{"url_path":"/sec/uber/8-k/2026-07-16/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1543151/0001552781-26-000382-index.html","accession_number":"0001552781-26-000382","cik":"0001543151","ticker":"UBER","issuer_name":"Uber Technologies, Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1543151/0001552781-26-000382-index.html","primary_entity_key":"0001543151","primary_entity_name":"Uber Technologies, Inc"},"word_count":53895,"has_tables":true,"body_markdown":"EX-10.1\n3\ne26302_ex10-1.htm\n\n**Exhibit 10.1**\n\n**Certain identified information has been\nexcluded from this exhibit both because it (i) is not material and (ii) is the type that the issuer treats as private or confidential.\nBrackets with triple asterisks denote omissions.**\n\n**BRIDGE\nCREDIT AGREEMENT**\n\nDated as of July\n16, 2026\n\namong\n\n**UBER\nTECHNOLOGIES, INC.**,\n\nas the Borrower,\n\n**MORGAN\nSTANLEY SENIOR FUNDING, INC.,**\n\nas Administrative Agent,\n\nand\n\nThe Other Lenders\nParty Hereto\n\n**MORGAN\nSTANLEY SENIOR FUNDING, INC.,\nBofA SECURITIES, INC. and**\n\n**DEUTSCHE BANK SECURITIES INC.**,\n\nas\n\nJoint Lead Arrangers and Joint Bookrunners\n\n**BofA\nSECURITIES, INC. and**\n\n**DEUTSCHE BANK SECURITIES INC.**\n\nas Syndication Agents\n\n**TABLE\nOF CONTENTS**\n\nSection\n\nPage\n\n[ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS](#e26302a001)\n1\n\n[**1.01**](#e26302a002)\n[**Defined Terms**](#e26302a002)\n1\n\n[**1.02**](#e26302a003)\n[**Other Interpretive Provisions**](#e26302a003)\n23\n\n[**1.03**](#e26302a004)\n[**Accounting Terms**](#e26302a004)\n24\n\n[**1.04**](#e26302a005)\n[**Rounding**](#e26302a005)\n24\n\n[**1.05**](#e26302a006)\n[**Times of Day**](#e26302a006)\n24\n\n[**1.06**](#e26302a007)\n[**Sanctions Provisions**](#e26302a007)\n24\n\n[**1.07**](#e26302a008)\n[**Interest Rates; Licensing**](#e26302a008)\n25\n\n[ARTICLE II. THE COMMITMENTS AND BORROWINGS](#e26302a009)\n25\n\n[**2.01**](#e26302a010)\n[**Loans**](#e26302a010)\n25\n\n[**2.02**](#e26302a011)\n[**Borrowings, Conversions and Continuations of Loans**](#e26302a011)\n26\n\n[**2.03**](#e26302a012)\n[**[Reserved]**](#e26302a012)\n26\n\n[**2.04**](#e26302a013)\n[**[Reserved]**](#e26302a013)\n26\n\n[**2.05**](#e26302a014)\n[**Prepayments**](#e26302a014)\n27\n\n[**2.06**](#e26302a015)\n[**Termination or Reduction of Commitments**](#e26302a015)\n27\n\n[**2.07**](#e26302a016)\n[**Repayment of Loans**](#e26302a016)\n28\n\n[**2.08**](#e26302a017)\n[**Interest**](#e26302a017)\n28\n\n[**2.09**](#e26302a018)\n[**Fees**](#e26302a018)\n29\n\n[**2.10**](#e26302a019)\n[**Computation of Interest and Fees**](#e26302a019)\n29\n\n[**2.11**](#e26302a020)\n[**Evidence of Debt**](#e26302a020)\n30\n\n[**2.12**](#e26302a021)\n[**Payments Generally; Administrative Agent’s Clawback**](#e26302a021)\n30\n\n[**2.13**](#e26302a022)\n[**Sharing of Payments by Lenders**](#e26302a022)\n32\n\n[**2.14**](#e26302a023)\n[**[Reserved]**](#e26302a023)\n32\n\n[**2.15**](#e26302a024)\n[**[Reserved]**](#e26302a024)\n32\n\n[**2.16**](#e26302a025)\n[**[Reserved]**](#e26302a025)\n32\n\n[**2.17**](#e26302a026)\n[**Defaulting Lenders**](#e26302a026)\n32\n\n[ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY](#e26302a027)\n33\n\n[**3.01**](#e26302a028)\n[**Taxes**](#e26302a028)\n33\n\n[**3.02**](#e26302a029)\n[**Illegality**](#e26302a029)\n36\n\n[**3.03**](#e26302a030)\n[**Inability to Determine Rates**](#e26302a030)\n36\n\n[**3.04**](#e26302a031)\n[**Increased Costs**](#e26302a031)\n38\n\n[**3.05**](#e26302a032)\n[**Compensation for Losses**](#e26302a032)\n39\n\n[**3.06**](#e26302a033)\n[**Mitigation Obligations; Replacement of Lenders**](#e26302a033)\n39\n\n[**3.07**](#e26302a034)\n[**Survival**](#e26302a034)\n39\n\n[ARTICLE IV. CONDITIONS PRECEDENT TO EFFECTIVENESS AND BORROWINGS](#e26302a035)\n40\n\n[**4.01**](#e26302a036)\n[**Conditions of Effectiveness**](#e26302a036)\n40\n\n[**4.02**](#e26302a037)\n[**Conditions to Initial Borrowing on the Closing Date**](#e26302a037)\n41\n\n[**4.03**](#e26302a038)\n[**Conditions to Borrowing after the Closing Date**](#e26302a038)\n42\n\n[**4.04**](#e26302a039)\n[**Certain Funds Period**](#e26302a039)\n42\n\ni\n\n[ARTICLE V. REPRESENTATIONS AND WARRANTIES](#e26302a040)\n43\n\n[**5.01**](#e26302a041)\n[**Organization; Powers**](#e26302a041)\n43\n\n[**5.02**](#e26302a042)\n[**Authorization; Enforceability**](#e26302a042)\n43\n\n[**5.03**](#e26302a043)\n[**Governmental Approvals; No Conflicts**](#e26302a043)\n43\n\n[**5.04**](#e26302a044)\n[**Financial Condition; No Material Adverse Change**](#e26302a044)\n43\n\n[**5.05**](#e26302a045)\n[**[Reserved]**](#e26302a045)\n44\n\n[**5.06**](#e26302a046)\n[**Litigation Matters**](#e26302a046)\n44\n\n[**5.07**](#e26302a047)\n[**Compliance with Laws and Agreements**](#e26302a047)\n44\n\n[**5.08**](#e26302a048)\n[**Investment Company Status**](#e26302a048)\n44\n\n[**5.09**](#e26302a049)\n[**Margin Stock**](#e26302a049)\n44\n\n[**5.10**](#e26302a050)\n[**Taxes**](#e26302a050)\n44\n\n[**5.11**](#e26302a051)\n[**ERISA**](#e26302a051)\n44\n\n[**5.12**](#e26302a052)\n[**Disclosure**](#e26302a052)\n45\n\n[**5.13**](#e26302a053)\n[**[Reserved]**](#e26302a053)\n46\n\n[**5.14**](#e26302a054)\n[**Solvency**](#e26302a054)\n46\n\n[**5.15**](#e26302a055)\n[**Anti-Terrorism Laws**](#e26302a055)\n46\n\n[**5.16**](#e26302a056)\n[**Offer**](#e26302a056)\n47\n\n[**5.17**](#e26302a057)\n[**Beneficial Ownership Certification**](#e26302a057)\n47\n\n[ARTICLE VI. AFFIRMATIVE COVENANTS](#e26302a058)\n47\n\n[**6.01**](#e26302a059)\n[**Financial Statements; Ratings Change and Other Information**](#e26302a059)\n47\n\n[**6.02**](#e26302a060)\n[**Notices of Default**](#e26302a060)\n48\n\n[**6.03**](#e26302a061)\n[**Existence; Conduct of Business**](#e26302a061)\n48\n\n[**6.04**](#e26302a062)\n[**Payment of Taxes**](#e26302a062)\n48\n\n[**6.05**](#e26302a063)\n[**[Reserved]**](#e26302a063)\n48\n\n[**6.06**](#e26302a064)\n[**Books and Records; Inspection Rights**](#e26302a064)\n49\n\n[**6.07**](#e26302a065)\n[**[Reserved]**](#e26302a065)\n49\n\n[**6.08**](#e26302a066)\n[**Compliance with Laws and Agreements**](#e26302a066)\n49\n\n[**6.09**](#e26302a067)\n[**Use of Proceeds**](#e26302a067)\n49\n\n[**6.10**](#e26302a068)\n[**The Offer and Related Matters**](#e26302a068)\n49\n\n[**6.11**](#e26302a069)\n[**Beneficial Ownership Regulations**](#e26302a069)\n49\n\n[ARTICLE VII. NEGATIVE COVENANTS](#e26302a070)\n50\n\n[**7.01**](#e26302a071)\n[**Subsidiary Indebtedness**](#e26302a071)\n50\n\n[**7.02**](#e26302a072)\n[**Liens**](#e26302a072)\n51\n\n[**7.03**](#e26302a073)\n[**Fundamental Changes**](#e26302a073)\n52\n\n[**7.04**](#e26302a074)\n[**Use of Proceeds**](#e26302a074)\n52\n\n[**7.05**](#e26302a075)\n[**Financial Covenant**](#e26302a075)\n52\n\n[ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES](#e26302a076)\n52\n\n[**8.01**](#e26302a077)\n[**Events of Default**](#e26302a077)\n52\n\n[**8.02**](#e26302a078)\n[**Remedies Upon Event of Default**](#e26302a078)\n53\n\n[**8.03**](#e26302a079)\n[**Application of Funds**](#e26302a079)\n54\n\nii\n\n[ARTICLE IX. ADMINISTRATIVE AGENT](#e26302a080)\n54\n\n[**9.01**](#e26302a081)\n[**Appointment and Authority**](#e26302a081)\n54\n\n[**9.02**](#e26302a082)\n[**Rights as a Lender**](#e26302a082)\n55\n\n[**9.03**](#e26302a083)\n[**Exculpatory Provisions**](#e26302a083)\n55\n\n[**9.04**](#e26302a084)\n[**Reliance by Administrative Agent**](#e26302a084)\n56\n\n[**9.05**](#e26302a085)\n[**Delegation of Duties**](#e26302a085)\n56\n\n[**9.06**](#e26302a086)\n[**Resignation of Administrative Agent**](#e26302a086)\n57\n\n[**9.07**](#e26302a087)\n[**Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders**](#e26302a087)\n57\n\n[**9.08**](#e26302a088)\n[**No Other Duties, Etc.**](#e26302a088)\n58\n\n[**9.09**](#e26302a089)\n[**Administrative Agent May File Proofs of Claim**](#e26302a089)\n58\n\n[**9.10**](#e26302a090)\n[**[Reserved]**](#e26302a090)\n58\n\n[**9.11**](#e26302a091)\n[**Certain ERISA Matters**](#e26302a091)\n59\n\n[**9.12**](#e26302a092)\n[**Recovery of Erroneous Payments**](#e26302a092)\n59\n\n[ARTICLE X. MISCELLANEOUS](#e26302a093)\n60\n\n[**10.01**](#e26302a094)\n[**Amendments, Etc.**](#e26302a094)\n60\n\n[**10.02**](#e26302a095)\n[**Notices; Effectiveness; Electronic Communication**](#e26302a095)\n61\n\n[**10.03**](#e26302a096)\n[**No Waiver; Cumulative Remedies; Enforcement**](#e26302a096)\n62\n\n[**10.04**](#e26302a097)\n[**Expenses; Indemnity; Damage Waiver**](#e26302a097)\n63\n\n[**10.05**](#e26302a098)\n[**Payments Set Aside**](#e26302a098)\n64\n\n[**10.06**](#e26302a099)\n[**Successors and Assigns**](#e26302a099)\n64\n\n[**10.07**](#e26302a100)\n[**Treatment of Certain Information; Confidentiality**](#e26302a100)\n67\n\n[**10.08**](#e26302a101)\n[**Right of Setoff**](#e26302a101)\n68\n\n[**10.09**](#e26302a102)\n[**Interest Rate Limitation**](#e26302a102)\n69\n\n[**10.10**](#e26302a103)\n[**Integration; Effectiveness**](#e26302a103)\n69\n\n[**10.11**](#e26302a104)\n[**Survival of Representations and Warranties**](#e26302a104)\n69\n\n[**10.12**](#e26302a105)\n[**Severability**](#e26302a105)\n69\n\n[**10.13**](#e26302a106)\n[**Replacement of Lenders**](#e26302a106)\n69\n\n[**10.14**](#e26302a107)\n[**Governing Law; Jurisdiction; Etc.**](#e26302a107)\n70\n\n[**10.15**](#e26302a108)\n[**Waiver of Jury Trial**](#e26302a108)\n71\n\n[**10.16**](#e26302a109)\n[**[Reserved]**](#e26302a109)\n71\n\n[**10.17**](#e26302a110)\n[**No Advisory or Fiduciary Responsibility**](#e26302a110)\n71\n\n[**10.18**](#e26302a111)\n[**Electronic Execution; Electronic Records; Counterparts**](#e26302a111)\n72\n\n[**10.19**](#e26302a112)\n[**USA PATRIOT Act**](#e26302a112)\n72\n\n[**10.20**](#e26302a113)\n[**[Reserved]**](#e26302a113)\n72\n\n[**10.21**](#e26302a114)\n[**ENTIRE AGREEMENT**](#e26302a114)\n73\n\n[**10.22**](#e26302a115)\n[**Acknowledgement and Consent to Bail-In of Affected Financial Institutions**](#e26302a115)\n73\n\n[**10.23**](#e26302a116)\n[**Judgment Currency**](#e26302a116)\n73\n\niii\n\n**SCHEDULES**\n\n2.01Commitments\nand Applicable Percentages\n\n10.02Administrative\nAgent’s Office; Certain Addresses for Notices\n\n**EXHIBITS**\n\nAForm\nof Loan Notice\n\nCForm\nof Note\n\nDForm\nof Compliance Certificate\n\nE-1Assignment\nand Assumption\n\nE-2Form\nof Administrative Questionnaire\n\nI-1Form\nof U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)\n\nI-2Form\nof U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)\n\nI-3Form\nof U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)\n\nI-4Form\nof U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)\n\niv\n\nBRIDGE CREDIT\nAGREEMENT\n\nThis\nBRIDGE CREDIT AGREEMENT (“Agreement”) is entered into\nas of July 16, 2026, among UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”),\neach lender from time to time party hereto (collectively, the “Lenders”\nand individually, a “Lender”), and MORGAN STANLEY\nSENIOR FUNDING, INC., as Administrative Agent.\n\nThe\nBorrower has requested that the Lenders provide a bridge loan credit facility, and the Lenders are willing to do so on the terms and\nconditions set forth herein.\n\nIn\nconsideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:\n\nArticle\nI.\n\nDEFINITIONS AND ACCOUNTING TERMS\n\n**1.01 Defined Terms**. As used in this Agreement, the following terms shall have the meanings set forth\nbelow:\n\n“Acquisition”\nmeans the acquisition by Bidco of the shares of Target pursuant to the Offer.\n\n“Acquisition\nConsideration” means the aggregate amount of cash consideration payable in connection with the Acquisition.\n\n“Administrative\nAgent” means Morgan Stanley (or any of its designated branch offices or affiliates) in its capacity as administrative\nagent under any of the Loan Documents, or any successor administrative agent.\n\n“Administrative\nAgent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,\naccount as set forth on Schedule 10.02 with respect to such currency,\nor such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower\nand the Lenders.\n\n“Administrative\nQuestionnaire” means an Administrative Questionnaire in substantially the form of Exhibit\nE-2 or any other form approved by the Administrative Agent.\n\n“Affected\nFinancial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.\n\n“Affiliate”\nmeans, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or\nis Controlled by or is under common Control with the Person specified.\n\n“Agent\nParties” has the meaning specified in Section 10.02(c).\n\n“Aggregate\nCommitments” means the Commitments of all the Lenders.\n\n“Aggregate\nDebt” means the sum of the following as of the date of determination: (1) the lesser of (a) the then outstanding aggregate\nprincipal amount of the Indebtedness of the Borrower and its Material Subsidiaries incurred after the Effective Date and secured by Liens\nnot permitted under Section 7.02(a) and (b) the fair market value of the assets subject to the Liens referred to in clause (a), as determined\nin good faith by the board of directors of the Borrower and (2) the then outstanding aggregate principal amount of all Subsidiary Debt\nincurred after the Effective Date and not permitted under Section 7.01(b); provided, that any such Subsidiary Debt will be excluded from\nthis clause (2) to the extent that such Subsidiary Debt is included in clause (1) of this definition. For the avoidance of doubt, in\nno event will the amount of Indebtedness (including Guarantees of such Indebtedness) be required to be included in the calculation of\nAggregate Debt more than once despite the fact that more than one Person is liable with respect to such Indebtedness and despite the\nfact that such Indebtedness is secured by the assets of more than one Person.\n\n1\n\n“Agreement”\nmeans this Bridge Credit Agreement.\n\n“Agreement\nCurrency” has the meaning specified in Section 10.23.\n\n“Anti-Boycott\nRegulations” has the meaning specified in Section 1.06(a).\n\n“Anti-Corruption\nLaws” means the FCPA, the U.K. Bribery Act 2010 to the extent applicable, all other applicable anti-corruption laws\nof jurisdictions where the Borrower and its Subsidiaries conduct business, and the rules and regulations (if any) thereunder enforced\nby any governmental agency.\n\n“Anti-Terrorism\nLaws” has the meaning specified in Section 5.15.\n\n“Applicable\nAuthority” means (a) with respect to ESTR, the applicable administrator for ESTR or any Governmental Authority having\njurisdiction over the Administrative Agent or such administrator with respect to its publication of ESTR, in each case acting in such\ncapacity and (b) with respect to EURIBOR, the applicable administrator for EURIBOR or any Governmental Authority having jurisdiction\nover the Administrative Agent or such administrator with respect to its publication of EURIBOR, in each case acting in such capacity.\n\n“Applicable\nLaw” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.\n\n“Applicable\nPercentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of\nthe Aggregate Commitments represented by such Lender’s Commitment and Loans at such time, subject to adjustment as provided in\nSection 2.17 and giving effect to any subsequent assignments and\nto any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender is\nset forth opposite the name of such Lender on Schedule 2.01 or\nin the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.\n\n“Applicable\nRate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:\n\n**Applicable\nRate**\n\n**Pricing\nLevel**\n**Debt\nRatings\nS&P/Moody’s/Fitch**\n**Commitment\nFee**\n**EURIBOR\nLoans\nand ESTR Loans**\n\n1\n≥\nA+/A1/A+\n0.05%\n0.55%\n\n2\nA/A2/A\n0.06%\n0.625%\n\n3\nA-/A3/A-\n0.07%\n0.75%\n\n4\nBBB+/Baa1/BBB+\n0.08%\n0.875%\n\n5\nBBB/Baa2/BBB\n0.10%\n1.00%\n\n6\n≤\nBBB-/Baa3/BBB-\n0.15%\n1.25%\n\nThe\nApplicable Rate set forth above for EURIBOR Loans and ESTR Loans shall be increased by an additional [****] on the (i) 90th day after\nthe Closing Date, (ii) 180th day after the Closing Date and (iii) 270th day after the Closing Date.\n\nInitially,\nthe Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section\n4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating\nshall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding\nthe effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if one of such rating\nagencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good\nfaith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending\nthe effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior\nto such change or cessation.\n\n2\n\n“Applicable\nTime” means, with respect to any Borrowings and payments in Euros, the local time in the place of settlement for Euros\nas may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal\nbanking procedures in the place of payment.\n\n“Approved\nFund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity\nor an Affiliate of an entity that administers or manages a Lender.\n\n“Arrangers”\nmeans Morgan Stanley Senior Funding, Inc., BofA Securities, Inc. and Deutsche Bank Securities Inc., each in their respective capacities\nas joint lead arranger and joint bookrunner.\n\n“Asset\nSale” means the sale or other disposition of assets by the Borrower or any Subsidiary outside the ordinary course of\nbusiness (as determined in good faith by the Borrower), including issuances of Equity Interests by the Borrower’s Subsidiaries\n(excluding (A) asset sales or other dispositions (including issuances of Equity Interests by the Borrower’s Subsidiaries) between\nor among the Borrower and its Subsidiaries, (B) the sale, exchange or other disposition of accounts receivable in connection with the\ncompromise, settlement or collection thereof or a receivables securitization program or other customary receivables financings with respect\nthereto, (C) asset sales and other dispositions of margin stock (within the meaning of Regulation U issued by the FRB), including in\nconnection with the settlement or repurchase of exchangeable notes issued by the Borrower, (D) issuance of Equity Interests by subsidiaries\nformed for the purpose of financing projects, construction or the acquisition, development or improvement of real property, and (E) asset\nsales and other dispositions (including issuance of Equity Interests by the Borrower’s Subsidiaries), the Net Cash Proceeds of\nwhich do not exceed $1,000,000,000 in any single transaction or related series of transactions or $2,000,000,000 in the aggregate (and\nonly any amount in excess of such threshold amounts shall constitute Net Cash Proceeds)).\n\n“Assignment\nand Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent\nof any party whose consent is required by Section 10.06(b)), and\naccepted by the Administrative Agent, in substantially the form of Exhibit\nE-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative\nAgent.\n\n“Availability\nEnd Date” means the first to occur of: (i) receipt by the Administrative Agent of written notice of termination of this\nAgreement from the Borrower, (ii) the consummation of all components of the Acquisition (including the repurchase, redemption or other\nrepayment of all outstanding Convertible Notes of the Target, and all fundings under this Agreement to be made in connection therewith,\nwhether or not funded on the Closing Date) pursuant to the Business Combination Agreement, (iii) the abandonment (upon written notification\nby the Borrower to the Administrative Agent) or termination (in writing in accordance with its terms) by the Borrower of the Business\nCombination Agreement, (iv) the date that is five Business Days after the Long Stop Date unless the Closing Date has occurred on or before\nsuch date, and (v) the date that is 20 months after the Effective Date (as defined in the Business Combination Agreement), unless the\nClosing Date has occurred on or before such date.\n\n“Availability\nPeriod” means the period from and including the Effective Date to the earlier of (a) the Availability End Date and (b)\nthe date of termination of all of the Aggregate Commitments pursuant to Section\n2.06 or Section 2.05.\n\n“BaFin”\nmeans the German Federal Supervisory Authority for Financial Services (*Bundesanstalt\nfür Finanzdienstleistungsaufsicht*).\n\n“Bail-In\nAction” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect\nof any liability of an Affected Financial Institution.\n\n“Bail-In\nLegislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the\nEuropean Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member\nCountry from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part\nI of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United\nKingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates\n(other than through liquidation, administration or other insolvency proceedings).\n\n3\n\n“Bank\nCharge” means (a) any amount payable by any Lender, the Administrative Agent, or any of their Affiliates on the basis\nof, or in relation to, its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital\nor any combination thereof (including, without limitation, the United Kingdom bank levy as set out in Schedule 19 to the Finance Act\n2011 and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities taxes\n(or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February\n2011 which has been enacted and which has been formally announced as proposed as at the date of this Agreement) and (b) any bank surcharge\nor banking corporation tax surcharge as set out in the Finance (No. 2) Act 2015 and any other surcharge or tax of a similar nature implemented\nin any other jurisdiction.\n\n“Beneficial\nOwnership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.\n\n“Beneficial\nOwnership Regulation” means 31 C.F.R. § 1010.230.\n\n“Benefit\nPlan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,\n(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of\nERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee\nbenefit plan” or “plan”.