebtedness of any Subsidiary that is secured solely by a Lien on any (A)

aircraft owned by such Subsidiary and not powered by rockets, and/or (B) any vessel owned by

such Subsidiary, in each case, to the extent such Indebtedness was incurred to finance such

aircraft or such vessel; and (ii) any Refinancing Indebtedness of Indebtedness permitted pursuant

to Section 7.02(m)(i); provided, that, the aggregate principal amount of all Indebtedness

permitted pursuant to this Section 7.02(m) shall not exceed $300,000,000 at any time outstanding;

(n)customer deposits and advance payments received in the ordinary course of

business from customers for goods purchased or services provided in the ordinary course of

business;

(o)to the extent constituting Indebtedness, Indebtedness of such Person in the form

of bona fide earn-outs, indemnification, incentive, non-compete, consulting, deferred purchase

price or other similar arrangements and other contingent obligations in respect of Permitted

Acquisitions (both before or after any liability associated therewith becomes fixed);

(p)to the extent constituting Indebtedness, (i) Indebtedness representing deferred

compensation or stock-based compensation to employees of such Person incurred in the ordinary

course of business, and (ii) Indebtedness consisting of obligations of such Person under deferred

compensation or other similar arrangements incurred in connection with any Permitted

Acquisition;

(q)(i) Indebtedness of any Subsidiary incurred by such Subsidiary to finance the

acquisition, purchase, construction, improvement or remodel of any real estate asset, and any

fixtures and/or improvements thereon, of such Subsidiary; provided, that, such Indebtedness is

secured solely by real estate asset, and any fixtures and/or improvements thereon, of such

Subsidiary that finances the acquisition, purchase, construction, improvement or remodel of such

real estate asset, and any fixtures and/or improvements thereon; and (ii) any Refinancing

Indebtedness of Indebtedness permitted pursuant to Section 7.02(q)(i); provided, that, the

aggregate principal amount of all Indebtedness permitted pursuant to this Section 7.02(q) shall

not exceed $750,000,000 (or, following a Qualified IPO, $1,000,000,000) at any time

outstanding; provided, further, that, this Section 7.02(q) shall not apply to Indebtedness permitted

pursuant to Section 7.02(u);

(r)(i) Indebtedness arising in connection with any Permitted Receivables Financing

that is non-recourse to the Borrower or any Subsidiary or their respective assets other than

pursuant to the Permitted Undertakings (provided, that, the foregoing requirement that such

Permitted Receivables Financing be non-recourse shall not apply to the extent that the assets

subject to such Permitted Receivables Financing are Starlink Financing Assets) and does not

otherwise subject any assets of the Borrower or any Subsidiary (other than the Receivables Assets

subject to such Permitted Receivables Financing), directly or indirectly, contingently or

otherwise, to any Lien to secure the satisfaction thereof; and (ii) Indebtedness arising in

connection with any Permitted Securitization Transaction that is non-recourse to the Borrower or

any Subsidiary or their respective assets other than pursuant to the Permitted Undertakings

(provided, that, the foregoing requirement that such Permitted Securitization Transaction be non-

recourse shall not apply to the extent that the assets subject to such Permitted Securitization

Transaction are Starlink Financing Assets) and does not otherwise subject any assets of the

Borrower or any Subsidiary (other than the assets subject to such Permitted Securitization

Transaction), directly or indirectly, contingently or otherwise, to any Lien to secure the

satisfaction thereof;

(s)Indebtedness incurred in connection with the acquisition of wireless spectrum

assets to the extent such Indebtedness is secured by Liens permitted by Section 7.01(w);

provided, that such Indebtedness is non-recourse to the Borrower and the Guarantors and their

respective assets (other than customary non-recourse exceptions);

(t)Indebtedness incurred in connection with the development, ownership, lease or

operation of data centers and/or the acquisition, lease, development, ownership, operation or use

of GPU Assets to the extent such Indebtedness is secured by Liens permitted by Section 7.01(w);

provided, that (x) if the primary obligor thereof is a Subsidiary that is not a Guarantor, then such

Indebtedness is non-recourse to the Borrower and the Guarantors and their respective assets

(other than customary non-recourse exceptions) and (y) if the primary obligor thereof is a

Guarantor, then any recourse to the Borrower or any other Guarantor shall be on an unsecured

basis;

(u)Indebtedness owed to a municipal or other governmental conduit as part of a tax-

exempt debt issuance or incurrence by such municipal or other governmental conduit, in each

case incurred in connection with the acquisition, purchase, construction, improvement or remodel

of spaceports; provided that (i) if secured, the Indebtedness owed to the municipal or other

governmental conduit is secured only by the spaceport assets and (ii) other than with respect to

any Guarantor that is the primary obligor under the Indebtedness owed to the municipal or other

governmental conduit and secured solely by the applicable spaceport assets owned by such

Guarantor that are financed by such Indebtedness, the Indebtedness shall be non-recourse to the

Borrower and the other Guarantors and their respective assets (other than an unsecured Guarantee

from the Borrower and other customary non-recourse exceptions);

(v)Indebtedness of any GPU Financing Subsidiary (or any other Subsidiary) in

respect of a Qualified GPU Financing (and Guarantees thereof by a GPU Financing Subsidiary),

so long as such Indebtedness is non-recourse to the Borrower and the Guarantors and their

respective assets (other than customary non-recourse exceptions), in an aggregate principal

amount not to exceed $11,750,000,000 over the life of the Bridge Facility; provided, that such

Indebtedness is non-recourse to the Borrower and the Guarantors and their respective assets

(other than customary non-recourse exceptions); and

(w)other Indebtedness, so long as the aggregate principal amount of such

Indebtedness at any time outstanding (x) prior to a Qualified IPO, together with any Indebtedness

incurred and outstanding in reliance on Section 7.01(z)(x), does not exceed $1,000,000,000 and

(y) following a Qualified IPO, does not exceed an amount equal to seven and one-half percent

(7.5%) of Consolidated Total Assets at such time.

7.03Fundamental Changes.

(a)Merge or consolidate with or into another Person, or liquidate, dissolve or be

wound up, except that so long as no Default exists or would result therefrom:

(i)the Borrower may merge or consolidate with any of its Subsidiaries or

any other Person; provided, that, the Borrower shall be the continuing or surviving

Person of such merger or consolidation;

(ii)any Loan Party (other than the Borrower) may merge or consolidate with

any other Loan Party (other than the Borrower) or any other Person (other than the

Borrower); provided, that, such Loan Party shall be the continuing or surviving Person of

such merger or consolidation;

(iii)any Subsidiary that is not a Loan Party may merge or consolidate with

any Loan Party (other than the Borrower); provided, that, such Loan Party shall be the

continuing or surviving Person of such merger or consolidation;

(iv)any Subsidiary that is not a Loan Party may merge or consolidate with

any other Subsidiary that is not a Loan Party or any other Person; provided, that, the

continuing or surviving Person of such merger or consolidation shall be a Subsidiary; and

(v)any Subsidiary may be dissolved, liquidated or wound up; provided, that,

(A) such dissolution, liquidation or winding up, as applicable, could not reasonably be

expected, individually or in the aggregate, to have a Material Adverse Effect, (B) such

dissolution, liquidation or winding up does not result in or constitute (1) a transaction

prohibited pursuant to Section 7.03(b), (2) a transaction prohibited pursuant to Section

7.03(c), or (3) a transaction prohibited pursuant to Section 7.03(d), and (C) in connection

with any such dissolution, liquidation or winding up, any assets of such Subsidiary shall

(1) be transferred to the Borrower and/or one or more Subsidiaries, or (2) otherwise

Disposed in a transaction not prohibited by this Agreement (provided, that, in the case of

this clause (C), if a Loan Party is dissolving, liquidating, or winding up, the assets of such

Loan Party shall be transferred to a Loan Party in connection with such dissolution,

liquidation or winding up).

(b)(i) Dispose of (whether such transaction takes the form of a Disposition, a

Restricted Payment, an Investment, the sale or issuance of Equity Interests, or otherwise, and

whether in a single transaction or a series of transactions) all or substantially all of its assets

(whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a

whole, to or in favor of any Person; or (ii) permanently suspend or cease operating a substantial

portion of the business of the Borrower and its Subsidiaries, taken as a whole;

(c)(i) Dispose of (whether such transaction takes the form of a Disposition, a

Restricted Payment, an Investment, or otherwise, and whether in a single transaction or a series of

transactions) Starlink or any Material Starlink Asset (including any Starlink Financing Assets that

constitute Material Starlink Assets) to or in favor of any Person other than the Borrower or any

Subsidiary; (ii) Dispose (whether such transaction takes the form of a Disposition, a Restricted

Payment, an Investment, or otherwise (including any license), and whether in a single transaction

or a series of transactions), or otherwise grant an exclusive or non-exclusive license of, or co-

development rights to, any Starlink Intellectual Property or any Intellectual Property Assets

related thereto, in any case, that constitute Material Starlink Assets to or in favor of any Person

other than the Borrower or any Subsidiary; (iii) [reserved]; (iv) consummate any spin-off or

similar transaction relating to Starlink (whether for the purposes of the monetization of Starlink or

otherwise), except to the extent that as a result of such transaction Starlink and the Material

Starlink Assets are owned by the Borrower or any Subsidiary; or (v) consummate any other

transaction resulting in any Person (other than the Borrower or any Subsidiary) owning or

controlling Starlink or any Material Starlink Asset (including any Starlink Financing Assets that

constitute Material Starlink Assets); provided, that, nothing in this Section 7.03(c) shall prohibit a

transaction of the type permitted pursuant to Section 7.02(s) and/or Section 7.02(t).