\n\n“Bidco”\nmeans Uber International Technologies II Corporation, a Delaware corporation and a wholly-owned Subsidiary of the Borrower.\n\n“Borrower”\nhas the meaning specified in the introductory paragraph hereto.\n\n“Borrower\nMaterials” means all written information and other written materials provided by the Borrower to the Administrative\nAgent or any Lender pursuant to or in connection with this Agreement, including materials posted to the Platform.\n\n“Borrowing”\nmeans a borrowing consisting of simultaneous Loans of the same Type, in the same currency, and, in the case of EURIBOR Loans, having\nthe same Interest Period made by each of the Lenders on each Funding Date pursuant to Section 2.01.\n\n“Business\nCombination Agreement” means the business combination agreement to be entered into between Bidco, the Borrower and the\nTarget in connection with the Acquisition on or about the Effective Date.\n\n“Business\nDay” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under\nthe Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located (or, solely for the purpose\nof Section 2.01, on which commercial banks are authorized to close,\nor are in fact closed, in Frankfurt am Main, Germany); provided that if such day relates to any interest rate settings as to a EURIBOR\nLoan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such EURIBOR Loan, or any other\ndealings in Euro to be carried out pursuant to this Agreement in respect of any such EURIBOR Loan, means a Business Day that is also\na TARGET Day.\n\n“Capital\nLease” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as\na capital lease or financing lease.\n\n“Capital\nLease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of\n(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required\nto be classified and accounted for as capital leases or financing leases (and, for the avoidance of doubt, not as an operating lease)\non both the balance sheet and statements of operations of such Person under GAAP, and the amount of such obligations shall be the amount\nrequired to be reflected as a liability on a balance sheet of such Person determined in accordance with GAAP; *provided\nthat*, for the avoidance of doubt, any obligations relating to a lease that was accounted for by such Person as an operating\nlease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations\nrelating to an operating lease and not as Capital Lease Obligations.\n\n4\n\n“Cash\nConfirmation Agreement” means that certain Cash Confirmation Agreement, dated as of the date hereof, between the Borrower\nand Morgan Stanley Europe SE.\n\n“Certain\nFunds Period” means the period from and including the Effective Date and ending on the date upon which all of the Commitments\nhave been funded or terminated in accordance with the terms hereof.\n\n“Change\nin Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of\nany law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,\nimplementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or\ndirective (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and\nall requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all\nrequests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision\n(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall\nin each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.\n\n“Change\nof Control” means: the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the\nExchange Act, proxy, vote, written notice or otherwise) that any “person” or “group” (as such terms are used\nin Sections 13(d) and 14(d) of the Exchange Act), is or has become the “beneficial owner” (as such term is used in Rules\n13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower; *provided*,\n*however*, that for purposes of this clause (1) such person\nor group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire,\nwhether such right is exercisable immediately or only after the passage of time, directly or indirectly; and *provided*,\n*further*, that a transaction will not be deemed to involve a Change\nof Control under this clause (1) if (a) the Borrower becomes a direct or indirect wholly owned subsidiary of another Person, and\n(b)(i) the direct or indirect holders of the Voting Stock of such Person immediately following that transaction are substantially the\nsame as the holders of the Borrower’s Voting Stock immediately prior to that transaction or (ii) immediately following that\ntransaction no “person” or “group” (other than a Person satisfying the requirements of this sentence) is the\nbeneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.\n\n“Closing\nDate” means the Business Day during the Availability Period on which (a) all the conditions precedent in Section\n4.02 are satisfied or waived in accordance with Section 10.01\nand (b) the first Funding Date occurs.\n\n“CME”\nmeans CME Group Benchmark Administration Limited.\n\n“Code”\nmeans the U.S. Internal Revenue Code of 1986, as amended from time to time.\n\n“Commitment”\nmeans, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section\n2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule\n2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount\nmay be adjusted from time to time in accordance with this Agreement.\n\n“Commitment\nTermination Date” has the meaning specified in Section 2.09(a).\n\n“Communication”\nmeans this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,\ndisclosure or authorization related to any Loan Document.\n\n5\n\n“Conforming\nChanges” means, with respect to the use, administration of or any conventions associated with EURIBOR or any proposed\nSuccessor Rate for Dollars or Euros, as applicable, any conforming changes to the definitions of “ESTR”, “EURIBOR”\nand “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative\nor operational matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests\nor prepayment, conversion or continuation notices and length of lookback periods and the day basis for calculating interest for the applicable\ncurrency) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable\nrate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice\nfor such currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively\nfeasible or that no market practice for the administration of such rate for such currency exists, in such other manner of administration\nas the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other\nLoan Document).\n\n“Connection\nIncome Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that\nare franchise Taxes or branch profits Taxes.\n\n“Consolidated\nAdjusted EBITDA” means, for any period, Consolidated Net Income for such period *plus*,\nwithout duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum\nof (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions,\ndiscounts and other fees and charges associated with Indebtedness, plus expenses associated with the equity component of, and any mark-to-market\nlosses with respect to, Convertible Notes, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but\nnot limited to, goodwill), (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash stock option and\nother equity-based compensation expenses and payroll tax expense related to stock option and other equity-based compensation expenses,\n(g) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any of its Subsidiaries for such period, including\nany write-down of intangibles (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes\nan accrual of, or a reserve for, cash charges for any future period), including, for the avoidance of doubt, non-cash foreign currency\ntranslation losses and any unrealized losses in respect of Swap Contracts (including non-cash losses related to currency remeasurement\nof Indebtedness); *provided, however* that cash payments made in\nsuch period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss\nincurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period) shall\nbe subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA in the period when such payments are made, (h)\ntransition, integration and similar fees, charges and expenses related to acquisitions or dispositions, (i) restructuring charges or\nreserves including write-downs and write-offs, including any one-time costs incurred in connection with acquisitions or dispositions\nand costs related to the closure, consolidation and integration of facilities, information technology infrastructure and legal entities,\nand severance and retention bonuses; (j) the amount of cost savings and synergies projected by the Borrower in good faith to be realized\nas a result of an acquisition not prohibited hereunder, in each case within the four consecutive fiscal quarters following the consummation\nof such acquisition (or following the consummation of the squeeze-out merger in the case of an acquisition structured as a two-step transaction),\ncalculated as though such cost savings and synergies had been realized on the first day of such period and net of the amount of actual\nbenefits received during such period from such acquisition; *provided*\nthat (i) a duly completed certificate signed by a Responsible Officer or a Financial Officer shall be delivered to the Administrative\nAgent certifying that such cost savings and synergies are reasonably expected and factually supportable in the good faith judgment of\nthe Borrower and (ii) no cost savings or synergies shall be added pursuant to this clause (j) to the extent duplicative of any expenses\nor charges otherwise added to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period (*provided*that notwithstanding anything to the contrary, the amount that may be added back pursuant to clauses (h), (i), (j) and (l)\nmay not in the aggregate for any four fiscal quarter period exceed 15% of Consolidated Adjusted EBITDA for such period (determined without\ngiving effect to any such adjustment pursuant to such clauses (h), (i), (j) and (l))), (k) costs, expenses, settlements and charges related\nto, arising out of or made in connection with legal proceedings and regulatory matters (*provided*that the amount that may be added back pursuant to this clause (k) may not in the aggregate for any four fiscal quarter period\nexceed 15% of Consolidated Adjusted EBITDA for such period (determined without giving effect to any such adjustment pursuant to this\nclause (k))), (l) costs, fees, charges and losses in respect of discontinued operations, (m) adjustments relating to purchase price\nallocation accounting, and (n) fees and expenses directly related to the Transactions, the incurrence of any Indebtedness permitted hereunder,\nthe offering of any Equity Interests by the Borrower and any acquisition or disposition transactions, *minus*,\nto the extent included in the statement of such Consolidated Net Income for such period (and without duplication), the sum of (a) interest\nincome, (b) any extraordinary income or gains determined in accordance with GAAP, and (c) any other non-cash income (excluding any items\nthat represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in\nthe parenthetical to clause (g) above), including for the avoidance of doubt non-cash foreign currency translation gains (including non-cash\ngains related to currency remeasurement of Indebtedness), mark-to-market gains in respect of Convertible Notes and unrealized gains in\nrespect of Swap Contracts, all as determined on a consolidated basis.\n\n6\n\nConsolidated\nAdjusted EBITDA shall be calculated after giving effect on a pro forma basis for the applicable Measurement Period to any asset sales\nor other dispositions or acquisitions, investments, mergers, consolidations and discontinued operations (as determined in accordance\nwith GAAP) by Borrower and its Subsidiaries (1) that have occurred during such Measurement Period or at any time subsequent to the last\nday of such Measurement Period and on or prior to the date of the transaction in respect of which Consolidated Adjusted EBITDA is being\ndetermined and (2) that the Borrower determines in good faith are outside the ordinary course of business, in each case as if such asset\nsale or other disposition or acquisition, investment, merger, consolidation or disposed operation occurred on the first day of such Measurement\nPeriod. For purposes of this definition, pro forma calculations shall be made in accordance with Article 11 of Regulation S-X under the\nSecurities Act; provided that the Borrower shall not be required to give pro forma effect to any transaction that it does not in good\nfaith deem material. Such pro forma calculations shall be made in good faith by a Financial Officer of the Borrower.\n\n“Consolidated\nInterest Expense” means the total interest expense of the Borrower and its Subsidiaries for such period as determined\non a consolidated basis in accordance with GAAP.\n\n“Consolidated\nNet Income” means, for any period, the net income or loss of the Borrower and its Subsidiaries for such period, determined\non a consolidated basis in conformity with GAAP.\n\n“Consolidated\nSubsidiaries” means, as of any date of determination and with respect to any Person, those Subsidiaries of that Person\nwhose financial data is, in accordance with GAAP, reflected in that Person’s consolidated financial statements.\n\n“Consolidated\nTotal Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries\ncalculated in accordance with GAAP as of the end of the most recent fiscal quarter for which financial statements are available (giving\npro forma effect to any acquisition or disposition of asset or other property of the Borrower or any of its Subsidiaries that has occurred\nsince the end of such fiscal quarter as if such acquisition or disposition had occurred on the last day of such fiscal quarter); provided\nthat no pro forma effect shall be given to any acquisition or disposition (or series of related acquisitions or dispositions) with aggregate\nconsideration of less than $1,000,000,000.\n\n“Control”\nmeans the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,\nwhether through the ability to exercise voting power, by contract or otherwise. “Controlling”\nand “Controlled” have meanings correlative thereto.\n\n“Convertible\nNotes” means debt securities or Indebtedness that are convertible into or exchangeable for any combination of Equity\nInterests and/or cash.\n\n“CPRA”\nhas the meaning specified in Section 10.07.\n\n“Debt\nIssuance” means the incurrence of Indebtedness for borrowed money by the Borrower or any of its Subsidiaries (excluding\n(i) Indebtedness owed among the Borrower and its Subsidiaries, (ii) borrowings under the Existing Credit Agreement and any refinancing\nthereof in an amount not to exceed $8,000,000,000 in the aggregate, (iii) any ordinary course working capital facilities, cash management,\nletter of credit, factoring, surety bonds, local credit facilities or lines of credit of Foreign Subsidiaries or overdraft facilities,\n(iv) issuances of commercial paper and refinancings thereof, (v) purchase money indebtedness or equipment financing incurred in the ordinary\ncourse of business, (vi) issuances of Convertible Notes in an aggregate amount not to exceed $2,500,000,000, (vii) capital leases incurred\nin the ordinary course of business, (viii) indebtedness incurred in connection with leases, receivables securitization programs and other\ncustomary receivables financings, (ix) other Indebtedness to the extent the Net Cash Proceeds of which are utilized or to be utilized\nto refinance any Indebtedness for borrowed money of any of the Borrower and its Subsidiaries to the extent the issuance or incurrence\nof such Indebtedness occurs within 15 months of the maturity of the applicable Indebtedness being refinanced and pay any fees or other\namounts in respect thereof (including any prepayment or redemption premiums and accrued interest thereon), (x) Indebtedness incurred\nto finance projects, construction or the acquisition, development or improvement of real property, (xi) any Qualifying Bank Facility\nthat reduces the Commitments pursuant to Section 2.06(b)(iv) and\n(xii) other Indebtedness for borrowed money that, when taken together with all Equity Issuances pursuant to clause (E) of the definition\nthereof, do not exceed an outstanding principal amount of $4,000,000,000 in the aggregate).\n\n7\n\n“Debt\nRating” means, as of any date of determination, the rating as determined by S&P, Moody’s or Fitch (collectively,\nthe “Debt Ratings”) of the Borrower’s non-credit-enhanced,\nsenior unsecured long-term debt; provided that if at any time\nthere is a split in the Debt Ratings issued by the three rating agencies (with the Debt Rating for Level 1 being the highest and the\nRating for Level 6 being the lowest), and (i) if only one of the rating agencies shall have in effect a Debt Rating, then such Debt Rating\nshall apply; (ii) if only two rating agencies shall have in effect a Debt Rating, and such Debt Ratings differ by one level, then the\nLevel for the higher of the two Debt Ratings shall apply; (iii) if only two rating agencies shall have in effect a Debt Rating, and there\nis a split in Debt Ratings of such rating agencies of more than one level, then the Level that is one Level lower than the higher of\nthe two Debt Ratings shall apply; (iv) if three rating agencies shall have in effect a Debt Rating, and any two or three of the Debt\nRatings are the same, then the Level shall be determined by reference to such Debt Ratings; and (v) if three rating agencies shall have\nin effect a Debt Rating and each Debt Rating is in a different Level, the Level that is the middle of the three ratings shall apply.\nIf the Borrower does not have any Rating, Pricing Level 6 shall apply.\n\n“Debtor\nRelief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,\nassignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief\nLaws of the United States or other applicable jurisdictions from time to time in effect.\n\n“Default”\nmeans any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,\nwould be an Event of Default.\n\n“Default\nRate” means, when used with respect to Obligations, an interest rate equal to (i) ESTR plus (ii) the Applicable Rate, if any, applicable to ESTR Loans plus (iii) 2% per annum; provided, however,\nthat with respect to a EURIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable\nRate) otherwise applicable to such Loan plus 2% per annum.\n\n“Defaulting\nLender” means, subject to Section 2.17(b),\nany Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were\nrequired to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure\nis the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions\nprecedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or\n(ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business\nDays of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply\nwith its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement\nrelates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s\ndetermination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be\nspecifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after\nwritten request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that\nit will comply with its prospective funding obligations hereunder (provided that\nsuch Lender shall cease to be a Defaulting Lender pursuant to this clause\n(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct\nor indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a\nreceiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with\nreorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or\nfederal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that\na Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or\nany direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or\nprovide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or\nwrits of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm\nany contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting\nLender under any one or more of clauses (a) through (d)\nabove, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be\ndeemed to be a Defaulting Lender (subject to Section 2.17(b))\nas of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered\nby the Administrative Agent to the Borrower and each Lender promptly following such determination.\n\n8\n\n“Dollar”\nand “$” mean lawful money of the United States.\n\n“Dollar\nEquivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars,\nsuch amount, and (b) if such amount is expressed in Euros, the equivalent of such amount in Dollars determined by using the rate of exchange\nfor the purchase of Dollars with Euros last provided (either by publication or otherwise provided to the Administrative Agent) by the\napplicable Bloomberg or Reuters source (or such other publicly available source for displaying exchange rates) on the date that is two\n(2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such\nrate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination\nit deems appropriate in its sole discretion). Any determination by the Administrative Agent pursuant to clause (b) above shall be conclusive\nabsent manifest error.\n\n“Domestic\nSubsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District\nof Columbia.\n\n“Duration\nFee” has the meaning specified in Section 2.09(c).\n\n“EEA\nFinancial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which\nis subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of\nan institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which\nis a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with\nits parent.\n\n“EEA\nMember Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.\n\n“EEA\nResolution Authority” means any public administrative authority or any person entrusted with public administrative authority\nof any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.\n\n“Effective\nDate” means the first date all the conditions precedent in Section\n4.01 are satisfied or waived in accordance with Section 10.01.\n\n“Electronic\nCopy” shall have the meaning specified in Section 10.18.\n\n“Electronic\nRecord” and “Electronic Signature”\nshall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.\n\n“Eligible\nAssignee” means any Person that meets the requirements to be an assignee under Section\n10.06(b)(iii), and (v) (subject to such consents, if\nany, as may be required under Section 10.06(b)(iii)).\n\n“Environmental\nLaws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,\norders, decrees, permits, concessions, grants, franchises, licenses or governmental restrictions relating to pollution and the protection\nof the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air\nemissions and discharges to waste or public systems.\n\n9\n\n“Environmental\nLiability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental\nremediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental\nLaw, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any\nHazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement\nor other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.\n\n“Equity\nInterests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests\nin) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock\nof (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital\nstock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from\nsuch Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,\nmember or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests\nare outstanding on any date of determination; provided that Equity Interests shall not include any Convertible Notes.\n\n“Equity\nIssuance” means the issuance of any Equity Interests by the Borrower (excluding (A) issuances pursuant to employee\nstock plans or other benefit or employee incentive arrangements, any non-employee director compensation plan or pursuant to the exercise\nor vesting of any employee or director stock options, restricted stock, warrants or other equity awards or pursuant to dividend reinvestment\nprograms, (B) issuances to the Borrower or any of its Subsidiaries, (C) issuances as consideration for any acquisition, (D) issuances\nof Equity Interests upon the conversion, exchange, repurchase or other settlement of any Convertible Notes or any related warrants or\nother equity derivatives and (E) other issuances generating Net Cash Proceeds that, when taken together with all Debt Issuances pursuant\nto clause (ix) of the definition thereof, do not exceed $4,000,000,000 in the aggregate).\n\n“ERISA”\nmeans the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.\n\n“ERISA\nAffiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the\nmeaning 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\n412 of the Code).\n\n“ERISA\nEvent” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower, any\nSignificant Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity\nwas a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated\nas such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower, any Significant Subsidiary\nor any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of\nintent to terminate a Pension Plan, or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA;\n(e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds\nunder Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the\ndetermination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections\n430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA,\nother than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower, any Significant Subsidiary or any\nERISA Affiliate; or (i) a failure by the Borrower, any Significant Subsidiary or any ERISA Affiliate to meet all applicable requirements\nunder the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower, any Significant\nSubsidiary or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.\n\n“ESTR”\nmeans a rate per annum equal to the Euro Short Term Rate as administered by the European Central Bank (or any other person which takes\nover the administration of that rate) published by the European Central Bank (or any other person which takes over publication of that\nrate).\n\n10\n\n“ESTR\nLoan” means a Loan that bears interest based on ESTR.\n\n“EU\nBail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or\nany successor person), as in effect from time to time.\n\n“EURIBOR”\nmeans, for any Interest Period, with respect to any Borrowing denominated in Euros, the rate per annum equal to the Euro Interbank Offered\nRate as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may\nbe designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest\nPeriod with a term equivalent to such Interest Period; provided,\nthat, if EURIBOR shall be less than zero, such rate shall be deemed\nzero for purposes of this Agreement.\n\n“EURIBOR\nLoan” means a Loan that bears interest at a rate based on the definition of “EURIBOR.”\n\n“Euro”\nand “€” mean the single currency of the Participating\nMember States.\n\n“Euro\nEquivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Euros, such\namount and (b) if such amount is expressed in Dollars or such currency other than Euros, the equivalent of such amount in Euros determined\neither (i) by using the rate of exchange for the purchase of Euros with Dollars or such other currency last provided (either by publication\nor otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately\npreceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase\nof Euros with Dollars or such other currency, as provided by such other publicly available information service which provides that rate\nof exchange at such time in place of the applicable Reuters source chosen by the Administrative Agent in its reasonable discretion, consistent\nwith then-prevailing market practice (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent\nof such amount as determined by the Administrative Agent using any method of determination it deems appropriate in its reasonable discretion,\nconsistent with then-prevailing market practice) or (ii) using any method of determination mutually agreed by the Borrower and the Administrative\nAgent their reasonable discretion that is consistent with then-prevailing market practice.\n\n“Event\nof Default” has the meaning specified in Section 8.01.\n\n“Excluded\nSubsidiary” means any of (a) any captive insurance Subsidiary, (b) any Subsidiary for which the primary purpose is to\nfinance the purchase of motor vehicles, (c) any Subsidiary of the Subsidiaries described in clauses (a) and (b) of this definition and\n(d) each Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries described in clauses\n(a), (b) and (c) of this definition.\n\n“Excluded\nTaxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted\nfrom a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits\nTaxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or,\nin the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or\n(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\nthe 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\nwhich (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower\nunder Section 3.06(b)) or (ii) such Lender changes its Lending\nOffice, except in each case to the extent that, pursuant to Section 3.01(b),\namounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party\nhereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to\ncomply with Section 3.01(g), (d) any withholding Taxes imposed\nunder FATCA and (e) any Bank Charge.\n\n“Executive\nOrder” has the meaning specified in Section 5.15.\n\n11\n\n“Existing\nCredit Agreement” means that certain Credit Agreement, dated as of September 26, 2024, among the Borrower, Bank of America,\nN.A., as administrative agent and letter of credit issuer, the other letter of credit issuers party thereto, and the other lenders party\nthereto.\n\n“FASB\nASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.\n\n“FATCA”\nmeans Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively\ncomparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any\nagreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted\npursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the\nCode.\n\n“FCPA”\nmeans the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended.\n\n“Federal\nFunds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such\nday’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York\nshall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank\nof New York as the federal funds effective rate; provided that\nif 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.\n\n“Fee\nLetter” means that certain Fee and Syndication Letter, dated as of the Effective Date, between the Borrower and each\nof the Administrative Agent and the Arrangers.\n\n“Final\nSettlement Date” means the date on which all payments to be made by Bidco in connection with the Offer to settle acceptances\nduring the Initial Acceptance Period pursuant to Section 16(1) of the German Takeover Code and the Subsequent Acceptance Period pursuant\nto Section 16(2) of the German Takeover Code have been made.\n\n“Financial\nOfficer” means any of the chief financial officer, principal accounting officer, vice president of finance, vice president\nof corporate development, treasurer or corporate controller or most senior financial officer of the Borrower.\n\n“Fitch”\nmeans Fitch Ratings Ltd., and any successor thereto.\n\n“Foreign\nLender” means a Lender that is not a U.S. Person. For purposes of this definition, the United States, each State thereof\nand the District of Columbia shall be deemed to constitute a single jurisdiction.\n\n“Foreign\nSubsidiary” means any Subsidiary of the Borrower that is not a Domestic Subsidiary.\n\n“FRB”\nmeans the Board of Governors of the Federal Reserve System of the United States.\n\n“Fund”\nmeans any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in\ncommercial loans and similar extensions of credit in the ordinary course of its activities.\n\n“Funding\nDate” has the meaning specified in Section 2.01.\n\n“Funding\nFee” has the meaning specified in Section 2.09(d).\n\n“GAAP”\nmeans generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles\nBoard and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards\nBoard or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are\napplicable to the circumstances as of the date of determination, consistently applied.\n\n12\n\n“German\nTakeover Code” means the German Securities Acquisition and Takeover Code (*Wertpapiererwerbs-\nund Übernahmegesetz*).\n\n“Governmental\nAuthority” means the government of the United States or any other nation, or of any political subdivision thereof, whether\nstate or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,\nlegislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial\nConduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central\nBank).\n\n“Guarantee”\nmeans, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing\nany Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether\ndirectly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply\nfunds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services\nfor the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness\nor other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level\nof income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv)\nentered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment\nor performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets\nof such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation\nis assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount\nof any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion\nthereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in\nrespect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding\nmeaning.\n\n“Hazardous\nMaterials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or\nother pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,\nper- and polyfluoroalkyl substances, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated\npursuant to any Environmental Law.\n\n“Historic\nESTR” means, for any date of determination, the most recent ESTR for a day which is no more than five (5) Business Days\nbefore such date of determination.\n\n“Indebtedness”\nof any specified Person means any obligation for borrowed money.\n\nFor\nthe avoidance of doubt, Indebtedness with respect to any Person only includes indebtedness for the repayment of money provided to such\nPerson, and does not include any other kind of indebtedness or obligation notwithstanding that such other indebtedness or obligation\nmay be evidenced by a note, bond, debenture or other similar instrument, may be in the nature of a financing transaction, or may be an\nobligation that under GAAP is classified as “debt” or another type of liability, whether required to be reflected on the\nbalance sheet of such Person or otherwise. For the further avoidance of doubt, the inclusion of specific obligations under Section 7.01(b)\nshall not create any implication that any such obligations constitute Indebtedness.\n\n“Indemnified\nTaxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of\nany obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.\n\n“Indemnitees”\nhas the meaning specified in Section 10.04(b).\n\n“Information”\nhas the meaning specified in Section 10.07.\n\n13\n\n“Interest\nPayment Date” means, (a) as to any ESTR Loan, the last Business Day of each March, June, September and December and\nthe Maturity Date and (b) as to any EURIBOR Loan, the last Business Day of the Interest Period applicable to such EURIBOR Loan and the\nMaturity Date; provided, however,\nthat if any Interest Period for a EURIBOR Loan exceeds three months, the respective dates that fall every three months after the beginning\nof such Interest Period shall be Interest Payment Dates.\n\n“Interest\nPeriod” means as to each EURIBOR Loan, the period commencing on the date such EURIBOR Loan is disbursed or converted\nto or continued as a EURIBOR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability),\nas selected by the Borrower in its Loan Notice; provided that:\n\n(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business\nDay unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business\nDay;\n\n(ii) 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\nday 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\nsuch Interest Period; and\n\n(iii) no Interest Period shall extend beyond the Maturity Date.\n\n“IRS”\nmeans the United States Internal Revenue Service.\n\n“Joint\nVenture” means, with respect to any Person, any partnership, corporation or other entity in which up to and including\n50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its subsidiaries.\n\n“Judgment\nCurrency” has the meaning specified in Section 10.23.\n\n“Laws”\nmeans, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,\ncodes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental\nAuthority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed\nduties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not\nhaving the force of law.\n\n“Lender”\nhas the meaning specified in the introductory paragraph hereto.\n\n“Lending\nOffice” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative\nQuestionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which\noffice may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context\notherwise requires each reference to a Lender shall include its applicable Lending Office.\n\n“Lien”\nmeans any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance\non title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement\nin the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement,\nand any financing lease having substantially the same economic effect as any of the foregoing).\n\n“Loan”\nhas the meaning specified in Section 2.01.\n\n“Loan\nDocuments” means this Agreement, including schedules and exhibits hereto, each Note, each Assignment and Assumption,\nthe Fee Letter and any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any other\nLoan Document.\n\n“Loan\nNotice” means a notice of (a) a Borrowing or (b) a continuation of EURIBOR Loans, pursuant to Section\n2.02(a), which shall be substantially in the form of Exhibit\nA or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or\nelectronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a\nResponsible Officer or a Financial Officer of the Borrower.\n\n14\n\n“Long\nStop Date” has the meaning given to the term “Long-Stop Date” in the Business Combination Agreement.\n\n“Major\nEvent of Default” means any Event of Default under (a) Section 8.01(a) (Non-Payment), (b) Section 8.01(f) (Insolvency\nProceedings, Etc.) (but solely with respect to the Borrower), (c) Section 8.01(b) (Specific Covenants), but only to the extent relating\nto a breach of clause (a) or (b) of Section 6.10 (The Offer and Related Matters) and (d) Section 8.01(d) (Representations and Warranties),\nbut only to the extent relating to a breach of any Major Representation.\n\n“Major\nRepresentations” means the representations and warranties of the Borrower contained in Section 5.01 (Organization; Powers),\nbut solely with respect to the Borrower, Section 5.02 (Authorization; Enforceability) and Section 5.16 (Offer).\n\n“Material\nAdverse Effect” means a material adverse effect on (A) the business, property, financial condition or results of operations\nof the Borrower and its Subsidiaries, taken as a whole or (B) the rights of or remedies available to the Administrative Agent or any\nLender under this Agreement (other than due to the action or inaction of the Administrative Agent or the Lenders).\n\n“Material\nSubsidiary” means any Subsidiary of the Borrower (other than any Excluded Subsidiary) that generates on an individual\nbasis more than 10% of the consolidated operating income of the Borrower and its Subsidiaries before depreciation and amortization for\nthe eight most recently ended consecutive fiscal quarters. For the avoidance of doubt, any Subsidiary that has generated operating loss\nbefore depreciation and amortization for the eight most recently ended consecutive fiscal quarters shall not be deemed a Material Subsidiary.\n\n“Maturity\nDate” means the date that is 364 days after the Closing Date; provided,\nhowever, that if such date is not a Business Day, the Maturity\nDate shall be the next preceding Business Day.\n\n“Maximum\nRate” has the meaning specified in Section 10.09.\n\n“Measurement\nPeriod” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower for which\nfinancial statements have been or are required to have been filed with the SEC.\n\n“Moody’s”\nmeans Moody’s Investors Service, Inc. and any successor thereto.\n\n“Morgan\nStanley” means Morgan Stanley Senior Funding, Inc. and its successors.\n\n“MS\nGroup” has the meaning specified in Section 9.03(e).\n\n“Multiemployer\nPlan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower,\nany Significant Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years,\nhas made or been obligated to make contributions.\n\n“Multiple\nEmployer Plan” means a Plan which has two or more contributing sponsors (including the Borrower, any Significant Subsidiary\nor any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.\n\n15\n\n“Net\nCash Proceeds” means:\n\n(a) with\nrespect to any sale or other disposition of assets outside the ordinary course of business by the Borrower or any of its Subsidiaries,\nthe excess, if any, of (i) the cash received in connection therewith (including any cash received by way of deferred payment pursuant\nto, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) payments made to\nretire any indebtedness that is secured by such asset and that is required to be repaid in connection with the sale thereof, (B) the\nfees and expenses incurred by the Borrower and its Subsidiaries in connection therewith, (C) taxes paid or reasonably estimated to be\npayable by the Borrower and its Subsidiaries in connection with such transaction, (D) the funded escrow established pursuant to the documents\ngoverning such dispositions to secure indemnification and purchase price adjustments; provided that any amounts released from escrow\nshall constitute Net Cash Proceeds; and (E) the amount of reserves established by the Borrower and its Subsidiaries in good faith and\npursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with\nGAAP; provided that if the amount of such reserves exceeds the\namounts charged against such reserves, then such excess, upon the determination thereof, shall then constitute Net Cash Proceeds; provided,\nfurther, that if no Event of Default exists and the Borrower shall\ndeliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following\nreceipt of any such proceeds setting forth the Borrower’s intention to use any portion of such proceeds in assets or operations\nuseful in the business of the Borrower and its Subsidiaries, or to acquire Equity Interests in, or all or substantially all the assets\nof (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person within\nthe Reinvestment Period, such portion of such proceeds shall not constitute Net Cash Proceeds except to the extent not, within the Reinvestment\nPeriod, so used;\n\n(b)\nwith respect to incurrence of Indebtedness for borrowed money by the Borrower or any of its\nSubsidiaries, the excess, if any, of (i) cash received by the Borrower and its Subsidiaries in connection with such incurrence, issuance,\noffering or placement over (ii) the sum of (A) payments made to retire any indebtedness that is required to be repaid in connection with\nsuch issuance, offering or placement (other than the Loans) and (B) the underwriting discounts and commissions and other fees and expenses\nincurred by the Borrower and its Subsidiaries in connection with such incurrence, issuance, offering or placement; and\n\n(c) with\nrespect to the issuance of any Equity Interests by the Borrower, the excess of (i) the cash received by the Borrower in connection with\nsuch issuance over (ii) the underwriting discounts and commissions and other fees and expenses incurred by the Borrower and its Subsidiaries\nin connection with such issuance.