(d)(i) Dispose of (whether such transaction takes the form of a Disposition, a

Restricted Payment, an Investment, or otherwise, and whether in a single transaction or a series of

transactions) any Material Asset or Business or any of the assets relating thereto to or in favor of

any Person other than the Borrower or any Subsidiary; (ii) Dispose (whether such transaction

takes the form of a Disposition, a Restricted Payment, an Investment, or otherwise (including any

license), and whether in a single transaction or a series of transactions), or otherwise grant an

exclusive or non-exclusive license of, or co-development rights to, any Intellectual Property

relating to any Material Asset or Business (or any Intellectual Property assets relating thereto) to

or in favor of any Person other than the Borrower or any Subsidiary; (iii) [reserved];

(iv) consummate any spin-off or similar transaction relating to any Material Asset or Business

(whether for the purposes of the monetization of any Material Asset or Business or otherwise),

except to the extent that as a result of such transaction such Material Asset or Business and the

assets relating thereto are owned by the Borrower or any Subsidiary; or (v) consummate any other

transaction resulting in any Person (other than the Borrower or any Subsidiary) owning or

controlling any Material Asset or Business or any of the assets related thereto; provided, that,

nothing in this Section 7.03(d) shall prohibit a transaction of the type permitted pursuant to

Section 7.02(s), Section 7.02(t) and/or Section 7.02(u).

(e)Notwithstanding the foregoing, Dispositions (including any sale-leaseback,

contribution or transfer) of GPU Assets made in connection with a Qualified GPU Financing are

permitted.

(f)Notwithstanding the foregoing, Dispositions (including any sale-leaseback,

contribution or transfer) of any data center assets made in connection with Indebtedness permitted

under Section 7.02(t) are permitted.

(g)Notwithstanding the foregoing, Dispositions (including any sale-leaseback,

contribution or transfer) of any spaceport assets made in connection with Indebtedness permitted

under Section 7.02(u) are permitted.

7.04Change in Nature of Business. Fundamentally and substantively alter the character of

their business, taken as a whole, from the business conducted by the Borrower and its Subsidiaries, taken

as a whole, on the Closing Date and other business activities which are extensions thereof or otherwise

incidental, synergistic, reasonably related, or ancillary to any of the foregoing (and non-core incidental

businesses acquired in connection with any Permitted Acquisition).

7.05Use of Proceeds. Use the proceeds of any Credit Extension, whether immediately,

incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U) or to

extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness

originally incurred for such purpose.

7.06Financial Covenant. Permit the Consolidated Leverage Ratio as of the end of any

Measurement Period ending as of the end of any fiscal quarter of the Borrower to be greater than 3.75 to

1.0; provided, that, at the Borrower’s option, upon the occurrence of a Qualified Acquisition, for each of

the four fiscal quarters of the Borrower immediately following such Qualified Acquisition (including the

fiscal quarter in which such Qualified Acquisition was consummated) (such period of increase, a

“Leverage Increase Period”), the ratio set forth above shall be increased to 4.25 to 1.0; provided, further,

that, (a) for at least one fiscal quarter of the Borrower immediately following the expiration of each

Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarter shall not

be greater than 3.75 to 1.0 prior to giving effect to another Leverage Increase Period, and (b) there shall

be no more than one (1) Leverage Increase Period during the term of this Agreement.

7.07Sanctions. Use the proceeds of any Credit Extension, or lend, contribute or otherwise

make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any

activities of or business with any Person that, at the time of such funding, is the subject of Sanctions, or in

any other manner that will result in a violation by any Person (including any Person participating in the

transaction, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions.

7.08Anti-Corruption Laws. Use the proceeds of any Credit Extension for any purpose

which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010,

and other anti-corruption legislation in other jurisdictions.

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default. Any of the following shall constitute an event of default (each, an

“Event of Default”):

(a)Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid

herein and in the currency required hereunder, any amount of principal of any Loan or any fee

payable under Section 2.09(b), or (ii) within five (5) Business Days after the same becomes due,

any interest on any Loan, any fee due hereunder, or any other amount payable hereunder or under

any other Loan Document; or

(b)Specific Covenants. Any Loan Party fails to perform or observe any term,

covenant or agreement contained in (i) any of Section 6.01(a), Section 6.01(b) or Section 6.02(a),

and such failure continues for fifteen (15) Business Days, or (ii) any of Section 6.03(a), Section

6.05 (as to the existence of the Borrower), Section 6.10, Section 6.11, Section 6.13 or Article VII;

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant

or agreement (not specified in Section 8.01(a) or Section 8.01(b)) contained in any Loan

Document on its part to be performed or observed and such failure continues for thirty (30) days

after written notice thereof being provided to the Borrower by the Administrative Agent or any

Lender; or

(d)Representations and Warranties. Any representation, warranty, certification or

statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other

Loan Document, or in any document delivered in connection herewith or therewith, shall be

materially incorrect or materially misleading (or, in each case, if such representation, warranty,

certification or statement of fact is already qualified by materiality or Material Adverse Effect,

incorrect or misleading in any respect) when made or deemed made and, to the extent capable of

being cured, such incorrect representation, warranty, certification or statement of fact shall remain

incorrect for a period of thirty (30) days after written notice thereof being provided to the

Borrower by the Administrative Agent or any Lender; or

(e)Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any

payment when due (whether by scheduled maturity, required prepayment, acceleration, demand,

or otherwise, but giving effect to any applicable notice, grace and/or cure period with respect

thereto) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and

Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn

committed or available amounts and including amounts owing to all creditors under any

combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to

observe or perform (after giving effect to any applicable notice, grace and/or cure period with

respect thereto) any other agreement or condition relating to any such Indebtedness or Guarantee

or contained in any instrument or agreement evidencing, securing or relating thereto, or any other

event occurs, the effect of which default or other event is to cause, or to permit the holder or

holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or

agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving

of notice if required (and after giving effect to any applicable grace and/or cure period), such

Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or

redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such

Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or

cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an

Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of

default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting

Party (as defined in such Swap Contract), or (B) any Termination Event (as defined in such Swap

Contract) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected

Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed

by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount;

provided that this clause (e) shall not apply to any default or event of default under any

Indebtedness that is non-recourse to the Borrower or any Guarantor and incurred in reliance on

Section 7.02(t), Section 7.02(u) and/or Section 7.02(v), in each case so long as such default or

event of default would not reasonably be expected to have a Material Adverse Effect; or

(f)Insolvency Proceedings, Etc. Any Loan Party or any Significant Subsidiary

institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes

an assignment for the benefit of creditors; or applies for or consents to the appointment of any

receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all

or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,

rehabilitator or similar officer is appointed without the application or consent of such Person and

the appointment continues undischarged or unstayed for sixty (60) calendar days; or any

proceeding under any Debtor Relief Law relating to any such Person or to all or any material part

of its property is instituted without the consent of such Person and continues undismissed or

unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts. Any Loan Party or any Significant Subsidiary becomes

unable or admits in writing its inability or fails generally to pay its debts as they become due; or

(h)Judgments. There is entered against the Borrower or any Subsidiary one or more

final judgments or orders for the payment of money in an aggregate amount (as to all such

judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent

third-party insurance as to which the insurer does not dispute coverage), and such judgment

remains undischarged, unvacated or unbonded for a period of sixty (60) consecutive days during

which execution of such judgment shall not be effectively stayed; or

(i)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or

Multiemployer Plan which has resulted or could reasonably be expected to result in liability of

the Borrower or any of its Subsidiaries to the Pension Plan, Multiemployer Plan or the PBGC in

an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA

Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment

payment with respect to its withdrawal liability under Section 4201 of ERISA under a

Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)Invalidity of Loan Documents. Any provision of any Loan Document, at any

time after its execution and delivery and for any reason other than as expressly permitted

hereunder or thereunder or the occurrence of the Facility Termination Date, ceases to be in full

force and effect; or any Loan Party or any other Person contests in any manner the validity or

enforceability of any provision of any Loan Document; or any Loan Party denies that it has any

or further liability or obligation under any Loan Document, or purports to revoke, terminate or

rescind any provision of any Loan Document; or

(k)Change of Control. There occurs any Change of Control.

8.02Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the

Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any

or all of the following actions:

(a)declare the Commitment of each Lender to make Loans to be terminated,

whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued

and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan

Document to be immediately due and payable, without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c)exercise on behalf of itself and the Lenders all rights and remedies available to it

and the Lenders under the Loan Documents;

provided, that, upon the occurrence of an event described in Section 8.01(f), the obligation of each Lender

to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans

and all interest and other amounts as aforesaid shall automatically become due and payable, in each case

without further act of the Administrative Agent or any Lender.

8.03Application of Funds. After the exercise of remedies provided for in Section 8.02 (or

after the Loans have automatically become immediately due and payable), any amounts received on

account of the Obligations shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the

Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities,

expenses and other amounts (including fees, charges and disbursements of counsel to the

Administrative Agent and amounts payable under Article III) payable to the Administrative

Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and

other amounts (other than principal and interest) payable to the Lenders (including fees, charges

and disbursements of counsel to the respective Lenders) and amounts payable under Article III),

ratably among them in proportion to the respective amounts described in this clause Second

payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid

interest on the Loans and other Obligations, ratably among the Lenders in proportion to the

respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the

Loans, ratably among the Lenders in proportion to the respective amounts described in this clause

Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to

the Borrower or as otherwise required by Law.

ARTICLE IX.

ADMINISTRATIVE AGENT

9.01Appointment and Authority. Each of the Lenders hereby irrevocably appoints

Goldman Sachs to act on its behalf as the Administrative Agent hereunder and under the other Loan

Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise

such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with

such actions and powers as are reasonably incidental thereto. Except as set forth in Section 9.10, the

provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and

no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and

agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term)

with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or

express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a

matter of market custom, and is intended to create or reflect only an administrative relationship between

contracting parties.

9.02Rights as a Lender. The Person serving as the Administrative Agent hereunder shall

have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the

same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless

otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the

Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept

deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory

capacity for and generally engage in any kind banking, trust, financial, advisory, underwriting or other of

business with any Loan Party 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 to provide

notice or consent of the Lenders with respect thereto.

9.03Exculpatory Provisions. Neither the Administrative Agent nor any Arranger, as

applicable, shall have any duties or obligations except those expressly set forth herein and in the other

Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the

generality of the foregoing, none of the Administrative Agent, any Arranger, or any of their respective

Related Parties shall: (a) be subject to any fiduciary or other implied duties, regardless of whether a

Default has occurred and is continuing; (b) have any duty to take any discretionary action or exercise any

discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the

other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the

Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for

herein or in the other Loan Documents); provided, that, the Administrative Agent shall not be required to

take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to

liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of

doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may

effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any

Debtor Relief Law; (c) have any duty or responsibility to disclose, and shall not be liable for the failure to

disclose, to any Lender, any credit or other information concerning the business, prospects, operations,

property, financial and other condition or creditworthiness of any of the Loan Parties or any of their

Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, any

Arranger or any of their respective Related Parties in any capacity, except for notices, reports and other

documents expressly required to be furnished to the Lenders by the Administrative Agent herein; (d) be

liable for any action taken or not taken by the Administrative Agent under or in connection with this

Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the

consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as

shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the

circumstances as provided in Sections 8.02 and 11.01), or (ii) in the absence of its own gross negligence

or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable

judgment (it being understood and agreed that the Administrative Agent shall be deemed not to have

knowledge of any Default unless and until notice describing such Default is given in writing to the

Administrative Agent by the Borrower or a Lender); and (e) be responsible for or have any duty or

obligation to any Lender or participant or any other Person 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 thereunder or in

connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements

or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,

enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other

agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or

elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the

Administrative Agent. Neither the Administrative Agent nor any of its Related Parties shall be

responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,

compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting

the generality of the foregoing, the Administrative Agent shall not (A) be obligated to ascertain, monitor

or inquire as to whether any Lender or prospective Lender is a Disqualified Institution, or (B) have any

liability with respect to or arising out of any assignment of Loans and/or Commitments, or disclosure of

confidential information, to any Disqualified Institution.

9.04Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely

upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,

instrument, document or other writing (including any electronic message, Internet or intranet website

posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise

authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to

it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur

any liability for relying thereon. In determining compliance with any condition hereunder to the making

of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may

presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have

received notice to the contrary from such Lender prior to the making of such Loan. The Administrative

Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants

and other experts selected by it, and shall not be liable for any action taken or not taken by it in

accordance with the advice of any such counsel, accountants or experts.

9.05Delegation of Duties. The Administrative Agent may perform any and all of its duties

and exercise its rights and powers hereunder or under any other Loan Document by or through any one or

more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-

agent may perform any and all of its duties and exercise its rights and powers by or through their

respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-

agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to

their respective activities in connection with the syndication of the credit facility provided for herein as

well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the

negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction

determines in a final and non-appealable judgment that the Administrative Agent acted with gross

negligence or willful misconduct in the selection of such sub-agents.

9.06Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the

Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders

shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a

bank with an office in the United States, or an Affiliate of any such bank with an office in the

United States. If no such successor shall have been so appointed by the Required Lenders and

shall have accepted such appointment within thirty (30) days after the retiring Administrative

Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required

Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but

shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent

meeting the qualifications set forth above; provided, that, in no event shall any such successor

Administrative Agent be a Defaulting Lender or a Disqualified Institution. Whether or not a

successor has been appointed, such resignation shall become effective in accordance with such

notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is 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 and, in consultation with the Borrower, appoint a successor. If no such

successor shall have been so appointed by the Required Lenders and shall have accepted such

appointment within thirty (30) days (or such earlier day as shall be agreed 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.

(c)With effect from the Resignation Effective Date or the Removal Effective Date

(as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its

duties and obligations hereunder and under the other Loan Documents, and (ii) except for any

indemnity payments or other amounts then owed to the retiring or removed Administrative Agent,

all payments, communications and determinations provided to be made by, to or through the

Administrative Agent shall instead be made by or to each Lender directly, until such time, if any,

as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon

the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor

shall succeed to and become vested with all of the rights, powers, privileges and duties of the

retiring (or removed) Administrative Agent (other than as provided in Section 3.01(i) and other

than any rights to indemnity payments or other amounts owed to the retiring or removed

Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as

applicable), and the retiring or removed Administrative Agent shall be discharged from all of its

duties and obligations hereunder or under the other Loan Documents (if not already discharged

therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a

successor Administrative Agent shall be the same as those payable to its predecessor unless

otherwise agreed between the Borrower and such successor. After the retiring or removed

Administrative Agent’s resignation or removal hereunder and under the other Loan Documents,

the provisions of this Article IX and Section 11.04 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 (A) while the retiring or

removed Administrative Agent was acting as Administrative Agent, and (B) after such

resignation or removal for as long as any of them continues to act in any capacity hereunder or

under the other Loan Documents, including in respect of any actions taken in connection with

transferring the agency to any successor Administrative Agent.

9.07Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any Arranger has made

any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter

taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan

Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the

Administrative Agent or any Arranger to any Lender as to any matter, including whether the

Administrative Agent or any Arranger have disclosed material information in its (or their Related

Parties’) possession. Each Lender represents to the Administrative Agent and each Arranger that it has,

independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or

any of their respective Related Parties and based on such documents and information as it has deemed

appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects,

operations, property, financial and other condition and creditworthiness of the Borrower and its

Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated

hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower

hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the

Administrative Agent, any Arranger, any other Lender or any of their respective Related Parties and

based on such documents and information as it shall from time to time deem appropriate, continue to

make its own credit analysis, appraisals and 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, and to make such investigations as it deems necessary to inform itself as to the business,

prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties.

Each Lender represents and warrants that (a) the Loan Documents set forth the terms of a commercial

lending facility, and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary

course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding

commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and

not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each

Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and

warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans

and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the

Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or

to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or

providing such other facilities.

9.08No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the

Arrangers, bookrunners, or syndication agents listed on the cover page hereof shall have any powers,

duties or responsibilities under this Agreement or any of the other Loan Documents, except in its

capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09Administrative Agent May File Proofs of Claim. In case of the pendency of any

proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the

Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as

herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent

shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention in such

proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest

owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file

such other documents as may be necessary or advisable in order to have the claims of the Lenders and the

Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and

advances of the Lenders and the Administrative Agent and their respective agents and counsel and all

other amounts due the Lenders and the Administrative Agent under this Agreement) allowed in such

judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on

any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,

sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender

to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall

consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any

amount due for the reasonable compensation, expenses, disbursements and advances of the

Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent

under this Agreement. 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 any plan of reorganization,

arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize

the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.10Guaranty Matters. Without limiting the provisions of Section 9.09, the Lenders

irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any

Guarantor from its obligations under the Guaranty if (a) such Person ceases to be a Subsidiary as a result

of a transaction permitted under the Loan Documents, and (b) concurrently with the release of such

Person as a Guarantor hereunder, such Person is being released from any obligations (whether as primary

obligor, pursuant to a Guarantee or otherwise) with respect to any Material Indebtedness of such Person,

the Borrower or any other Subsidiary. Upon request by the Administrative Agent at any time, the

Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor

from its obligations under the Guaranty pursuant to this Section 9.10. At the request of the

Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower

certifying as to the satisfaction of the requirements to such release as set forth in this Section 9.10.

9.11Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a

Lender Party hereto, to, and (y) covenants, from the date such Person became a Lender Party

hereto to the date such Person ceases being a Lender Party hereto, for the benefit of the

Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any 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

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 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 Commitments

and this Agreement, (C) the entrance into, participation in, administration of and

performance of the Loans, the Commitments and this Agreement satisfies the

requirements of sub-sections (b) through (k) 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 Commitments and this Agreement; or

(iv)such other representation, warranty and covenant as may be agreed in

writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause

(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty

and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such

Lender further (x) represents and warrants, as of the date such Person became a Lender party

hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date

such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and

not, for the avoidance of doubt, to or for the benefit of any 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 Commitments

and this Agreement (including in connection with the reservation or exercise of any rights by the

Administrative Agent under this Agreement, any other Loan Document or any documents related

hereto or thereto).