\n\n“Non-Consenting\nLender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of\nall Lenders or all affected Lenders in accordance with the terms of Section\n10.01 and (b) has been approved by the Required Lenders.\n\n“Non-Defaulting\nLender” means, at any time, each Lender that is not a Defaulting Lender at such time.\n\n“Note”\nmeans a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of\nExhibit C.\n\n“Obligations”\nmeans all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or\notherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due\nor to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against\nthe Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,\nregardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include\n(a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by the Borrower under\nany Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Administrative\nAgent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.\n\n“OFAC”\nmeans the Office of Foreign Assets Control of the United States Department of the Treasury.\n\n“Offer”\nmeans the voluntary public takeover offer (*freiwilliges öffentliches\nÜbernahmeangebot*) made or to be made by Bidco to the shareholders of the Target pursuant to the German Takeover Code\nfor the acquisition of all the shares in the Target on the terms and conditions of the Business Combination Agreement.\n\n16\n\n“Offer\nDocument” means the offer document (*Angebotsunterlage*)\nrelating to the Offer and published or to be published by Bidco pursuant to Section 14(3) of the German Takeover Code (as amended or\nsupplemented from time to time in compliance with the terms of the Business Combination Agreement).\n\n“Organization\nDocuments” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the\nbylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited\nliability company, the certificate or articles of formation or organization and operating or limited liability agreement (or equivalent\nor comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture,\ntrust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or\nequivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) and any agreement, instrument, filing or notice\nwith respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction\nof its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent\nor comparable constitutive documents with respect to any non-U.S. jurisdiction).\n\n“Other\nConnection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection\nbetween such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,\nbecome a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged\nin any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).\n\n“Other\nTaxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that\narise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection\nof a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes\nimposed with respect to an assignment (other than an assignment made pursuant to Section\n3.06).\n\n“Overnight\nRate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds\nRate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,\nand (b) with respect to any amount denominated in Euros, an overnight rate determined by the Administrative Agent in accordance with\nbanking industry rules on interbank compensation.\n\n“Participant”\nhas the meaning specified in Section 10.06(d).\n\n“Participant\nRegister” has the meaning specified in Section 10.06(d).\n\n“Participating\nMember State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency\nin accordance with legislation of the European Union relating to Economic and Monetary Union.\n\n“PATRIOT\nAct” has the meaning specified in Section 10.19.\n\n“PBGC”\nmeans the Pension Benefit Guaranty Corporation.\n\n“Pension\nFunding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans\nset forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.\n\n“Pension\nPlan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained\nor is contributed to by the Borrower, any Significant Subsidiary and any ERISA Affiliate or with respect to which the Borrower, any Significant\nSubsidiary or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards\nunder Section 412 of the Code.\n\n17\n\n“Permitted\nLiens” means:\n\n(1) Liens\non any assets, created solely to secure obligations incurred to finance the refurbishment, improvement or construction (which term includes,\nfor avoidance of doubt, development, creation and production) of such asset, which obligations are incurred no later than 12 months after\ncompletion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or refundings\nof such obligations;\n\n(2) (a)\nLiens given to secure the payment of the purchase price or other acquisition, installation or construction (which term includes, for\navoidance of doubt, development, creation and production) costs incurred in connection with the acquisition (including acquisition through\nmerger or consolidation) of any Principal Property, including Capital Lease transactions in connection with any such acquisition and\nincluding any purchase money Liens, and (b) Liens existing on any Principal Property at the time of acquisition (including acquisition\nthrough merger or consolidation) thereof or at the time of acquisition by the Borrower or any Material Subsidiary of any Person then\nowning such property whether or not such existing Liens were given to secure the payment of the purchase price of the property to which\nthey attach; *provided* that with respect to clause (a), the Liens\nshall be given within 12 months after such acquisition and shall attach solely to the Principal Property acquired or purchased and any\nimprovements then or thereafter placed thereon and any proceeds thereof, accessions thereto and insurance proceeds thereof;\n\n(3) Liens\nin favor of the Borrower or a Subsidiary;\n\n(4) Liens\non any Principal Property in favor of the Governmental Authority or any foreign governmental authorities to secure progress or other\npayments or to secure Indebtedness incurred for the purpose of financing the cost of acquiring, constructing or improving such Principal\nProperty;\n\n(5) Liens\nimposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and other similar Liens arising in the ordinary\ncourse of business, Liens in connection with legal proceedings and Liens arising solely by virtue of any statutory, common law or contractual\nprovision relating to banker’s Liens, rights of set-off or similar rights and remedies as to securities accounts, deposit accounts\nor other funds maintained with a creditor depository institution;\n\n(6) Liens\nfor taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties for non-payment\nor which are being contested in good faith by appropriate proceedings diligently conducted, if, to the extent required by GAAP, adequate\nreserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;\n\n(7) Liens\nto secure the performance of bids, trade or commercial contracts (including insurance contracts), government contracts, purchase, construction,\nsales and servicing contracts (including utility contracts), leases, statutory obligations, surety, stay, customs and appeal bonds, performance\nbonds and other obligations of a like nature, in each case, in the ordinary course of business, deposits as security for contested taxes,\nimport or customs duties, liabilities to insurance carriers or for the payment of rent, and Liens to secure letters of credit, Guarantees,\nbonds or other sureties given in connection with the foregoing obligations or in connection with workers’ compensation, unemployment\ninsurance or other types of social security or similar laws and regulations;\n\n(8)\nlicenses and sublicenses of intellectual property of the Borrower and its Material Subsidiaries and leases and subleases\nof property granted to others in the ordinary course of business not in any way interfering in any material respect with the business\nof the Borrower and its Subsidiaries;\n\n(9) Liens\nupon specific items of inventory or other goods, documents of title and proceeds of any Person securing such Person’s obligation\nin respect of letters of credit or banker’s acceptances issued or created in the ordinary course of business for the account of\nsuch Person to facilitate the purchase, shipment, or storage of such inventory or other goods;\n\n(10) Liens\non stock, partnership or other equity interests in any Joint Venture of the Borrower or any of its Material Subsidiaries or in any Material\nSubsidiary that owns an equity interest in a Joint Venture to secure Indebtedness contributed or advanced solely to that Joint Venture;\n*provided* that, in each case, the Indebtedness secured by such\nLien is not secured by a Lien on any other property of the Borrower or any Material Subsidiary;\n\n(11) Liens\nand deposits securing netting services, business credit card or purchase card programs, overdraft protection and other treasury, depository,\nSwap Contracts and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund\ntransfer or payment processing services;\n\n18\n\n(12) Liens\non, and consisting of, deposits made by the Borrower to discharge or defease this Agreement or any other Indebtedness;\n\n(13) Liens\non insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums;\n\n(14) easements,\nrights of way, covenants, restrictions, minor encroachments, protrusions, municipal and zoning and building ordinances and similar charges,\nencumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and other\nsimilar charges and encumbrances and Liens in favor of governmental authorities and public utilities, that do not materially interfere\nwith the ordinary course of business of the Borrower and its Subsidiaries, taken as a whole;\n\n(15) Liens\nin favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation\nof goods and Liens deemed to exist in connection with investments in repurchase agreements;\n\n(16)\nLiens in respect of judgments that do not constitute an Event of Default under Section 8.01(h) and Liens securing appeal or surety bonds\nrelated to such judgments;\n\n(17)\nLiens on the Equity Interests of Excluded Subsidiaries;\n\n(18)\nthe interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or any Material\nSubsidiary in the ordinary course of its business;\n\n(19)\nUniform Commercial Code financing statements filed (or similar filings under applicable law) solely as a precautionary measure in connection\nwith operating leases;\n\n(20)\nin connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained\nin agreements relating to such sale or transfer pending the completion thereof;\n\n(21)\nLiens on earnest money deposits of cash or cash equivalents made in connection with any acquisition;\n\n(22)\nLiens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with\nthe Borrower or any of its Material Subsidiaries in the ordinary course of business;\n\n(23) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating\nto such letters of credit and products and proceeds thereof;\n\n(24)\nLiens on blocked, segregated, pledged or escrow accounts, and the cash, cash equivalents or other property held therein, pending the\napplications of such property to a use not prohibited by the terms of this agreement, including, without limitation, amounts held in\nthe Blocked Account (as defined in the Cash Confirmation Agreement) pending consummation of the Acquisition and payment of the Acquisition\nConsideration; and\n\n(25) any\nextension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part,\nof any Lien referred to in clauses (1) through (24) above, inclusive.\n\nFor\nthe avoidance of doubt, the inclusion of specific Liens in this definition of “Permitted Liens” shall not create any implication\nthat the obligations secured by such Liens constitute Indebtedness.\n\n“Person”\nmeans any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental\nAuthority or other entity.\n\n“Plan”\nmeans any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees\nof the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf\nof any of its employees.\n\n“Platform”\nmeans an Internet or intranet website, or any other information delivery system, used by the Administrative Agent for the posting and\ndistribution of Borrower Materials to the Lenders.\n\n“Principal\nProperty” means, with respect to any Person, all of such Person’s interests in any kind of property or asset (including\nthe capital stock in and other securities of any other Person), except such as the board of directors by resolution determines in good\nfaith (taking into account, among other things, the materiality of such property to the business, financial condition and earnings of\nthe Borrower and its Consolidated Subsidiaries taken as a whole) not to be material to the business of the Borrower and its Consolidated\nSubsidiaries, taken as a whole.\n\n19\n\n“PTE”\nmeans a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time\nto time.\n\n“Purchase\nMoney Indebtedness” means Indebtedness incurred to finance the acquisition, construction or improvement of any fixed\nor capital asset to the extent incurred prior to or within 12 months following such acquisition, construction or improvement.\n\n“Qualifying\nBank Facility” shall mean a credit facility entered into by the Borrower or any Subsidiary for the purpose of financing\nthe Transactions that is subject to conditions precedent to funding that are no less favorable to the Borrower or such Subsidiary than\nthe conditions set forth herein to the funding of the Loans hereunder, as determined by the Borrower in its reasonable discretion.\n\n“Rate\nDetermination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day\nas is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent;\nprovided that, to the extent such market practice is not administratively\nfeasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined\nby the Administrative Agent).\n\n“Recipient”\nmeans the Administrative Agent or any Lender, as applicable, that is the recipient of any payment to be made by or on account of any\nobligation of the Borrower hereunder.\n\n“Register”\nhas the meaning specified in Section 10.06(c).\n\n“Regulation\nU” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder\nor thereof.\n\n“Reinvestment\nPeriod” means, with respect to any Net Cash Proceeds received in connection with any Asset Sale, the period of 9 months\nfollowing the receipt of such Net Cash Proceeds; *provided* that,\nin the event that, during such 9 month period, the Borrower or any Subsidiary enters into a binding commitment to reinvest any Net Cash\nProceeds, the Reinvestment Period with respect to such Net Cash Proceeds shall be the period of 12 months following the receipt of such\nNet Cash Proceeds.\n\n“Related\nParties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,\nagents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s\nAffiliates.\n\n“Removal\nEffective Date” has the meaning specified in Section 9.06(b).\n\n“Reportable\nEvent” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice\nperiod has been waived.\n\n“Request\nfor Borrowing” means, with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice.\n\n“Required\nLenders” means, at any time, Lenders having Commitments and Loans representing more than 50% of the Aggregate Commitments\nand Loans of all Lenders at such time. The Commitment and Loans of any Defaulting Lender shall be disregarded in determining Required\nLenders at any time.\n\n“Rescindable\nAmount” has the meaning as specified in Section 2.12(b)(i).\n\n“Resignation\nEffective Date” has the meaning specified in Section 9.06(a).\n\n20\n\n“Resolution\nAuthority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.\n\n“Responsible\nOfficer” means any of the President, Chief Executive Officer, Senior Vice President and the most senior Financial Officer\nfrom time to time of the Borrower, or any person designated by the Borrower in writing to the Administrative Agent from time to time,\nacting singly.\n\n“Restricted\nLender” has the meaning specified in Section 1.06(b).\n\n“Restricted\nNet Cash Proceeds” has the meaning specified in Section\n2.05(b)(ii).\n\n“S&P”\nmeans Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.\n\n“Same\nDay Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with\nrespect to disbursements and payments in Euros, same day or other funds as may be determined by the Administrative Agent to be customary\nin the place of disbursement or payment for the settlement of international banking transactions in Euros.\n\n“Sanction(s)”\nmeans any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations\nSecurity Council, the European Union, the United Kingdom, the Hong Kong Monetary Authority or other relevant sanctions authority.\n\n“Sanctioned\nCountry” means, at any time, (a) a country, region or territory which is the subject or target of comprehensive Sanctions\n(including, as of the Effective Date, Cuba, Iran, North Korea, the Crimea Region of Ukraine, the non-government controlled areas of the\nKherson and Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic),\n(b) an agency of the government of a country, region or territory described in clause (a), or (c) an organization directly or indirectly\ncontrolled by a country, region or territory described in clause (a) or its government.\n\n“Sanctioned\nPerson” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by\nthe Office of Foreign Assets Control of the U.S. Department of the Treasury, by the U.S. Department of State or by the United Nations\nSecurity Council, the European Union, any European Union member state, the United Kingdom, the Hong Kong Monetary Authority or other\nrelevant sanctions authority, (b) any Person located, organized or resident in a country, region or territory which is the subject or\ntarget of comprehensive Sanctions, (c) any Person owned 50% or more or controlled by any such Person or Persons described in the foregoing\nclauses (a) and (b), or (d) any Person otherwise the subject or target of any Sanctions.\n\n“Sanctions\nProvisions” has the meaning specified in Section 1.06(a).\n\n“Scheduled\nUnavailability Date” has the meaning specified in Section\n3.03(c)(ii).\n\n“SEC”\nmeans the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.\n\n“Significant\nSubsidiary” means any Subsidiary that is a “significant subsidiary” of the Borrower as defined under clauses\n(1) or (2) of Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended; provided that no Excluded Subsidiary\nshall be deemed a Significant Subsidiary.\n\n“Solvent”\nmeans, with respect to the Borrower and its Significant Subsidiaries on a particular date, that on such date (a) the fair value of the\npresent assets of the Borrower and its Significant Subsidiaries, taken as a whole, is greater than the total amount of liabilities, including,\nwithout limitation, contingent liabilities, of the Borrower and its Significant Subsidiaries, taken as a whole, (b) the present fair\nsaleable value of the assets of the Borrower and its Significant Subsidiaries, taken as a whole, is not less than the amount that will\nbe required to pay the probable liability of the Borrower and its Significant Subsidiaries, taken as a whole, on their debts as they\nbecome absolute and matured, (c) the Borrower and its Significant Subsidiaries, taken as a whole, do not intend to, and do not believe\nthat they will, incur debts or liabilities (including current obligations and contingent liabilities) beyond their ability to pay such\ndebts and liabilities as they mature in the ordinary course of business and (d) the Borrower and its Significant Subsidiaries, taken\nas a whole, are not engaged in business or a transaction, and are not about to engage in business or a transaction, in relation to which\ntheir property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as\nthe amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be\nexpected to become an actual or matured liability.\n\n21\n\n“Subsequent\nAcceptance Period” means the subsequent acceptance period (*weitere\nAnnahmefrist*) for the Offer pursuant to Section 16(2) of the German Takeover Code.\n\n“Subsidiary”\nof a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of\nthe shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other\nthan securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,\nor the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.\nUnless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary\nor Subsidiaries of the Borrower.\n\n“Successor\nRate” has the meaning specified in Section 3.03(c).\n\n“Swap\nContract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,\ncommodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond\nindex swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign\nexchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap\ntransactions, currency options, spot contracts, option or similar agreement involving, or settled by reference to, one or more rates,\ncurrencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,\nfinancial or pricing risk or value or any other similar transactions or any combination of any of the foregoing (including any options\nto enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any\nand all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any\nform of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master\nAgreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master\nAgreement”), including any such obligations or liabilities under any Master Agreement. Notwithstanding the foregoing,\nSwap Contract shall not include any equity swaps, options or forwards to which the Borrower or any Subsidiary is party that are classified\nand accounted for in the Borrower’s stockholders’ equity under GAAP.\n\n“T2”\nmeans the real time gross settlement system operated by the Eurosystem, or any successor system.\n\n“Target”\nmeans Delivery Hero SE, a European Company (*Societas Europaea*)\nincorporated under the laws of Germany.\n\n“TARGET\nDay” means any day on which T2 is open for the settlement of payments in Euro.\n\n“Taxes”\nmeans all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees\nor other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.\n\n“Threshold\nAmount” means $300,000,000.\n\n“Transactions”\nmeans (i) the execution, delivery and performance by the Borrower of each Loan Document to which it is a party, (ii) the borrowing of\nLoans hereunder, (iii) the consummation of the Acquisition and payment of the Acquisition Consideration, (iv) the repayment of certain\nIndebtedness in connection with the Acquisition and (v) the payment of fees and expenses in connection with the foregoing.\n\n22\n\n“Type”\nmeans, with respect to a Loan, its character as an ESTR Loan or a EURIBOR Loan.\n\n“UK\nFinancial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time\nto time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as\namended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions\nand investment firms, and certain affiliates of such credit institutions or investment firms.\n\n“UK\nResolution Authority” means the Bank of England or any other public administrative authority having responsibility for\nthe resolution of any UK Financial Institution.\n\n“Unfunded\nPension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,\nover the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension\nPlan pursuant to Section 412 of the Code for the applicable plan year.\n\n“United\nStates” and “U.S.” mean the United\nStates of America.\n\n“U.S.\nPerson” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.\n\n“U.S.\nTax Compliance Certificate” has the meaning specified in Section\n3.01(g)(ii)(B)(III).\n\n“Voting\nStock” of a Person means all classes of capital stock or other interests (including partnership interests) of such Person\nthen outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers\nor trustees thereof.\n\n“Write-Down\nand Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers\nof such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down\nand conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of\nthe applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any\nUK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into\nshares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect\nas 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\nLegislation that are related to or ancillary to any of those powers.\n\n**1.02 Other Interpretive Provisions**. With reference to this Agreement and each other Loan Document,\nunless otherwise specified herein or in such other Loan Document:\n\n(a) The\ndefinitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,\nany pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”\n“includes” and “including”\nshall be deemed to be followed by the phrase “without limitation.” The word “will”\nshall be construed to have the same meaning and effect as the word “shall.”\nUnless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any\nOrganization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended,\nsupplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or\nin any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and\nassigns, (iii) the words “hereto,” “herein,”\n“hereof” and “hereunder,”\nand words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not\nto any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed\nto refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference\nto any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any\nreference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified\nor supplemented from time to time, and (vi) the words “asset”\nand “property” shall be construed to have the same\nmeaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and\ncontract rights.\n\n23\n\n(b) In the computation of periods of time from a specified date to a later specified date, the word “from”\nmeans “from and including;” the words “to”\nand “until” each mean “to\nbut excluding;” and the word “through”\nmeans “to and including.”\n\n(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the\ninterpretation of this Agreement or any other Loan Document.\n\n(d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or similar term, shall\nbe 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\ncompany (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment,\nsale, disposition or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall\nconstitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any\nother like term shall also constitute such a Person or entity).\n\n**1.03 Accounting Terms**.\n\n(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and\nall financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement\nshall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent\nwith that used in preparing the audited financial statements, except\nas otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant\n(including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed\nto be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities\nshall be disregarded.\n\n(b) Changes\nin GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth\nin any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and\nthe Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of\nsuch change in GAAP (subject to the approval of the Required Lenders); provided\nthat, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change\ntherein and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents\nrequired under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio\nor requirement made before and after giving effect to such change in GAAP.\n\n**1.04 Rounding**. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement\nshall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number\nof 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\nis no nearest number).\n\n**1.05 Times of Day**. Unless otherwise specified, all references herein to times of day shall be references\nto Eastern time (daylight or standard, as applicable).\n\n**1.06 Sanctions Provisions**.\n\n(a) The\nrepresentations and undertakings contained in Sections 5.15, 6.08 and 7.04\n(together, the “Sanctions Provisions”) shall not\nbe made or complied with by the Borrower if and solely to the extent such representations or undertakings would result in a\nviolation of or conflict with the Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the\nextra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom, section 7\nof the German Foreign Trade Regulation (*Außenwirtschaftsverordnung*)\nor any similar provision enacted under or pursuant to the German Foreign Trade Act (*Außenwirtschaftsgesetz*)\nand/or any other applicable national or EU law anti-boycott laws or regulations (together, the “Anti-Boycott\nRegulations”).\n\n24\n\n(b) To the extent any Lender notifies the Administrative Agent that it must comply with Anti-Boycott Regulations (each a “Restricted\nLender”), the Sanctions Provisions shall only apply for the benefit of that Restricted Lender to the extent that it\nwould not result in any violation of, conflict with or give rise to liability under any Anti-Boycott Regulations.\n\n(c) In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision of which a\nRestricted Lender does not have the benefit pursuant to paragraph (b) above, the Loans of that Restricted Lender will be excluded for\nthe purpose of determining whether the consent of the Required Lenders (or any other applicable consent threshold) has been obtained\nor whether the determination or direction by the Required Lenders (or any other applicable consent threshold required to make the relevant\ndetermination or direction) has been made.\n\n**1.07 Interest Rates; Licensing**.\n\n(a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with\nrespect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any\nrate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative\nor replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the\nforegoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other\nrelated entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative,\nsuccessor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related\nspread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information\nsources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or\nreplacement rate (including, without limitation, any Successor Rate) **(**or\nany component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower,\nany Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential\ndamages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action\nor omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such\ninformation source or service.\n\n(b) By agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary\nfor use of the reference rates referred to herein and it will do all things necessary to comply, preserve, renew and keep in full force\nand effect such licenses, permits and approvals.\n\nArticle\nII.\n\nthe COMMITMENTS and Borrowings\n\n**2.01 Loans**. Subject only to (x) in the case of the Borrowing on the Closing Date, the conditions\nset forth in Section 4.02, or (y) in the case of the subsequent\nFunding Date, the conditions set forth in Section 4.03, each Lender\nseverally agrees to make up to two loans (each such loan, a “Loan”)\nto the Borrower in Euros as follows (i) one Borrowing on the Closing Date and (ii) an additional Borrowing on any Business Day during\nthe Availability Period (the date of each such Borrowing (including, for the avoidance of doubt, the Closing Date), a “Funding\nDate”), in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s then remaining\nCommitment. The Commitments are not revolving in nature, and amounts borrowed under this Section\n2.01 and repaid under Section 2.07 or prepaid under\nSection 2.05 may not be reborrowed. Loans may be EURIBOR Loans\nor (subject to Section 3.02 and/or 3.03) ESTR Loans, as further provided herein.\n\n25\n\n**2.02 Borrowings, Conversions and Continuations of Loans**.\n\n(a) Each Borrowing and each continuation of a EURIBOR Loan shall be made upon the Borrower’s irrevocable notice to the Administrative\nAgent, which may be given by a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.\nthree Business Days prior to the requested date of any Borrowing or any continuation. Each Borrowing of or continuation of EURIBOR Loans\nshall be in a principal amount of €5,000,000 or a whole multiple of €1,000,000 in excess thereof. Each Loan Notice shall specify\n(i) whether the Borrower is requesting a Borrowing or a continuation of EURIBOR Loans, (ii) the requested date of the Borrowing or continuation,\nas the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed or continued, and (iv) the duration\nof the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation of EURIBOR Loans,\nthen the applicable Loans shall be continued as EURIBOR Loans in their original currency with the same Interest Period. If the Borrower\nrequests a Borrowing of or continuation of EURIBOR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be\ndeemed, in each case, to have specified an Interest Period of one month.\n\n(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable\nPercentage of the applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall\nnotify each Lender of the details of any automatic continuation of EURIBOR Loans described in the preceding subsection. In the case of\na Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative\nAgent’s Office not later than 11:00 a.m., Central European Time on the Business Day specified in the applicable Loan Notice. Upon\nsatisfaction of the applicable conditions set forth in Section 4.02\nor Section 4.03, as applicable, the Administrative Agent shall\nmake all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds\nin accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.\n\n(c) Except as otherwise provided herein, a EURIBOR Loan may be continued only on the last day of an Interest Period for such EURIBOR\nLoan.\n\n(d) After giving effect to all Borrowings and all continuations of Loans as the same Type, there shall not be more than ten Interest\nPeriods in effect with respect to Loans.\n\n(e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of\nits Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,\npursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.\n\n(f) With\nrespect to EURIBOR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding\nanything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become\neffective without any further action or consent of any other party to this Agreement or any other Loan Document; provided\nthat, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such\nConforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.\n\n**2.03 [Reserved].**\n\n**2.04 [Reserved].**\n\n26\n\n**2.05 Prepayments.**\n\n(a) Voluntary. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay\nLoans in whole or in part without premium or penalty; provided\nthat (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent\nnot later than 11:00 a.m. three Business Days prior to any date of prepayment of any EURIBOR Loans; and (ii) any prepayment of EURIBOR\nLoans shall be in a principal amount of €5,000,000 or a whole multiple of €1,000,000 in excess thereof or, if less, the entire\nprincipal amount thereof then outstanding; provided further that\na notice of voluntary prepayment may state that such notice is conditional upon the consummation of an acquisition or sale transaction\nor upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which\ncase such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified\ndate of prepayment) if such condition is not satisfied. Each such notice shall specify the date, amount of such prepayment and the Type(s)\nof Loans to be prepaid, and if EURIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly\nnotify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.\nIf such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall\nbe due and payable on the date specified therein. Any prepayment of any EURIBOR Loan shall be accompanied by all accrued interest on\nthe amount prepaid, together with any additional amounts required pursuant to Section\n3.05. Subject to Section 2.17, each such prepayment\nshall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.\n\n(b) Mandatory.\n\n(i) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any\nof its Subsidiaries actually receives any Net Cash Proceeds arising from any Debt Issuance or Asset Sale, in each case after the Closing\nDate, then the Borrower shall prepay the Loans in an amount equal to 100% of the Euro Equivalent (determined as of the date of receipt\nof such Net Cash Proceeds) of such Net Cash Proceeds not later than three Business Days following the receipt by the Borrower or any\nsuch Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative\nAgent of the receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance\nor Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of\nLoans shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment,\nplus, in the case of any EURIBOR Loan, any amounts due to the\nLenders under Section 3.05. Notwithstanding the foregoing, no\nmandatory prepayment pursuant to this Section 2.05(b)(i) shall\nbe required prior to the Final Settlement Date.\n\n(ii) Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received\nby a Foreign Subsidiary or a Subsidiary of a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined\nin good faith in consultation with the Administrative Agent that repatriation to the Borrower of such Net Cash Proceeds would have material\nadverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary (“Restricted\nNet Cash Proceeds”).\n\n**2.06 Termination or Reduction of Commitments.**\n\n(a) Voluntary.\nThe Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently\nreduce the Aggregate Commitments; provided that (i) any such\nnotice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination\nor reduction, and (ii) any such partial reduction shall be in an aggregate amount of €10,000,000 or any whole multiple of\n€1,000,000 in excess thereof (or, if less, the remaining amount of Commitments); provided\nthat a notice of termination or reduction of the Aggregate Commitments delivered by the Borrower may state that such notice is\nconditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the\nreceipt of the proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice\nto the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative\nAgent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of\nthe Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued\nuntil the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such\ntermination.\n\n27\n\n(b) Mandatory.\n\n(i) Each Lender’s Commitment shall automatically be reduced by the amount of each Loan made by such Lender, such reduction to\nbe effective immediately following the making of such Loan by such Lender.\n\n(ii) The Commitments shall automatically terminate in full on the Availability End Date unless funded on or prior to the Availability\nEnd Date. Additionally, any remaining Aggregate Commitments outstanding on the second Funding Date will terminate in full on the second\nFunding Date after the funding of any Loans on such second Funding Date.\n\n(iii) In\nthe event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any of its Subsidiaries\nactually receives any Net Cash Proceeds (other than Restricted Net Cash Proceeds) arising from any Debt Issuance or Asset Sale, in each\ncase after the Effective Date and such Net Cash Proceeds are received:\n\n(A) after the Closing Date, then, subject to clause (c) below, the Aggregate Commitments shall automatically be reduced in an amount\nequal to 100% of the Euro Equivalent amount (determined as of the date of receipt of such Net Cash Proceeds) of such Net Cash Proceeds,\neffective on the date of receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds; or\n\n(B) prior to the Closing Date, then the Aggregate Commitments shall be reduced pursuant to the terms of the Cash Confirmation Agreement;\n\nprovided\nthat, in the case of any such Net Cash Proceeds arising from one or more Equity Issuances, Debt Issuances or Asset Sales, any reduction\nof the Aggregate Commitments pursuant to clause (A) or clause (B) above prior to the Closing Date shall take effect only upon the crediting\nof such Net Cash Proceeds to a Blocked Account (as defined in the Cash Confirmation Agreement).\n\nThe\nBorrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower\nor, as applicable, any Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall\nbe accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each reduction of the Aggregate Commitments shall be applied\nratably to reduce the Commitments of each Lender.\n\n(iv) In the event that the Borrower or any Subsidiary enters into any Qualifying Bank Facility during the period commencing on the\nEffective Date and ending on the last day of the Availability Period, then the Commitments then outstanding shall be automatically reduced\nin an amount equal to 100% of the aggregate commitments under such Qualifying Bank Facility on the date of effectiveness of the definitive\ndocumentation for such Qualifying Bank Facility. The Borrower shall promptly notify the Administrative Agent in writing of the entry\nby the Borrower, or, as applicable, any Subsidiary, into such Qualifying Bank Facility.\n\n(c) Commitment Reductions When Loans Are Outstanding. Any prepayment of Loans or Commitment reduction, whether voluntary or\nmandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the\nLenders to reduce, *first*, Loans until such Loans have been reduced\nto €0 and *second*, Commitments until such Commitments have\nbeen reduced to €0.\n\n**2.07 Repayment of Loans.** The Borrower shall repay to the Lenders on the Maturity Date the aggregate\nprincipal amount of Loans made to the Borrower outstanding on such date.\n\n**2.08 Interest.**\n\n(a) Subject to the provisions of subsection (b) below, (i)\neach EURIBOR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum\nequal to EURIBOR for such Interest Period plus the Applicable\nRate; and (ii) each ESTR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a\nrate per annum equal to (x) ESTR on such date plus the Applicable\nRate or (y) if ESTR is not available on such date, Historic ESTR plus\nthe Applicable Rate.\n\n28\n\n(b) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated\nmaturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times\nequal to the Default Rate to the fullest extent permitted by applicable Laws.\n\n(i) If\nany amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due, whether at stated\nmaturity, by acceleration or otherwise and, in each case, such non-payment constitutes an Event of Default under Section 8.01(a), then\nupon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all\ntimes equal to the Default Rate to the fullest extent permitted by applicable Laws.\n\n(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.\n\n(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times\nas may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,\nand before and after the commencement of any proceeding under any Debtor Relief Law.