9.12Recovery of Erroneous Payments. Without limitation of any other provision in this

Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender

Party, whether or not in respect of an Obligation due and owing by any Loan Party at such time, where

such payment is a Rescindable Amount, then in any such event, each Lender Party receiving a

Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the

Rescindable Amount received by such Lender Party in Same Day Funds in the currency so received, with

interest thereon, for each day from and including the date such Rescindable Amount is received by it to

but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate

and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation. Each Lender Party irrevocably waives any and all defenses, including any

“discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly

paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any

Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly upon

determining that any payment made to such Lender Party comprised, in whole or in part, a Rescindable

Amount.

ARTICLE X.

CONTINUING GUARANTY

10.01Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally

guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a

guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment,

upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations (for each

Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, the

liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate

amount equal to the largest amount that would not render its obligations hereunder subject to avoidance

under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any

applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall

include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter

become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding

or case commenced by or against any Loan Party under any Debtor Relief Laws. The Administrative

Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any

action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of

establishing the amount of the Obligations. This Guaranty shall not be affected by the illegality,

genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement

evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or

extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might

otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty,

and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any

way relating to any or all of the foregoing.

10.02Rights of Lenders. Each Guarantor consents and agrees that the Administrative Agent

and the Lender Parties may, at any time and from time to time, without notice or demand, and without

affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise,

discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part

thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise Dispose of any

security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order

or manner of sale thereof as the Administrative Agent and the Lenders in their sole discretion may

determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the

Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or

failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor

under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

10.03Certain Waivers. Each Guarantor waives, to the fullest extent permitted by law: (a) any

defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the

cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any

Lender Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim

that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other

Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d)

any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any

security for the Obligations, or pursue any other remedy in the power of the Administrative Agent or any

Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter

held by the Administrative Agent or any Lender Party; (f) any defense arising by reason of any change in

the corporate existence, structure or ownership of any Loan Party; and (g) any and all other defenses or

benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating

guarantors or sureties. Each Guarantor, to the fullest extent permitted by law, expressly waives all setoffs

and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or

nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any

kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty

or of the existence, creation or incurrence of new or additional Obligations.

10.04Obligations Independent. The obligations of each Guarantor hereunder are those of

primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of

any other guarantor, and a separate action may be brought against each Guarantor to enforce this

Guaranty whether or not the Borrower or any other Person is joined as a party.

10.05Subrogation. No Guarantor shall exercise any right of subrogation, contribution,

indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty

until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and

performed in full (other than contingent indemnification obligations for which no claim has been asserted)

and the Facility Termination Date has occurred. If any amounts are paid to a Guarantor in violation of the

foregoing limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent

and the Lender Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the

Administrative Agent and the Lender Parties, to reduce the amount of the Obligations, whether matured

or unmatured.

10.06Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty

of all Obligations now or hereafter existing and shall remain in full force and effect until the Facility

Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or

be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or

any of the Administrative Agent or any Lender Party exercises its right of setoff, in respect of the

Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently

invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any

settlement entered into by any of the Administrative Agent or any Lender Party in their discretion) to be

repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief

Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether

or not the Administrative Agent and the Lender Parties are in possession of or have released this Guaranty

and regardless of any prior revocation, rescission, termination or reduction. The obligations of each

Guarantor under this Section 10.06 shall survive termination of this Guaranty.

10.07Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is

stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any

Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor,

jointly and severally, immediately upon demand by the Administrative Agent or any other Lender Party.

10.08Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole

responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such

information concerning the financial condition, business and operations of the Borrower and any such

other guarantor as such Guarantor requires, and that none of the Administrative Agent or Lender Party

has any duty, and such Guarantor is not relying on any such Person at any time, to disclose to it any

information relating to the business, operations or financial condition of the Borrower or any other

guarantor (each Guarantor waiving any duty on the part of the Administrative Agent and the Lender

Parties to disclose such information and any defense relating to the failure to provide the same).

10.09Appointment of Borrower. Each of the Loan Parties hereby appoints the Borrower to

act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and

electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute

such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems

appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such

document and/or authorization executed on its behalf, (b) any notice or communication delivered by the

Administrative Agent or a Lender to the Borrower shall be deemed delivered to each Loan Party, and

authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

10.10Right of Contribution. The Guarantors agree among themselves that, in connection

with payments made hereunder, each Guarantor shall have contribution rights against the other

Guarantors as permitted under Applicable Law.

10.11Subordination. Each Loan Party (a “Subordinating Loan Party”) hereby subordinates

the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing

or hereafter arising, including but not limited to any obligation of any such other Loan Party to the

Subordinating Loan Party as subrogee of the Administrative Agent and the Lender Parties or resulting

from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible payment in

full in cash of all Obligations. If the Administrative Agent so request, any such obligation or

indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and

performance received by the Subordinating Loan Party as trustee for the Administrative Agent and the

Lender Parties and the proceeds thereof shall be paid over to the Administrative Agent, for the benefit of

the Administrative Agent and the Lender Parties, on account of the Obligations, but without reducing or

affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without

limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may

make and receive payments with respect to intercompany Indebtedness; provided, that, in the event that

any Loan Party receives any payment of any such intercompany Indebtedness at a time when such

payment is prohibited by this Section 10.11, such payment shall be held by such Loan Party, in trust for

the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative

Agent.

ARTICLE XI.

MISCELLANEOUS

11.01Amendments, Etc.

(a)Subject to Section 2.02(f), Section 3.03(b) and Section 11.01(b), no amendment

or waiver of any provision of this Agreement or any other Loan Document, and no consent to any

departure by any Loan Party therefrom, shall be effective unless in writing signed by the

Required Lenders, the Borrower and each other applicable Loan Party, as the case may be, and

acknowledged by the Administrative Agent, and each such waiver or consent shall be effective

only in the specific instance and for the specific purpose for which given; provided, that, no such

amendment, waiver or consent shall:

(i)extend or increase the Commitment of any Lender (or reinstate any

Commitment terminated pursuant to Section 8.02) or subject any Lender to any

additional obligations, in each case without the written consent of such Lender (it being

understood and agreed that a waiver of any Default is not considered an extension of, or

increase in, the Commitment of any Lender);

(ii)postpone any date fixed by this Agreement or any other Loan Document

for any payment (excluding mandatory prepayments) of principal, interest, fees or other

amounts due to the Lenders (or any of them) hereunder or under any other Loan

Document, or reduce the amount of, waive or excuse any such payment hereunder or

under any other Loan Document, in each case, without the written consent of each Lender

entitled to such payment;

(iii)reduce the principal of, or the rate of interest specified herein on, any

Loan, or (subject to Section 11.01(b)(iv)) any fees or other amounts payable hereunder or

under any other Loan Document without the written consent of each Lender entitled to

such amount; provided, that, only the consent of the Required Lenders shall be necessary

to amend the definition of “Default Rate” or to waive any obligation of any Loan Party to

pay interest at the Default Rate;

(iv)(i) modify Section 2.13, Section 8.03 or any other provision hereof in a

manner that would have the effect of altering the ratable reduction of Commitments, pro

rata payments, the pro rata sharing of payments, or order of application of payments

otherwise required hereunder, or (ii) subordinate, or have the effect of subordinating, the

Obligations to any other Indebtedness or other obligation, in each case, without the

written consent of each Lender;

(v)change any provision of this Section 11.01(a) or the definition of

“Required Lenders” or any other provision hereof specifying the number or percentage of

Lenders required to amend, waive or otherwise modify any rights hereunder or make any

determination or grant any consent hereunder, without the written consent of each

Lender;

(vi)release all or substantially all of the value of the Guaranty without the

written consent of each Lender, except to the extent the release of any Guarantor is

permitted pursuant to Section 9.10 (in which case such release may be made by the

Administrative Agent acting alone); or

(vii)release the Borrower or permit the Borrower to assign or transfer any of

its rights or obligations under this Agreement or the other Loan Documents without the

written consent of each Lender.

(b)Notwithstanding anything to the contrary set forth in Section 11.01(a) or

elsewhere in this Agreement or any other Loan Document: (i) [reserved] (ii) [reserved]; (iii) no

amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in

addition to the Lenders required pursuant to Section 11.01(a), affect the rights or duties of the

Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may

be amended, or rights or privileges thereunder waived, in a writing executed only by the parties

thereto; (v) no Defaulting Lender shall have any right to approve or disapprove any amendment,

waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires

the consent of all Lenders or each affected Lender may be effected with the consent of the

applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any

Defaulting Lender may not be increased or extended without the consent of such Lender, and (B)

any waiver, amendment or modification requiring the consent of all Lenders or each affected

Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to

other affected Lenders shall require the consent of such Defaulting Lender; (vi) each Lender is

entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the

Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy

Code of the United States supersedes the unanimous consent provisions set forth herein; (vii) the

Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in

the context of a bankruptcy or insolvency proceeding and such determination shall be binding on

all of the Lenders; (viii) if following the Closing Date, the Administrative Agent and the

Borrower shall have jointly identified an inconsistency, obvious error or omission, in each case,

of a technical or immaterial nature, in any provision of the Loan Documents, then the

Administrative Agent and the Borrower shall be permitted to amend such provision and such

amendment shall become effective without any further action or consent of any other party to any

Loan Documents if the same is not objected to in writing by the Required Lenders within five (5)

Business Days following receipt of notice thereof; (ix) [reserved]; and (x) this Agreement may be

amended (or amended and restated) without the consent of any Lender (but with the consent of

the Borrower and the Administrative Agent) if, upon giving effect to such amendment (or such

amendment and restatement), such Lender shall no longer be a party to this Agreement (as so

amended (or amended and restated)), such Lender (and its Affiliates) shall have no commitment

or other obligations hereunder and such Lender (and its Affiliates) shall have been paid in full all

principal, interest and other amounts owing to it or accrued for its account under this Agreement

and the other Loan Documents.

11.02Notices; Effectiveness; Electronic Communication.

(a)Notices Generally. Except as provided in Section 11.02(b), 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 facsimile or electronic

mail as follows:

(i)if to any Loan Party or the Administrative Agent, to the address,

facsimile number, electronic mail address or telephone number specified for such Person

on Schedule 11.02; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail

address or telephone number specified in such Lender’s Administrative Questionnaire

(including, as appropriate, notices delivered solely to the Person designated by a Lender

on its Administrative Questionnaire then in effect for the delivery of notices that may

contain material non-public information relating to the Borrower).

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; notices and other

communications sent by facsimile shall be deemed to have been given when sent (except that, if

not given during normal business hours for the recipient, shall be deemed to have been given at

the opening of business on the next Business Day for the recipient). Notices and other

communications delivered through electronic communications to the extent provided in Section

11.02(b) shall be effective as provided in Section 11.02(b).

(b)Electronic Communications. Notices and other communications to the Lenders

hereunder may be delivered or furnished by electronic communication (including e-mail, FpML

messaging, and Internet or intranet websites) pursuant to procedures approved by the

Administrative Agent; provided, that, the foregoing shall not apply to notices to any Lender

pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of

receiving notices under such Article II by electronic communication. The Administrative Agent

or any Loan Party may each, in its discretion, agree to accept notices and other communications

to it hereunder by electronic communications pursuant to procedures approved by it; provided,

that, approval of such procedures may be limited to particular notices or communications. Unless

the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-

mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the

intended recipient (such as by the “return receipt requested” function, as available, return e-mail

or other written acknowledgement), and (ii) notices or communications posted to an Internet or

intranet website shall be deemed received upon the deemed receipt by the intended recipient at its

e-mail address as described in the foregoing clause (i) of notification that such notice or

communication is available and identifying the website address therefor; provided, that, for both

clauses (i) and (ii) above, if such notice, email or other communication is not sent during the

normal business hours of the recipient, such notice, email or communication shall be deemed to

have been sent at the opening of business on the next Business Day for the recipient.

(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS

AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE

ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE

ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR

ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. 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 ANY AGENT PARTY IN CONNECTION WITH THE

BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent

or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan

Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any

kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative

Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic

platform or electronic messaging service, or through the Internet.

(d)Change of Address, Etc. Each of the Loan Parties and the Administrative Agent

may change its address, facsimile or telephone number for notices and other communications

hereunder by notice to the other parties hereto. Each other Lender may change its address,

facsimile or telephone number for notices and other communications hereunder by notice to the

Borrower and the Administrative Agent. In addition, each Lender agrees to notify the

Administrative Agent from time to time to ensure that the Administrative Agent has on record (i)

an effective address, contact name, telephone number, facsimile number and electronic mail

address to which notices and other communications may be sent, and (ii) accurate wire

instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one

individual at or on behalf of such Public Lender to at all times have selected the “Private Side

Information” or similar designation on the content declaration screen of the Platform in order to

enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance

procedures and Applicable Law, including United States Federal and state securities Laws, to

make reference to Borrower Materials that are not made available through the “Public Side

Information” portion of the Platform and that may contain material non-public information with

respect to the Borrower or its securities for purposes of United States Federal or state securities

laws.

(e)Reliance by Administrative Agent and Lenders. The Administrative Agent and

the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic

notices, Committed Loan Notices and notices of Loan prepayment) purportedly given by or on

behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were

incomplete or were not preceded or followed by any other form of notice specified herein, or

(ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The

Loan Parties shall indemnify the Administrative Agent, each Lender and their respective Related

Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person

on each notice purportedly given by or on behalf of any Loan Party. All telephonic notices to and

other telephonic communications with the Administrative Agent may be recorded by the

Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the

Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,

power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor

shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other

Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy,

power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each

other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges

provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the

authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan

Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection

with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in

accordance with Section 8.02 for the benefit of all the Lenders; provided, that, the foregoing shall not

prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure

to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan

Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the

terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on

its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief

Law; provided, further, that, if at any time there is no Person acting as Administrative Agent hereunder

and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise

ascribed to the Administrative Agent pursuant to Section 8.02, and (ii) in addition to the matters set forth

in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the

consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the

Required Lenders.

11.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Loan Parties shall pay (i) all reasonable and

documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates

(including the reasonable and documented out-of-pocket fees, charges and disbursements of

counsel for the Administrative Agent, but limited, in the case of any fees and expenses of legal

counsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges

of (A) one primary counsel to the Administrative Agent, (B) if reasonably necessary, one local

counsel to the Lenders retained by the Administrative Agent in each relevant jurisdiction, (C) if

reasonably necessary, one specialty counsel to the Lenders retained by the Administrative Agent

with respect to each relevant specialty, and (D) in the case of any actual or perceived conflict of

interest, one additional counsel to each group of similarly situated persons or entities, taken as a

whole) in connection with the syndication of the credit facility provided for herein, the

preparation, negotiation, execution, delivery and administration of this Agreement and the other

Loan Documents or any amendments, modifications or waivers of the provisions hereof or

thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),

(ii) [reserved], and (iii) all reasonable and documented expenses incurred by the Administrative

Agent or any Lender (including the reasonable and documented out-of-pocket fees, charges and

disbursements of any counsel for the Administrative Agent or any Lender) in connection with the

enforcement or protection of its rights (A) in connection with this Agreement and the other Loan

Documents, including its rights under this Section 11.04, or (B) in connection with the Loans

made hereunder, including all such expenses incurred during any workout, restructuring or

negotiations in respect of such Loans.

(b)Indemnification. The Loan Parties shall jointly and severally indemnify the

Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of

the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each

Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses

(including the fees, charges and disbursements of any counsel for any Indemnitee, but limited, in

the case of any fees and expenses of legal counsel, to the reasonable and documented out-of-

pocket fees, disbursements and other charges of (i) one firm of primary counsel for all

Indemnitees, taken as a whole, (ii) if reasonably necessary, one firm of local counsel for all

Indemnitees, taken as a whole, in each relevant jurisdiction, (iii) if reasonably necessary, one firm

of specialty counsel for all Indemnitees, taken as a whole, in each relevant specialty, and (iv) in

the case of an actual or perceived conflict of interest, one additional firm of counsel to each group

of affected Indemnitees, similarly situated and taken as a whole) incurred by any Indemnitee or

asserted against any Indemnitee by any Person (including any Loan Party) arising out of, in

connection with, or as a result of (A) the execution or delivery of this Agreement, any other Loan

Document or any agreement or instrument contemplated hereby or thereby (including any

Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the

form of an Electronic Record), the performance by the parties hereto of their respective

obligations hereunder or thereunder, the consummation of the transactions contemplated hereby

or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related

Parties only, the administration of this Agreement and the other Loan Documents (including in

respect of any matters addressed in Section 3.01), (B) any Loan or the use or proposed use of the

proceeds therefrom, (C) 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, or any

Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (D) any

actual or threatened claim, litigation, investigation or proceeding relating to any of the foregoing,

whether based on contract, tort or any other theory, whether brought by a third party or by any

Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES,

WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF

THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE

INDEMNITEE; provided, that, such indemnity shall not, as to any Indemnitee, be available to

the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a

court of competent jurisdiction by final and nonappealable judgment to have resulted from the

fraud, gross negligence or willful misconduct of such Indemnitee, or (2) result from a claim not

involving or arising from an act or omission of any Loan Party or any Affiliate thereof and that is

brought by an Indemnitee against another Indemnitee (other than against an Arranger or the

Administrative Agent in their capacities as such). Without limiting the provisions of Section

3.01(d), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that

represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)Reimbursement by Lenders. To the extent that the Loan Parties for any reason

fails to indefeasibly pay any amount required under Section 11.04(a) or Section 11.04(b) to be

paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of the

foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-

agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of

the time that the applicable unreimbursed expense or indemnity payment is sought based on each

Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any

such unpaid amount in respect of a claim asserted by such Lender), such payment to be made

severally among them based on such Lenders’ Applicable Percentage (determined as of the time

that the applicable unreimbursed expense or indemnity payment is sought); 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) or

against any Related Party of any of the foregoing acting for the Administrative Agent (or any

such sub-agent) in connection with such capacity. The obligations of the Lenders under this

Section 11.04(c) are subject to the provisions of Section 2.12(d).