\n\n**2.09 Fees**.\n\n(a) Commitment\nFee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable\nPercentage, a commitment fee in Euros equal to the Applicable Rate times\nthe actual daily amount of the Aggregate Commitments, subject to adjustment as provided in Section\n2.17. The commitment fee shall accrue commencing 120 days after the Effective Date until the termination of the Aggregate\nCommitments in full (such date, the “Commitment Termination\nDate”), and shall be due and payable in arrears on the Commitment Termination Date. If there is any change in the\nApplicable Rate, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period that\nsuch Applicable Rate was in effect.\n\n(b) Other Fees. The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts, fees\nin the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for\nany reason whatsoever.\n\n(c) Duration Fee. If Commitments are outstanding and/or the Loans have not been repaid in full in cash on or prior to:\n\n(i) the 90th day after the Closing Date, a fully earned and non-refundable duration fee equal to [****] shall be due and payable by\nthe Borrower on such date to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage;\n\n(ii) the 180th day after the Closing Date, a fully earned and non-refundable duration fee equal to [****] shall be due and payable\nby the Borrower on such date to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage;\nand\n\n(iii) the 270th day after the Closing Date, a fully earned and non-refundable duration fee equal to [****] shall be due and payable\nby the Borrower on such date to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage\n(clauses (i) through (iii), collectively, the “Duration Fee”).\n\n(d) Funding Fee. The Borrower shall pay to the Administrative Agent a non-refundable funding fee for the account of each Lender\nequal to [****](the “Funding Fee”), which Funding\nFee shall be earned, due and payable on the date such Loans are funded.\n\n**2.10 Computation of Interest and Fees**. All computations of fees and interest, including those with\nrespect to EURIBOR Loans and ESTR Loans, shall be made on the basis of a 360-day year and actual days elapsed (which results in more\nfees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for\nthe 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\nis paid, provided that any Loan that is repaid on the same day\non which it is made shall, subject to Section 2.12(a), bear interest\nfor one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for\nall purposes, absent manifest error.\n\n29\n\n**2.11 Evidence of Debt**.\n\n(a)\nThe Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary\ncourse of business. The Administrative Agent shall maintain the Register in accordance with Section\n10.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the\nBorrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing\nso shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the\nObligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall\ncontrol in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower\nshall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to\nthe Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type\n(if applicable), amount and maturity of its Loans and payments with respect thereto.\n\n**2.12 Payments Generally; Administrative Agent’s Clawback.**\n\n(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for\nany counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of\nand interest on Loans denominated in Euros, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the\naccount of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day\nFunds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower\nhereunder with respect to principal and interest on Loans denominated in Euros shall be made to the Administrative Agent, for the account\nof the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Euros and in Same\nDay Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason,\nthe Borrower is prohibited by any Law from making any required payment hereunder in Euros, the Borrower shall make such payment in Dollars\nin the Dollar Equivalent of the Euro payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable\nPercentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s\nLending Office. All payments received by the Administrative Agent after (i) 2:00 p.m., in the case of payments in Dollars, or (ii) the\nApplicable Time specified by the Administrative Agent, in the case of payments in Euros, shall, in each case, be deemed received on the\nnext succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall\ncome 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\nbe reflected in computing interest or fees, as the case may be.\n\n(b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from\na Lender prior to the proposed date of any Borrowing of EURIBOR Loans that such Lender will not make available to the Administrative\nAgent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available\non such date in accordance with Section 2.02 and may, in reliance\nupon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share\nof the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay\nto the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from\nand including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent,\nat (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\nAdministrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar\nfees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by\nthe Borrower, an interest rate determined in accordance with market practice. If the Borrower and such Lender shall pay such interest\nto the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the\namount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative\nAgent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall\nbe without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative\nAgent.\n\n30\n\n(i) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice\nfrom the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder\nthat the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date\nin accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.\n\nWith\nrespect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent\ndetermines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to\nas the “Rescindable Amount”): (1) the Borrower has\nnot in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether\nor not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders\nseverally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in Same\nDay Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date\nof payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in\naccordance with banking industry rules on interbank compensation.\n\nA\nnotice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive,\nabsent manifest error.\n\n(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to\nbe made by such Lender as provided in the foregoing provisions of this Article\nII, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable\nBorrowing set forth in Article IV are not satisfied or waived\nin accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to\nsuch Lender, without interest.\n\n(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to\nSection 10.04(c) are several and not joint. The failure of any\nLender to make any Loan, to fund any such participation or to make any payment under Section\n10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such\ndate, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section\n10.04(c).\n\n(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular\nplace 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\nplace or manner.\n\n(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to\npay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest\nand fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due\nto such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance\nwith the amounts of principal then due to such parties.\n\n31\n\n**2.13 Sharing\nof Payments by Lenders**. If any Lender shall, by exercising any right of setoff or\ncounterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in\nsuch Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater\nthan its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the\nAdministrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or\nmake such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably\nin accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided\nthat:\n\n(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations\nshall be rescinded and the purchase price restored to the extent of such recovery, without interest; and\n\n(ii) the provisions of this Section 2.13 shall not be construed\nto apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement\n(including the application of funds arising from the existence of a Defaulting Lender), (y) [reserved], or (z) any payment obtained by\na Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other\nthan an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section\n2.13 shall apply).\n\nThe\nBorrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring\na participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect\nto such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.\n\n**2.14 [Reserved].**\n\n**2.15 [Reserved].**\n\n**2.16 [Reserved].**\n\n**2.17 Defaulting Lenders.**\n\n(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,\nthen, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:\n\n(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent\nwith respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section\n10.01.\n\n(ii) Defaulting\nLender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the\naccount of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article\nVIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section\n10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: *first*,\nto the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; *second*,\nas the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such\nDefaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; *third*,\nif so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to\nsatisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; *fourth*,\nto the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any\nLender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; *fifth*,\nso long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of\na court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting\nLender’s breach of its obligations under this Agreement; and *sixth*,\nto such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided\nthat if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully\nfunded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section\n4.02 or Section 4.03, as applicable, were\nsatisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis, until\npaid in full, prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other\namounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to\nthis Section 2.17(a)(ii) shall be deemed paid to and\nredirected by such Defaulting Lender, and each Lender irrevocably consents hereto.\n\n32\n\n(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section\n2.09(a) or (c) for any period during which that Lender\nis a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been\npaid to that Defaulting Lender).\n\n(b) Defaulting\nLender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting\nLender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and\nsubject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding\nLoans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans\nto be held pro rata by the Lenders in accordance with their Applicable Percentage, whereupon such Lender will cease to be a\nDefaulting Lender; provided that no adjustments will be made\nretroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting\nLender; and provided, further,\nthat except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender\nwill constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting\nLender.\n\nArticle\nIII.\n\nTAXES, YIELD PROTECTION AND ILLEGALITY\n\n**3.01 Taxes.**\n\n(a) Defined Terms. For purposes of this Section 3.01,\nthe term “Applicable Law” includes FATCA.\n\n(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document\nshall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined\nin the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment\nby the applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and\nshall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if\nsuch Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making such deduction\nor withholding for Indemnified Taxes (including such deductions and withholdings for Indemnified Taxes applicable to additional sums\npayable under this Section 3.01) the applicable Recipient receives\nan amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.\n\n(c) Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance\nwith Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.\n\n(d) Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor,\nfor the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under\nthis Section 3.01) payable or paid by such Recipient or required\nto be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether\nor not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as\nto the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the\nAdministrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.\n\n33\n\n(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days\nafter demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not\nalready indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so),\n(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each\ncase, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising\ntherefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental\nAuthority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive\nabsent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing\nto such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any\namount due to the Administrative Agent under this clause (e).\n\n(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority as\nprovided in this Section 3.01, the Borrower shall deliver to the\nAdministrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy\nof any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative\nAgent.\n\n(g) Status of Lenders; Tax Documentation.\n\n(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan\nDocument shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the\nAdministrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent\nas will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably\nrequested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably\nrequested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or\nnot such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the\npreceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section\n3.01(g)(ii)(A), (ii)(B) and (ii)(D)\nbelow) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject\nsuch Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.\n\n(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,\n\n(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\nLender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative\nAgent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;\n\n(B) any\nForeign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number\nof 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\n(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following\nis applicable:\n\n(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect\nto payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption\nfrom, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect\nto any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from,\nor reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of\nsuch tax treaty;\n\n34\n\n(II) executed copies of IRS Form W-8ECI;\n\n(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,\n(x) a certificate substantially in the form of Exhibit I-1 to\nthe effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent\nshareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”\ndescribed in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance\nCertificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or\n\n(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,\nIRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit\nI-2 or Exhibit I-3, IRS Form W-9, and/or other certification\ndocuments from each beneficial owner, as applicable; provided\nthat if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio\ninterest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit\nI-4 on behalf of each such direct and indirect partner;\n\n(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent\n(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\nunder this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed\ncopies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding\nTax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or\nthe Administrative Agent to determine the withholding or deduction required to be made; and\n\n(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\nLender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)\nof the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by\nLaws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable\nlaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower\nor the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under\nFATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct\nand withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA\nafter the date of this Agreement.\n\n(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section\n3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify\nthe Borrower and the Administrative Agent in writing of its legal inability to do so.\n\n35\n\n(h) Treatment\nof Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to\nfile for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or\ndeducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good\nfaith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the\nBorrower has paid additional amounts pursuant to this Section\n3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or\nadditional amounts paid, by the Borrower under this Section\n3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred\nby such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such\nrefund), provided that the Borrower, upon the request of the\nRecipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the\nrelevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental\nAuthority. Notwithstanding anything to the contrary in this clause (h), in no event will the applicable Recipient be required to pay\nany amount to the Borrower pursuant to this clause (h) the payment of which would place the Recipient in a less favorable net\nafter-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had\nnot been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had\nnever been paid. This clause (h) shall not be construed to require any Recipient to make available its Tax returns (or any other\ninformation relating to its Taxes that it deems confidential) to the Borrower or any other Person.\n\n(i) Survival. Each party’s obligations under this Section\n3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement\nof, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.\n\n(j) To the extent legally permissible, the Administrative Agent, in the event that the Administrative Agent is a U.S. Person, shall\ndeliver an IRS Form W-9 to the Borrower and if the Administrative Agent is not a U.S. Person, the applicable IRS Form W-8 certifying\nits exemption from U.S. withholding Taxes with respect to amounts payable hereunder, on or prior to the date the Administrative Agent\nbecomes a party to this Agreement.\n\n**3.02 Illegality.**If any Lender determines that any Law has made it unlawful, or that any Governmental\nAuthority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest\nis determined by reference to EURIBOR, or to determine or charge interest rates based upon EURIBOR or to purchase or sell, or to take\ndeposits of, Euros in the applicable interbank market, then, upon notice thereof by such Lender to the Borrower (through the Administrative\nAgent), any obligation of such Lender to make or maintain EURIBOR Loans shall be suspended, in each case until such Lender notifies the\nAdministrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such\nnotice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all EURIBOR Loans\nor (ii) convert all EURIBOR Loans to ESTR Loans immediately or on the last day of the Interest Period therefor if such Lender may lawfully\ncontinue to maintain such EURIBOR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest\non the amount so prepaid or converted, together with any additional amounts required pursuant to Section\n3.05.\n\n**3.03 Inability to Determine Rates.**\n\n(a) If in connection with any request for a EURIBOR Loan or a continuation of any of such Loans, as applicable, (i) the Administrative\nAgent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for EURIBOR has been determined\nin accordance with Section 3.03(c) and the circumstances under\nclause (i) of Section 3.03(c) or the Scheduled Unavailability\nDate has occurred with respect to EURIBOR (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining\nEURIBOR for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed EURIBOR Loan, or (ii) the\nAdministrative Agent or the Required Lenders determine that for any reason that EURIBOR with respect to a proposed Loan for any requested\nInterest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative\nAgent will promptly so notify the Borrower and each Lender.