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by

Applicable Law, none of any Loan Party, the Administrative Agent, any Lender, any other party

hereto or any Indemnitee shall assert, and each such Person hereby waives and acknowledges that

no other Person shall have, any claim against any other such 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, any other Loan Document or

any agreement or instrument contemplated hereby or thereby, the transactions contemplated

hereby or thereby, any Loan, or the use of the proceeds thereof; provided, that, the foregoing shall

in no event limit the Loan Parties’ indemnification obligations under Section 11.04(b) to the

extent such special, indirect, consequential or punitive damages are included in any third-party

claim in connection with which such Indemnitee is otherwise entitled to indemnification

hereunder. No Indemnitee referred to in Section 11.04(b) shall be liable for any damages arising

from the use by unintended recipients of any information or other materials distributed to such

unintended recipients by such Indemnitee through telecommunications, electronic or other

information transmission systems in connection with this Agreement or the other Loan

Documents or the transactions contemplated hereby or thereby.

(e)Payments. All amounts due under this Section 11.04 shall be payable not later

than ten (10) Business Days after demand therefor.

(f)Survival. The agreements in this Section 11.04 and the indemnity provisions of

Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any

Lender, the termination of the Aggregate Commitments and the occurrence of the Facility

Termination Date.

11.05Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party

is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises

its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently

invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any

settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a

trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or

otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be

satisfied shall be revived and continued in full force and effect as if such payment had not been made or

such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent

upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the

Administrative Agent, plus interest thereon from the date of such demand to the date such payment is

made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the

applicable currency of such recovery or payment. The obligations of the Lenders under clause (b) of the

preceding sentence shall survive the occurrence of the Facility Termination Date and the termination of

this Agreement.

11.06Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement and each

other Loan Document shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns permitted hereby, except that no Loan Party may assign or

otherwise transfer any of its rights or obligations hereunder or under any other Loan Document

without the prior written consent of the Administrative Agent and each Lender and no Lender

may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an

assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in

accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a

security interest subject to the restrictions of Section 11.06(e) (and any other attempted

assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in

Section 11.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of

the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or

by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more

assignees all or a portion of its rights and obligations under this Agreement and the other Loan

Documents (including all or a portion of its Commitment and the Loans at the time owing to it);

provided, that, any such assignment shall be subject to the conditions set forth in this Section

11.06(b).

(i)Minimum Amounts.

(A)In the case of an assignment of the entire remaining amount of

the assigning Lender’s Commitment and/or the Loans at the time owing to it, or

contemporaneous assignments to related Approved Funds (determined after

giving effect to such assignments) that equal at least the amount specified in

Section 11.06(b)(i)(B) in the aggregate, or in the case of an assignment to a

Lender, an Affiliate of a Lender or an Approved Fund, in each such case, no

minimum amount need be assigned.

(B)In any case not described in Section 11.06(b)(i)(A), the

aggregate amount of the Commitment (which for this purpose includes Loans

outstanding thereunder) or, if the Commitment is not then in effect, the principal

outstanding balance of the 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 or, if “Trade

Date” is specified in the Assignment and Assumption, as of the Trade Date, shall

not be less than $5,000,000 unless each of the Administrative Agent and, so long

as no Specified Event of Default has occurred and is continuing, the Borrower

otherwise consents (each such consent not to be unreasonably withheld or

delayed). Notwithstanding the foregoing, assignments effected pursuant to

Section 11.13 may be made in such amounts as are necessary to implement the

applicable replacement and shall not be limited by Section 11.06(b)(i) or Section

11.06(b)(ii), and any Borrower-directed assignment to an Additional Lender

made within sixty (60) days following the Closing Date may likewise be made

without regard to Section 11.06(b)(i) or Section 11.06(b)(ii).

(ii)Proportionate Amounts. 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 and the other Loan Documents with respect to the Loans or the

Commitment assigned.

(iii)Required Consents. No consent shall be required for any assignment

except to the extent required by Section 11.06(b)(i)(B) and, in addition:

(A)the consent of the Borrower (such consent not to be

unreasonably withheld or delayed) shall be required unless (1) a Specified Event

of Default has occurred and is continuing at the time of such assignment, (2) such

assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (3)

such assignment is between Goldman Sachs Bank USA and Goldman Sachs

Lending Partners LLC; provided, 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 ten (10) Business Days after having received

notice thereof; and

(B)the consent of the Administrative Agent (such consent not to be

unreasonably withheld or delayed) shall be required for assignments to a Person

that is not a Lender, an Affiliate of such Lender or an Approved Fund with

respect to such Lender.

(iv)Assignment and Assumption. The parties to each assignment shall

execute and deliver to the Administrative Agent an Assignment and Assumption, together

with a processing and recordation fee in the amount of $3,500; provided, that, the

Administrative Agent may, in its sole discretion; provided, further that no such

processing or recordation fee shall be payable to the Administrative Agent in respect of

any assignment effected pursuant to Section 11.13 or any Borrower-directed assignment

to an Additional Lender made within sixty (60) days following the Closing Date, elect to

waive such processing and recordation fee in the case of any assignment. The assignee,

if it is not a Lender, shall deliver to the Administrative Agent an Administrative

Questionnaire. The consideration for any assignment shall be as agreed by the applicable

assignor and assignee, except as expressly provided in Section 11.13.

(v)No Assignment to Certain Persons. No such assignment shall be made

(A) to any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries, (B) to any

Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender

hereunder, would constitute any of the foregoing Persons described in this clause (B), or

and operated for the primary benefit of one or more natural Persons).

(vi)Certain Additional Payments. In connection with any assignment of

rights and obligations of any Defaulting Lender hereunder, no such assignment shall be

effective unless and until, in addition to the other conditions thereto set forth herein, the

parties to the assignment shall make such additional payments to the Administrative

Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which

may be outright payment, purchases by the assignee of participations or

subparticipations, or other compensating actions, including funding, with the consent of

the Borrower and the Administrative Agent, the applicable pro rata share of Loans

previously requested but not funded by the Defaulting Lender, to each of which the

applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in

full all payment liabilities then owed by such Defaulting Lender to the Administrative

Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund

as appropriate) its full pro rata share of all Loans in accordance with its Applicable

Percentage. Notwithstanding the foregoing, in the event that any assignment of rights

and obligations of any Defaulting Lender hereunder shall become effective under

Applicable Law without compliance with the provisions of this Section 11.06(b)(vi), then

the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of

this Agreement until such compliance occurs.

(vii)Effectiveness. Subject to acceptance and recording thereof by the

Administrative Agent pursuant to Section 11.06(c), from and after the effective date

specified in each Assignment and Assumption, the assignee thereunder shall be a party to

this Agreement 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 3.01, 3.04, 3.05, and 11.04

with respect to facts and circumstances occurring prior to the effective date of such

assignment; provided, that, except to the extent otherwise expressly agreed by the

affected parties, no assignment by a Defaulting Lender will constitute a waiver or release

of any claim of any party hereunder arising from that Lender’s having been a Defaulting

Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to

the assignee Lender. Any assignment or transfer by a Lender of rights or obligations

under this Agreement that does not comply with this Section 11.06(b) 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 Section 11.06(d).

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of

the Borrower (and such agency being solely for Tax purposes), shall maintain at the

Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the

equivalent thereof in electronic form) and a register for the recordation of the names and

addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of

the Loans 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 and the Lenders shall treat each Person whose name is recorded in the

The Register shall be available for inspection by the Borrower and any Lender, at any reasonable

time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to,

the Borrower or the Administrative Agent, sell participations to 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 one or more natural Persons), a Defaulting Lender or any Loan Party or any of

any Loan Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such

Lender’s rights and/or obligations under this Agreement (including all or a portion of its

Commitment and/or the Loans owing to it); provided, that, (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 and the Lenders shall continue to deal solely and directly with such Lender

in connection with such Lender’s rights and obligations under this Agreement. For the avoidance

of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without

regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall

provide that such Lender shall retain the sole right to enforce this Agreement and to approve any

amendment, modification or waiver of any provision of this Agreement; provided, that, such

agreement or instrument may provide that such Lender will not, without the consent of the

Participant, agree to any amendment, waiver or other modification described in Section 11.01(a)

that affects such Participant. The Borrower agrees that each Participant shall be entitled to the

benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired

its interest by assignment pursuant to Section 11.06(b) (it being understood that the

documentation required under Section 3.01(g) shall be delivered to the Lender who sells the

participation) to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to Section 11.06(b); provided, that, such Participant (a) agrees to be subject to the

provisions of Sections 3.06 and 11.13 as if it were an assignee under Section 11.06(b), and (b)

shall not be entitled to receive any greater payment under Section 3.01 or Section 3.04, with

respect to any participation, than the Lender from whom it acquired the applicable participation

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

Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also

shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that, such

Participant agrees to be subject to Section 2.13 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 Register on which it enters the name and address of each Participant and the principal

amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under

the Loan Documents (the “Participant Register”); provided, that, no Lender shall have any

obligation to disclose all or any portion of the Participant Register (including the identity of any

Participant or any information relating to a Participant’s interest in any commitments, loans,

letters of credit or its other obligations under any Loan Document) to any Person except to the

extent that such disclosure is necessary to establish that such commitment, loan or other

obligation is in registered form under Section 5f.103-1(c) of the United States Treasury

Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and

such Lender shall treat each Person whose name is recorded in the Participant Register as the

owner of such participation for all purposes of this Agreement notwithstanding any notice to the

contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative

Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest

in all or any portion of its rights under this Agreement (including under its Note, if any) to secure

obligations of such Lender, including any pledge or assignment to secure obligations to a Federal

Reserve Bank; provided, that, no such pledge or assignment shall release such Lender from any

of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party

hereto.