\n\n36\n\nThereafter, the\nobligation of the Lenders to make or maintain Loans in Euros shall be suspended in each case to the extent of the affected EURIBOR Loans\nor Interest Period or determination date(s), as applicable, until the Administrative Agent (or, in the case of a determination by the\nRequired Lenders described in clause (ii) of this Section 3.03(a),\nuntil the Administrative Agent upon instruction of the Required Lenders) revokes such notice.\n\nUpon\nreceipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of or continuation of EURIBOR Loans to the\nextent of the affected EURIBOR Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to\nhave converted such request into a request for a Borrowing of ESTR Loans and (ii) any outstanding affected EURIBOR Loans, at the\nBorrower’s election, shall either (1) be converted into a Borrowing of ESTR Loans in the amount of such outstanding EURIBOR\nLoan at the end of the applicable Interest Period or (2) be prepaid in full at the end of the applicable Interest Period; provided\nthat if no election is made by the Borrower by the last day of the current Interest Period for the applicable EURIBOR Loan, the\nBorrower shall be deemed to have elected clause (1) above.\n\n(b) [Reserved].\n\n(c) Replacement of EURIBOR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan\nDocuments, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or\nRequired Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower\nor Required Lenders (as applicable) have determined, that:\n\n(i) adequate and reasonable means do not exist for ascertaining EURIBOR because none of the tenors of such EURIBOR under this Agreement\nis available or published on a current basis, and such circumstances are unlikely to be temporary; or\n\n(ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of EURIBOR under this\nAgreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated\nloans denominated in Euros, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no\nsuccessor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of\nEURIBOR (the latest date on which all tenors of EURIBOR under this Agreement are no longer representative or available permanently or\nindefinitely, the “Scheduled Unavailability Date”);\n\nor if the events\nor circumstances of the type described in Section 3.03(c)(i) or\n(ii) have occurred with respect to the Successor Rate then in\neffect, then, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing EURIBOR or any then\ncurrent Successor Rate in accordance with this Section 3.03 with\nan alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated\nand agented in the U.S. and denominated in Euros for such alternative benchmarks, and, in each case, including any mathematical or other\nadjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated\nand agented in the U.S. and denominated in Euros for such benchmarks (and any such proposed rate, including for the avoidance of doubt,\nany adjustment thereto, a “Successor Rate”), and any\nsuch amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed\namendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative\nAgent written notice that such Required Lenders object to such amendment.\n\n(d) Successor Rate. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of\nthe implementation of any Successor Rate.\n\nAny\nSuccessor Rate shall be applied in a manner consistent with market practice; provided\nthat to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate\nshall be applied in a manner as otherwise reasonably determined by the Administrative Agent.\n\nNotwithstanding\nanything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be\ndeemed to be zero for the purposes of this Agreement and the other Loan Documents.\n\n37\n\nIn\nconnection with the implementation of a Successor Rate the Administrative Agent will have the right to make Conforming Changes from\ntime to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such\nConforming Changes will become effective without any further action or consent of any other party to this Agreement; provided\nthat, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such\nConforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.\n\n**3.04 Increased Costs.**\n\n(a) Increased Costs Generally. If any Change in Law shall:\n\n(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against\nassets of, deposits with or for the account of, or credit extended or participated in by, any Lender;\n\n(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the\ndefinition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its\ndeposits, reserves, other liabilities or capital attributable thereto; or\n\n(iii) impose on any Lender or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this\nAgreement, or EURIBOR Loans made by such Lender;\n\nand the result\nof any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or\nof maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder\n(whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional\namount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.\n\n(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such\nLender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing\nthe rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence\nof this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s\nholding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies\nof such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender\nsuch additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.\n\n(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such\nLender or its holding company, as the case may be, as specified in clauses\n(a) or (b) of this Section\n3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount\nshown as due on any such certificate within 10 days after receipt thereof.\n\n(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions\nof this Section 3.04 shall not constitute a waiver of such Lender’s\nright to demand such compensation, provided that the Borrower\nshall not be required to compensate a Lender pursuant to the foregoing provisions of this Section\n3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies\nthe Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation\ntherefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period\nreferred to above shall be extended to include the period of retroactive effect thereof).\n\n38\n\n**3.05 Compensation for Losses**. Upon demand of any Lender (with a copy to the Administrative Agent)\nfrom time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense\nincurred by it as a result of:\n\n(a) any continuation, conversion, payment or prepayment of any Loan other than an ESTR Loan on a day other than the last day of any\nInterest Period, relevant interest payment date or payment period, as applicable, for such Loan, if applicable (whether voluntary, mandatory,\nautomatic, by reason of acceleration, or otherwise);\n\n(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\nconvert any Loan other than an ESTR Loan on the date or in the amount notified by the Borrower;\n\n(c) any assignment of a EURIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by\nthe Borrower pursuant to Section 10.13; or\n\n(d) any failure by the Borrower to make any payment of any Loan (or interest due thereon) denominated in Euros on its scheduled due\ndate or any payment thereof in a different currency;\n\nincluding any\nloss of anticipated profits, any foreign exchange loss and any loss or expense arising from the liquidation or reemployment of funds\nobtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance\nof any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection\nwith the foregoing.\n\nFor purposes\nof calculating amounts payable by the Borrower to the Lenders under this Section\n3.05, each Lender shall be deemed to have funded each EURIBOR Loan made by it at EURIBOR for such Loan by a matching deposit\nor other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period,\nwhether or not such EURIBOR Loan was in fact so funded.\n\n**3.06 Mitigation Obligations; Replacement of Lenders.**\n\n(a) Designation of a Different Lending Office. Each Lender may make any Borrowing to the Borrower through any Lending Office,\nprovided that the exercise of this option shall not affect the\nobligation of the Borrower to repay the Borrowing in accordance with the terms of this Agreement. If any Lender requests compensation\nunder Section 3.04, or the Borrower is required to pay any Indemnified\nTaxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section\n3.01, or if any Lender gives a notice pursuant to Section 3.02,\nthen at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking\nits Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment\nof such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section\n3.01 or 3.04, as the case may be, in the future, or\neliminate the need for the notice pursuant to Section 3.02, as\napplicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous\nto such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such\ndesignation or assignment.\n\n(b) Replacement of Lenders. If any Lender requests compensation under Section\n3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental\nAuthority for the account of any Lender pursuant to Section 3.01\nand, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section\n3.06(a), the Borrower may replace such Lender in accordance with Section\n10.13.\n\n**3.07 Survival**. All of the Borrower’s obligations under this Article\nIII shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation\nof the Administrative Agent.\n\n39\n\nArticle\nIV.\n\nCONDITIONS PRECEDENT TO EFFECTIVENESS AND Borrowings\n\n**4.01 Conditions of Effectiveness**. The effectiveness of this Agreement is subject to satisfaction\nof the following conditions precedent:\n\n(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies unless otherwise specified,\neach properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental\nofficials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each\nof the Lenders:\n\n(i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the\nBorrower;\n\n(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;\n\n(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of\nthe Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof\nauthorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a\nparty;\n\n(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized\nor formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Delaware and California;\n\n(v) a favorable opinion of Cooley LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and\nsubstance reasonably satisfactory to the Administrative Agent;\n\n(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required\nin connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents\nto which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents,\nlicenses or approvals are so required; and\n\n(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) the representations and warranties of the Borrower\ncontained in Article V or any other Loan Document, or which are\ncontained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material\nrespects (or, in the case of any representation or warranty that is qualified by materiality, in all respects) on and as of the Effective\nDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be\ntrue and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality, in all\nrespects) as of such earlier date, (B) no Default shall exist, (C) that there has been no event or circumstance since December 31, 2025\nthat has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (D) the\nDebt Ratings as of the Effective Date as reported by each of Moody’s, S&P and Fitch.\n\n(b) (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Effective Date, the Borrower shall have\nprovided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in\nconnection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,\nthe PATRIOT Act, in each case at least five (5) days prior to the Effective Date and (ii) at least five (5) days prior to the Effective\nDate, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall\nhave delivered, to each Lender that so requests, a Beneficial Ownership Certification.\n\n40\n\n(c) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee\nLetter) by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or\nany Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at\nleast three (3) Business Days prior to the Effective Date.\n\n(d) To the extent filed with BaFin on or prior to the Effective Date, the terms of the Offer Documents shall be consistent with the\ndescription of the Offer in the Business Combination Agreement (except to the extent any inconsistencies therewith are not materially\nadverse to the interests of the Arrangers or the Lenders), unless the Arrangers shall have consented to such inconsistency (such consent\nnot to be unreasonably withheld or delayed).\n\n(e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the\nAdministrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) Business\nDays prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its\nreasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided\nthat such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative\nAgent).\n\nWithout\nlimiting the generality of the provisions of the last paragraph of Section\n9.03, for purposes of determining compliance with the conditions specified in this Section\n4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied\nwith, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless\nthe Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.\n\n**4.02 Conditions to Initial Borrowing on the Closing Date**. The obligation of each Lender to honor\nany Request for Borrowing on the Closing Date is subject only to the satisfaction of the following conditions precedent on or before\nthe Availability End Date:\n\n(a) The Major Representations shall be true and correct as of the Closing Date and no Major Event of Default shall be continuing or\nshall occur as a result of the Transactions on the Closing Date.\n\n(b) The Subsequent Acceptance Period shall have expired.\n\n(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.\n\n(d) No amendment, modification, or waiver of any term of the Business Combination Agreement or any condition to the Borrower’s\nobligation to consummate the Acquisition thereunder or consent granted thereunder shall have been made or granted by the Borrower without\nthe prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Arrangers (other than any\nsuch amendment, modification or waiver or consent that is not materially adverse to the interest of the Arrangers or the Lenders, taken\nas a whole; it being understood that (i) any increase in the Offer Price (as defined in the Business Combination Agreement on the date\nhereof) (other than an increase composed entirely of Equity Interests of the Borrower delivered as consideration to the shareholders\nof the Target) or (ii) any reduction in the minimum acceptance threshold below a number of Delivery Hero Shares (as defined in the Business\nCombination Agreement on the date hereof) that, together with any Delivery Hero Shares held by, or attributed to, Bidco or persons acting\njointly with Bidco, equals at least 50% plus one (1) of the Delivery Hero Shares issued and outstanding as of the expiration of the Acceptance\nPeriod (as defined in the Business Combination Agreement on the date hereof), in each case, will require the consent of the Arrangers,\nwhich consent shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required for any amendment\nto the Business Combination Agreement that is requested by BaFin).\n\n41\n\n(e) The terms of the Offer Documents shall be consistent in all material respects with the description of the Offer in the Business\nCombination Agreement (except to the extent any inconsistencies therewith are (i) not materially adverse to the interests of the Arrangers\nor the Lenders, taken as a whole, or (ii) are required or requested by BaFin or any other competent regulatory authority having jurisdiction\nover the Acquisition pursuant to applicable law), unless the Arrangers shall have consented to such inconsistency (such consent not to\nbe unreasonably withheld, conditioned or delayed). In the event of an inconsistency pursuant to clause (ii) above, the Borrower shall\npromptly provide (A) a copy of the relevant regulatory request or order giving rise to such inconsistency and (B) a written summary of\nthe rationale underlying such request or order, in each case to the extent permitted by applicable law and regulation.\n\n(f) The Administrative Agent shall have received (i) a copy of the fully executed Business Combination Agreement and (ii) a copy of\nthe final Offer Document as approved by BaFin and published pursuant to Section 14(3) of the German Takeover Code.\n\n(g) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee\nLetter) by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or\nany Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least\nthree (3) Business Days prior to the Closing Date.\n\n(h) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction\nof the conditions in clauses (a), (b) and (d) of this Section 4.02.\n\n**4.03 Conditions to Borrowing after the Closing Date**. The obligation of each Lender to make Loans\non the Funding Date after the Closing Date pursuant to Section 2.01 is subject to the satisfaction of the following conditions precedent:\n\n(a) The Major Representations shall be true and correct as of the Closing Date, no Major Event of Default shall be continuing or shall\noccur as a result of the Transactions on the applicable Funding Date and there shall not have been an Event of Default as a result of\nthe breach of Section 6.09 (Use of Proceeds).\n\n(b) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.\n\n(c) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee\nLetter) by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or\nany Lender prior to the Funding Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least\nthree (3) Business Days prior to the Funding Date.\n\n(d) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming, as of the\nFunding Date, satisfaction of the condition in clauses (a) of this Section\n4.03.\n\n**4.04 Certain Funds Period**. During the Certain Funds Period (notwithstanding any provision of this\nAgreement to the contrary), unless a Major Event of Default has occurred and is continuing, none of the Lenders or the Administrative\nAgent shall be entitled to, without the consent of the Borrower:\n\n(a) refuse to make any Loan as provided in Section 2.01 if\nthe conditions set forth in Section 4.02 are satisfied;\n\n(b) terminate any Commitment where to do so would prevent or limit the making of a Loan (except as otherwise expressly contemplated\nin Article II);\n\n(c) rescind, terminate or cancel this Agreement or the credit facilities provided for herein where to do so would prevent or limit\nthe making of a Loan; or\n\n(d) exercise any right of setoff or counterclaim in respect of any Loan where to do so would prevent or limit the making of a Loan;\n\nprovided that immediately upon the expiry of the Certain Funds Period, all such rights, remedies and\nentitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or available\nfor use during the Certain Funds Period.\n\n42\n\nArticle\nV.\n\nREPRESENTATIONS AND WARRANTIES\n\nThe\nBorrower represents and warrants to the Administrative Agent and the Lenders on the date hereof and as of each Funding Date (including,\nfor the avoidance of doubt, the Closing Date) (it being understood that the accuracy of the representations are not a condition precedent\nto any Borrowing except as set forth in Article IV) that:\n\n**5.01 Organization; Powers**. Each of the Borrower and its Significant Subsidiaries is duly organized\nand validly existing. Each of the Borrower and its Significant Subsidiaries (i) is, to the extent the concept is applicable in such jurisdiction,\nin good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business\nas now conducted and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is\nrequired, except, in the case of clauses (i) (other than with respect to the Borrower) and (iii), where the failure to do so, individually\nor in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. None of the Borrower and its Significant\nSubsidiaries is an EEA Financial Institution.\n\n**5.02 Authorization; Enforceability**. The Transactions are within the Borrower’s corporate or\nother organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, equity\nholder action. The Borrower has duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents\nconstitute its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,\nreorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless\nof whether considered in a proceeding in equity or at law.\n\n**5.03 Governmental Approvals; No Conflicts**. The Transactions (a) do not require any consent or approval\nof, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and\nare in full force and effect and (ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain\nor make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a\nMaterial Adverse Effect, will not violate any Applicable Law or regulation or any order of any Governmental Authority, (c) will not violate\nany charter, by-laws or other organizational document of the Borrower or any of its Significant Subsidiaries and (d) except as could\nnot reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement\nor other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Significant\nSubsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Significant\nSubsidiaries.