(f)[Reserved].

(g)Disqualified Institutions.

(i)No assignment shall be made to any Person that was a Disqualified

Institution as of the date (the “Trade Date”) on which the applicable Lender entered into a

binding agreement to sell and assign all or a portion of its rights and obligations under

this Agreement to such Person (unless the Borrower has consented to such assignment as

otherwise contemplated by this Section 11.06, in which case such Person will not be

considered a Disqualified Institution for the purpose of such assignment). For the

avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution

after the applicable Trade Date (including as a result of the delivery of a notice pursuant

to the definition of “Disqualified Institution”), such assignee shall not retroactively be

considered a Disqualified Institution. Any assignment in violation of this Section

11.06(g)(i) shall not be void, but the other provisions of this Section 11.06(g) shall apply.

(ii)If any assignment is made to any Disqualified Institution without the

Borrower’s prior consent in violation of Section 11.06(g)(i), the Borrower may, at its sole

expense and effort, upon notice to the applicable Disqualified Institution and the

Administrative Agent, (A) terminate the Commitment of such Disqualified Institution and

repay all obligations of the Borrower owing to such Disqualified Institution in connection

with such Commitment, and/or (B) require such Disqualified Institution to assign and

delegate, without recourse (in accordance with and subject to the restrictions contained in

this Section 11.06), all of its interest, rights and obligations under this Agreement and the

other Loan Documents to an Eligible Assignee that shall assume such obligations at the

lesser of (1) the principal amount thereof, and (2) the amount that such Disqualified

Institution paid to acquire such interests, rights and obligations, in each case plus accrued

interest, accrued fees and all other amounts (other than principal amounts) payable to it

hereunder and other the other Loan Documents; provided, that, (x) the Borrower shall

have paid to the Administrative Agent the assignment fee (if any) specified in Section

11.06(b), and (y) such assignment does not conflict with Applicable Law.

(iii)Notwithstanding anything to the contrary contained in this Agreement,

Disqualified Institutions (A) will not (1) have the right to receive information, reports or

other materials provided to Lenders by the Borrower, the Administrative Agent, any

Arranger, or any other Lender, (2) attend or participate in meetings attended by the

Lenders and the Administrative Agent, or (3) access any electronic site established for the

Lenders (including the Platform) or confidential communications from counsel to or

financial advisors of the Administrative Agent or the Lenders, and (B)(1) for purposes of

any consent to any amendment, waiver or modification of, or any action under, and for

the purpose of any direction to the Administrative Agent or any Lender to undertake any

action (or refrain from taking any action) under this Agreement or any other Loan

Document, each Disqualified Institution will be deemed to have consented in the same

proportion as the Lenders that are not Disqualified Institutions consented to such matter,

and (2) for purposes of voting on any plan of reorganization or plan of liquidation

pursuant to any Debtor Relief Laws (each, a “Plan of Reorganization”), each Disqualified

Institution party hereto hereby agrees (x) not to vote on such Plan of Reorganization, (y)

if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding

the restriction in the foregoing clause (x), such vote will be deemed not to be in good

faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or

any similar provision in any other Debtor Relief Laws), and such vote shall not be

counted in determining whether the applicable class has accepted or rejected such Plan of

Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any

similar provision in any other Debtor Relief Laws), and (z) not to contest any request by

any party for a determination by the bankruptcy court (or other applicable court of

competent jurisdiction) effectuating the foregoing clause (y).

(iv)The Administrative Agent shall have the right, and the Borrower hereby

expressly authorizes the Administrative Agent, to (A) post the list of Disqualified

Institutions provided by the Borrower and any updates thereto from time to time

(collectively, the “DQ List”) on the Platform, including that portion of the Platform that

is designated for “public side” Lenders or (B) provide the DQ List to each Lender

requesting the same.

11.07Treatment of Certain Information; Confidentiality. The Administrative Agent and

each Lender agrees to maintain the confidentiality of the Information (as defined below), except that

Information may be disclosed (a) to its Affiliates, its auditors and its Related Parties (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), (b) to the extent required or requested

by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties

(including any self-regulatory authority, such as the National Association of Insurance Commissioners),

to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any

other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document

or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions

substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any

prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any

Eligible Assignee invited to be a Lender pursuant to the terms of this Agreement, or (ii) any actual or

prospective party (or its Related Parties) to any swap, derivative or other transaction under which

payments are to be made by reference to any of the Loan Parties and its obligations, this Agreement or

payments hereunder (it being understood that the DQ List may be disclosed to any assignee, or

prospective assignee, in reliance on this clause (f)), (g) on a confidential basis to (i) any rating agency in

connection with rating the Borrower or its Subsidiaries or the credit facility provided hereunder, or (ii) the

CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and

monitoring of CUSIP numbers or other market identifiers with respect to the credit facility provided

hereunder, (h) with the consent of the Borrower, (i) to the extent such Information (i) becomes publicly

available other than as a result of a breach of this Section 11.07, (ii) becomes available to the

Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a

source other than the Borrower, or (iii) is independently discovered or developed by a party hereto

without utilizing any Information received from the Borrower or violating the terms of this Section 11.07,

(j) to the extent required by a potential or actual insurer or reinsurer in connection with providing

insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be

made by reference to this Agreement and (k) to market data collectors, similar service providers to the

lending industry, and service providers to the Administrative Agent and the Lenders in connection with

the administration and management of the services provided hereunder.

For purposes of this Agreement, “Information” means all information received from the Borrower

or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other

than any such information that is available to the Administrative Agent or any Lender on a

nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided, that, in the case of

information received from the Borrower or any Subsidiary after the Closing Date, such information is

clearly identified at the time of delivery as confidential. Any Person required to maintain the

confidentiality of Information as provided in this Section 11.07 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.

The Administrative Agent and each Lender acknowledges that (a) the Information may include

material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has

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developed compliance procedures regarding the use of material non-public information, and (c) it will

handle such material non-public information in accordance with Applicable Law, including United States

Federal and state securities Laws.

For the avoidance of doubt, nothing herein prohibits any individual from voluntarily

communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a

governmental, regulatory, or self-regulatory authority without any notification to any person pursuant to

any “whistleblowing” or other similar program of such governmental, regulatory or self-regulatory

authority.

The parties hereto do not anticipate any disclosure of personal information of California residents

to Citi, or any collection or processing of personal information of California residents, in connection with

the transactions contemplated hereunder and Citi’s services contemplated under this Agreement; provided

however, to the extent any California personal information subject to the California Privacy Rights Act

(“CPRA”) and its implementing regulations is disclosed by the Borrower to Citi and is covered by the

CPRA and its implementing regulations, Citi agrees to process such personal information only for the

limited and specified business purposes of facilitating the execution of the transactions contemplated

hereunder upon the direction of the Borrower or as otherwise provided by, and in compliance with, the

CPRA.

As used herein, “Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp North

America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions

contemplated hereby.

11.08Right of Setoff. If an Event of Default shall have occurred and be continuing, each

Lender 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 or any such Affiliate to or for the credit or the

account of the Borrower or any other Loan Party against any and all of the Obligations of the Borrower or

such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such

Lender or their respective Affiliates, irrespective of whether or not such Lender or such Affiliate shall

have made any demand under this Agreement or any other Loan Document and although such

Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch,

office or Affiliate of such Lender 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 provisions of Section 2.17 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 and the Lenders, and (b) such 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 and their

respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other

rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the

Borrower and the Administrative Agent promptly after any such setoff and application; provided, that, the

failure to give such notice shall not affect the validity of such setoff and application.

11.09Interest Rate Limitation. Notwithstanding anything to the contrary contained in any

Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the

maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the

Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,

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the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal,

refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the

Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted

by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium

rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,

allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated

term of the Obligations hereunder.

11.10Integration; Effectiveness. This Agreement, the other Loan Documents, and any

separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire

contract among the parties relating to the subject matter hereof and supersede any and all previous

agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided

in Section 4.01, this Agreement shall become effective when it shall have been executed by the

Administrative Agent and when the Administrative Agent shall have received counterparts hereof that,

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.

11.11Survival of Representations and Warranties. All representations and warranties made

hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in

connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such

representations and warranties have been or will be relied upon by the Administrative Agent and each

Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their

behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or

knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect

until the Facility Termination Date.

11.12Severability. If any provision of this Agreement or any other Loan Document is held to

be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining

provisions of this Agreement or such other Loan Document shall not be affected or impaired thereby, and

(b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable

provisions with valid provisions the economic effect of which comes as close as possible to that of the

illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall

not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the

foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in

this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in

good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the

extent not so limited.

11.13Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the

provisions of Section 3.06, or if any Lender is a Defaulting Lender, a Non-Consenting Lender, or a non-

extending Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and

the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance

with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its

interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and

obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall

assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);

provided, that:

(a)the Borrower shall have paid to the Administrative Agent the assignment fee (if

any) specified in Section 11.06(b);

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(b)such Lender shall have received payment of an amount equal to the outstanding

principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it

hereunder and under the other Loan Documents (including any amounts under Section 3.05) 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);

(c)in the case of any such assignment resulting from a claim for compensation under

Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will

result in a reduction in such compensation or payments thereafter;

(d)such assignment does not conflict with Applicable Law;

(e)in the case of an assignment resulting from a Lender becoming a Non-Consenting

Lender, the applicable assignee shall have consented to the applicable amendment, waiver or

consent; and

(f)in the case of an assignment resulting from a Lender becoming a non-extending

Lender, the applicable assignee shall have consented to the applicable extension of the Maturity

Date.

A Lender shall not be required to make any such assignment or delegation 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 cease to apply. Each party hereto agrees that (a) an assignment required

pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by

the Borrower, the Administrative Agent and the assignee, and (b) the Lender required to make such

assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to

have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any

such assignment, the other parties to such assignment agree to execute and deliver such documents

necessary to evidence such assignment as reasonably requested by the applicable Lender; provided,

further, that, any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in this Section 11.13 to the contrary, the Lender that acts as the

Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

In addition, at any time and from time to time, the Borrower may, by notice to any Initial Lender

(with a copy to the Administrative Agent), require such Initial Lender to assign, without recourse (in

accordance with and subject to the restrictions contained in, and consents required by, Section 11.06, but

without regard to any minimum assignment amounts or proportionate-assignment requirements), all of its

Loans and Commitments to one or more Designated Replacement Lenders designated by the Borrower.

The purchase price payable by the applicable Designated Replacement Lender(s) shall be an amount

equal to the outstanding principal of, and accrued and unpaid interest on, the Loans so assigned and any

unpaid accrued fees and other amounts (including any amounts payable pursuant to Section 3.05) owing

to such assigning Initial Lender with respect thereto as of the effective date of such assignment. Upon

payment of such amounts and, if required, execution and delivery by the applicable parties of an

Assignment and Assumption (or, if the assigning Initial Lender fails to execute the same within five (5)

Business Days after request therefor, execution thereof by the Administrative Agent as attorney-in-fact

for such Lender), such Initial Lender shall be deemed to have assigned such Loans and Commitments as

provided in this Section 11.13, and the Administrative Agent shall record the assignment in the Register.

Notwithstanding anything to the contrary herein, no consent of any Lender (other than the Initial Lender

being replaced) shall be required for any assignment pursuant to this paragraph, and any voluntary

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prepayment or commitment reduction made in connection therewith may be allocated on a non-pro rata

basis to the extent necessary to implement the foregoing.

11.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW. 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 GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF

THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY

AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,

LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW

OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE

ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE

FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN

DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY

FORUM OTHER THAN THE COURTS 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, AND EACH OF THE PARTIES HERETO IRREVOCABLY

AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND

AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR

PROCEEDING (WHETHER IN CONTRACT OR TORT OR OTHERWISE) MAY BE HEARD

AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF

THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION,

LITIGATION OR PROCEEDING (WHETHER IN CONTRACT OR TORT OR OTHERWISE)

SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY

SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL

AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY

OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING (WHETHER IN

CONTRACT OR TORT OR OTHERWISE) RELATING TO THIS AGREEMENT OR ANY

OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE

COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND

UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO

THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY

COURT REFERRED TO IN SECTION 11.14(b). EACH OF THE PARTIES HERETO

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE

MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY

CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN

SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY

PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY

APPLICABLE LAW.

11.15Waiver 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 PERSON HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 11.15.

11.16No Advisory or Fiduciary Responsibility. In connection with all aspects of each

transaction contemplated hereby (including in connection with any amendment, waiver or other

modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and

acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this

Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length

commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the

Administrative Agent, the Arrangers, and the Lenders, on the other hand, (ii) each of the Loan Parties has

consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,

and (iii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and

conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the

Administrative Agent, each Arranger, and each Lender is and has been acting solely as a principal and,

except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as

an advisor, agent or fiduciary for any Loan Party or any of its Affiliates, or any other Person, and (ii) none

of the Administrative Agent, any Arranger or any Lender has any obligation to any Loan Party or any of

its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set

forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers, the

Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve

interests that differ from those of the Loan Parties and their respective Affiliates, and none of the

Administrative Agent, any Arranger, or any Lender has any obligation to disclose any of such interests to

any Loan Party or any of its Affiliates. To the fullest extent permitted by law, each Loan Party hereby

waives and releases any claims that it may have against the Administrative Agent, any Arranger, or any

Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any

aspect of any transaction contemplated hereby.

11.17Electronic Execution; Electronic Records; Counterparts. This Agreement, any other

Loan Document and any other Communication, including Communications required to be in writing, may

be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Loan

Party, the Administrative Agent and each Lender Party agrees that any Electronic Signature on or

associated with any Communication shall be valid and binding on such Person to the same extent as a

manual, original signature, and that any Communication entered into by Electronic Signature will

constitute the legal, valid and binding obligation of such Person enforceable against such Person in

accordance with the terms thereof to the same extent as if a manually executed original signature was

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delivered. Any Communication may be executed in as many counterparts as necessary or convenient,

including both paper and electronic counterparts, but all such counterparts are one and the same

Communication. For the avoidance of doubt, the authorization under this Section 11.17 may include use

or acceptance of a manually signed paper Communication which has been converted into electronic form

(such as scanned into .pdf), or an electronically signed Communication converted into another format, for

transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at

its option, create one or more copies of any Communication in the form of an imaged Electronic Record

(each, an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s

business, and destroy the original paper document. All Communications in the form of an Electronic

Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the

same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained

herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature

in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved

by it; provided, that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed

to accept such Electronic Signature, the Administrative Agent and each of the Lender Parties shall be

entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/

or any Lender Party without further verification, and (b) upon the request of the Administrative Agent or

any Lender Party, any Electronic Signature shall be promptly followed by such manually executed

counterpart.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire

into the sufficiency, 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 telecopy, emailed .pdf or any

other electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability

under or in respect of this Agreement or any other Loan Document by acting upon, any Communication

(which writing may be a fax, any electronic message, Internet or intranet website posting or other

distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone

and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person

in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and each Lender Party hereby waives (a) any argument, defense or right

to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based

solely on the lack of paper original copies of this Agreement or such other Loan Document, and (b) any

claim against the Administrative Agent and each Lender Party for any liabilities arising solely from the

Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including

any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in

connection with the execution, delivery or transmission of any Electronic Signature.

11.18USA PATRIOT Act. Each Lender that is subject to the PATRIOT Act and the

Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that

pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law

October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that

identifies each Loan Party, which information includes the name and address of each Loan Party and

other information that will allow such Lender or the Administrative Agent, as applicable, to identify each

Loan Party in accordance with the PATRIOT Act. Each Loan Party shall, promptly following a request

by the Administrative Agent or any Lender, provide all documentation and other information that the

Administrative Agent or such Lender requests in order to comply with its ongoing obligations under

applicable “know your customer” and anti-money laundering rules and regulations, including the

PATRIOT Act and the Beneficial Ownership Regulation.

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11.19California Judicial Reference. If any action or proceeding is filed in a court of the State

of California by or against any party hereto in connection with any of the transactions contemplated by

this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general

reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single

active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of

fact or of law) and to report a statement of decision, provided that at the option of any party to such

proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil

Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the

generality of Section 11.04, the Borrower shall be solely responsible to pay all fees and expenses of any

referee appointed in such action or proceeding.

11.20ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN

DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY

NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR

SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN

ORAL AGREEMENTS AMONG THE PARTIES.

11.21Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement

or understanding among any such parties, each party hereto acknowledges that any liability of any Lender

that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is

unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution

Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of

any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities

arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or

in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into

shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or

a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other

instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability

under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in

connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution

Authority.

11.22Judgment Currency. If, for the purposes of obtaining judgment in any court, it is

necessary to convert a sum due hereunder or any other Loan Document in one currency into another

currency, the rate of exchange used shall be that at which in accordance with normal banking procedures

the Administrative Agent or applicable Lender, as applicable, could purchase the first currency with such

other currency on the Business Day preceding that on which final judgment is given. The obligation of

each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender

hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the

“Judgment Currency”) other than that in which such sum is denominated in accordance with the

applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent

that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may

be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such

Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement

Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than

the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement

Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to

indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount

of the Agreement Currency so purchased is greater than the sum originally due to the Administrative

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Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be,

agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled

thereto under Applicable Law).

11.23Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan

Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other

agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a

“Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of

the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the

Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated

thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit

Support (with the provisions below applicable notwithstanding that the Loan Documents and any

Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the

United States or any other state of the United States): in the event a Covered Entity that is party to a

Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special

Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and

any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights

in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be

effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime

if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in

property) were governed by the laws of the United States or a state of the United States. In the event a

Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such

Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are

permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.

Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of

the United States or a state of the United States. Without limitation of the foregoing, it is understood and

agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect

the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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