\n\n**5.04 Financial Condition; No Material Adverse Change**.\n\n(a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders\nequity and cash flows (i) as of and for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023 in each case,\naudited by PricewaterhouseCoopers LLP, independent public accountants and (ii) as of and for the fiscal quarter ended March 31, 2026.\nSuch financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of\nthe Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments\nin the case of the unaudited financial statements referred to in clause (ii) above and the absence of footnotes in the case of the unaudited\nand draft financial statements referred to in clauses (i) and (ii) above.\n\n(b) Since December 31, 2025, no event, development or circumstance exists or has occurred that has had or could reasonably be expected\nto have a Material Adverse Effect.\n\n43\n\n**5.05 [Reserved].**\n\n**5.06 Litigation Matters**. There are no actions, suits or proceedings by or before any arbitrator or\nGovernmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower\nor any of its Significant Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material\nAdverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions.\n\n**5.07 Compliance with Laws and Agreements**. Each of the Borrower and its Significant Subsidiaries is\nin compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures,\nagreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate,\ncould not reasonably be expected to result in a Material Adverse Effect.\n\n**5.08 Investment Company Status**. None of the Borrower or any Significant Subsidiary is or is required\nto be registered as an “investment company” under the Investment Company Act of 1940.\n\n**5.09 Margin Stock**. None of the Borrower or any Significant Subsidiary is engaged in the business\nof purchasing or carrying, or extending credit for the purpose of purchasing or carrying, margin stock (within the meaning of Regulation\nU issued by the FRB), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for\nthe purpose of purchasing or carrying any margin stock, in each case, in violation of Regulation U or Regulation X issued by the FRB\nand all official rulings and interpretations thereunder or thereof.\n\n**5.10 Taxes**. Except as could not reasonably be expected to result in a Material Adverse Effect, (i)\neach of the Borrower and its Significant Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to\nhave been filed with respect to income, properties or operations of the Borrower and its Significant Subsidiaries, (ii) such returns\naccurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries as a whole for the periods covered\nthereby and (iii) each of the Borrower and its Significant Subsidiaries has paid or caused to be paid all Taxes required to have been\npaid by it, except Taxes that are being contested in good faith by appropriate proceedings diligently conducted and, to the extent required\nby GAAP, for which the Borrower or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves in accordance\nwith GAAP.\n\n**5.11 ERISA**.\n\n(a) Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including without limitation the\nCode provisions compliance with which is necessary for any intended favorable tax treatment) and all other Applicable Laws and regulations,\nexcept where any failure to comply could not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each related\ntrust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from\nthe IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes\nor is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since\nthe date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing\nhas occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely\naffect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, other than as could not, individually or\nin the aggregate, reasonably be expected to result in a Material Adverse Effect.\n\n(b) There exists no Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to result in a\nMaterial Adverse Effect.\n\n(c) None of the Borrower, any Significant Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions,\nor has within any of the five calendar years immediately preceding the date this representation is given or deemed given, made or accrued\nan obligation to make contributions to any Multiemployer Plan.\n\n44\n\n(d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the\nknowledge of the Borrower, any Significant Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted\nsuccessfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result\nin a Material Adverse Effect.\n\n(e) The Borrower, its Significant Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and Multiemployer\nPlan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively,\nor any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually\nor in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.\n\n(f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization\nperiod, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Significant Subsidiary, and any\nERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn\nas a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan\nsubject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Significant Subsidiary or any ERISA Affiliate\nhave incurred or reasonably expect to incur any liability to PBGC except as could not reasonably be expected to result in material liability,\nexcept for any liability for premiums due in the ordinary course or other liability which could not reasonably be expected to result\nin material liability, and no lien imposed under the Code or ERISA on the assets of the Borrower or any Significant Subsidiary or any\nERISA Affiliate exists or, to the knowledge of the Borrower, is likely to arise on account of any Plan. None of the Borrower, any Significant\nSubsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.\n\n(g) Each non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all Applicable Laws,\nstatutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities,\nexcept as could not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect\nto a non-U.S. Plan have been timely made, except as could not reasonably be expected to result in a Material Adverse Effect. Neither\nthe Borrower nor any of its Significant Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal\nfrom, any non-U.S. Plan, except as could not reasonably be expected to result in a Material Adverse Effect. The present value of the\naccrued benefit liabilities (whether or not vested) under each non-U.S. Plan, determined as of the end of the Borrower’s most recently\nended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets\nof such non-U.S. Plan allocable to such benefit liabilities, except as could not reasonably be expected to result in a Material Adverse\nEffect.\n\n(h) The Borrower represents and warrants as of the Effective Date that the assets of the Borrower involved in the transactions contemplated\nby this Agreement do not constitute “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section\n3(42) of ERISA) of one or more Benefit Plans.\n\n**5.12 Disclosure**. As of the Effective Date, all written information and data provided in formal presentations\nor in any meeting with Lenders (other than any projected financial information and other forward-looking information and other than information\nof a general economic or industry specific nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender\nin connection with the negotiation of this Agreement or delivered hereunder, (with respect to information relating to the Target prior\nto the Closing Date, to the Borrower’s knowledge), as modified or supplemented by other information so furnished and when taken\nas a whole, together with the information in the Borrower’s public filings with the SEC and the Target’s filings with the\nCompany Register (*Unternehmensregister*) and the Federal Gazette\n(*Bundesanzeiger*) made prior to the Effective Date, does not contain\nany material misstatement of fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances\nunder which they were made, not materially misleading; *provided*\nthat, with respect to any projected financial information, the Borrower represents only that such information was prepared in good faith\nbased upon assumptions believed to be reasonable at the time furnished (it being understood that such projected financial information\nis subject to significant uncertainties and contingencies, any of which are beyond the Borrower’s control, that no assurance can\nbe given that any particular projections will be realized and that actual results during the period or periods covered by any such projected\nfinancial information may differ significantly from the projected results and such differences may be material).\n\n45\n\n**5.13 [Reserved].**\n\n**5.14 Solvency**. As of the Closing Date, the Borrower and the Significant Subsidiaries, taken as a\nwhole, are, and after giving effect to the incurrence of any Indebtedness and obligations being incurred in connection herewith will\nbe, Solvent.\n\n**5.15 Anti-Terrorism Laws**.\n\n(a) To the extent applicable, neither the Borrower nor any of its Subsidiaries is in violation of any legal requirement relating to\nU.S. economic sanctions or any laws with respect to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing\neffective September 24, 2001 (the “Executive Order”),\nthe PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act to the extent applicable and the laws administered by the United\nStates Treasury Department’s Office of Foreign Assets Control (each as from time to time in effect) (collectively, “Anti-Terrorism\nLaws”).\n\n(b) None of (w) the Borrower, any of its Subsidiaries, or any of the Borrower’s directors or officers, or (x) to the knowledge\nof the Borrower, any of the directors or officers of any of the Borrower’s Subsidiaries, or (y) to the knowledge of the Borrower,\nany of the employees of the Borrower or its Subsidiaries, or (z) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary\nthat will act in any capacity in connection with or benefit from the credit facility established hereby, is any of the following:\n\n(i) a\nPerson that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;\n\n(ii) a\nPerson owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the\nprovisions of, the Executive Order;\n\n(iii) a\nPerson with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;\n\n(iv) a\nPerson that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or\n\n(v) a\nSanctioned Country or a Sanctioned Person.\n\n(c) Neither the Borrower nor any of its Subsidiaries (i) conducts any business with, or engages in making or receiving any contribution\nof funds, goods or services to or for the benefit of, a Person described in Section\n5.15(b)(i)-(v) above, except as permitted under U.S. law, (ii) deals in, or otherwise engages in any transaction relating\nto, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any\ntransaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth\nin any applicable Anti-Terrorism Law. Neither the Borrower nor its Subsidiaries nor (x) any of the Borrower’s directors or officers\nor (y) to the Borrower’s knowledge, any of the directors or officers of any of the Borrower’s Subsidiaries or any Affiliate,\nemployee, agent or representative of the Borrower or any of its Subsidiaries has with respect to the business of the Borrower or its\nSubsidiaries taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving\nof money, property, gifts or anything else of value, directly or indirectly, to any person while knowing that all or some portion of\nthe money or value will be offered, given, or promised to anyone to improperly influence official action, to obtain or retain business\nor otherwise to secure any improper advantage, in each case in violation in any material respect of any applicable Anti-Corruption Law.\n\n(d) The Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of the Loans or otherwise make available\nsuch proceeds to any Person described in Section 5.15(b)(i)-(v)\nabove, for the purpose of financing the activities of any Person described in Section\n5.15(b)(i)-(v) above or in any other manner that would\nviolate any Anti-Terrorism Laws or applicable Sanctions.\n\n46\n\n(e) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its\nSubsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, applicable Anti-Corruption\nLaws and applicable Sanctions, and the Borrower, its Subsidiaries and the officers and directors of the Borrower and, to the knowledge\nof the Borrower, each of the officers and directors of any of the Borrower’s Subsidiaries and each of the employees and agents\nof the Borrower and its Subsidiaries, are in compliance with applicable Anti-Terrorism Laws, applicable Anti-Corruption Laws and applicable\nSanctions with respect to the business of the Borrower or its Subsidiaries.\n\n(f) No action, suit or proceeding is pending or, to the knowledge of the Borrower, threatened in writing, by or before any court or\ngovernmental or regulatory authorities or any arbitrator against the Borrower or any of its Subsidiaries for its or their violation in\nany material respect of applicable Anti-Corruption Laws or applicable Anti-Terrorism Laws.\n\n**5.16 Offer**. The Offer Document (a) contains all of the terms of the Offer and (b) complies in all\nmaterial respects with the requirements of the German Takeover Code.\n\n**5.17 Beneficial Ownership Certification**. As of the Effective Date, the information included in the\nBeneficial Ownership Certification, if applicable, is true and correct in all material respects.\n\nArticle\nVI.\n\nAFFIRMATIVE COVENANTS\n\nSo\nlong as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,\nthe Borrower covenants and agrees with the Lenders that:\n\n**6.01 Financial Statements; Ratings Change and Other Information**. The Borrower will furnish to the\nAdministrative Agent (for distribution to each Lender):\n\n(a) commencing with the fiscal year ending December 31, 2026, within 90 days after each fiscal year end of the Borrower, its audited\nconsolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such\nyear, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers\nLLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification\nor exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any\nqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in\nall material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated\nbasis in accordance with GAAP consistently applied;\n\n(b) commencing with the fiscal quarter ended June 30, 2026, within 45 days after the end of each of the first three fiscal quarters\nof each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity\nand cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case\nin comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the\nprevious fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition\nand results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently\napplied, subject to normal year-end audit adjustments and the absence of footnotes;\n\n(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial\nOfficer of the Borrower in substantially the form of Exhibit D\nattached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred\nand is continuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto,\n(ii) setting forth reasonably detailed calculations demonstrating compliance with Section\n7.05 as of the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered\nand (iii) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred\nto in Section 5.04 had an impact on such financial statements,\nspecifying the effect of such change on the financial statements accompanying such certificate;\n\n47\n\n(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials\nfiled by the Borrower or any Significant Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions\nof said Commission, or with any national securities exchange, as the case may be, in each case that is not otherwise required to be delivered\nto the Administrative Agent pursuant hereto; *provided* that such\ninformation shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website\non the Internet on any investor relations page at http://www.uber.com (or any successor page) or at http://www.sec.gov;\n\n(e) promptly after any of Moody’s, S&P or Fitch shall have announced a change in the Debt Rating, written notice of such\nrating change; and\n\n(f) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations,\nbusiness affairs and financial condition of the Borrower or any Significant Subsidiary, or compliance with the terms of this Agreement\nor any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.\n\nInformation\nrequired to be delivered pursuant to Section 6.01(a), Section\n6.01(b) or Section 6.01(d) may be delivered electronically\nand if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such information, or provides\na link thereto on the Borrower’s website on the Internet on any investor relations page at http://www.uber.com (or any successor\npage) or at http://www.sec.gov; or (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet\nwebsite, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website\nor whether sponsored by the Administrative Agent).\n\n**6.02 Notices of Default**. Promptly after a Responsible Officer of the Borrower obtains knowledge of\nthe occurrence of any Default, the Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt written\nnotice of the occurrence of such Default.\n\n**6.03 Existence; Conduct of Business**. The Borrower will, and will cause each of its Material Subsidiaries\nto, do or cause to be done all things to preserve, renew and keep in full force and effect its legal existence and the rights, licenses,\npermits, privileges and franchises material to the conduct of its business; *provided*that (i) the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited by Section\n7.03, and (ii) none of the Borrower or any of its Material Subsidiaries shall be required to preserve, renew or keep in full\nforce and effect its rights, licenses, permits, privileges or franchises where failure to do so could not reasonably be expected to result\nin a Material Adverse Effect.\n\n**6.04 Payment of Taxes** . The Borrower will, and will cause each of its Material Subsidiaries to, pay\nall Tax liabilities, including all Taxes imposed upon it or each such Material Subsidiary, or its and their respective income, profits,\nproperties or operations that, if unpaid, could reasonably be expected to result in a Material Adverse Effect, before the same shall\nbecome delinquent or in default, except where the validity or amount thereof is being contested in good faith by appropriate proceedings\ndiligently conducted and to the extent required by GAAP, the Borrower or such Material Subsidiary has set aside on its books adequate\nreserves with respect thereto in accordance with GAAP.\n\n**6.05 [Reserved].**\n\n48\n\n**6.06 Books and Records; Inspection Rights**. The Borrower will, and will cause each of its Material\nSubsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and\nare sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Material Subsidiaries\nto, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative\nAgent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to\nthe extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and independent accountants (*provided*that the Borrower or such Material Subsidiary shall be afforded the opportunity to participate in any discussions with such\nindependent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event\nof Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Material Subsidiaries\nshall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information\nor other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure\nto the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract\nlegally binding on the Borrower or its Material Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes\nattorney work-product.\n\n**6.07 [Reserved].**\n\n**6.08 Compliance with Laws and Agreements**. The Borrower will, and will cause each of its Material\nSubsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and\nall indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or\nin the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and use\nreasonable measures to enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective\ndirectors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Terrorism Laws and applicable Sanctions.\n\n**6.09 Use of Proceeds**. The Borrower shall on-lend the proceeds of the Loans to Bidco and ensure Bidco\nwill use such proceeds to finance the Transactions and any obligations of it or the Borrower in connection with the Asset Purchaser Transaction\n(as defined in the Business Combination Agreement). The proceeds of the Loans made (i) on the Closing Date shall only be used to fund\nthe acquisition of the Target’s shares pursuant to the terms of the Offer and to fund the obligations of Bidco or the Borrower\nin connection with the Asset Purchaser Transaction (as defined in the Business Combination Agreement), the repayment of outstanding Indebtedness\nof the Target and the costs and expenses in connection therewith, and (ii) subsequent to the Closing Date shall only be used to fund\nthe repurchase of the Target’s Convertible Notes and the costs and expense in connection therewith. No part of the proceeds of\nany Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the FRB,\nincluding Regulations T, U and X.\n\n**6.10 The Offer and Related Matters**.\n\n(a) The Borrower shall cause Bidco to conduct the Offer in accordance with, and otherwise comply in all material respects with, the\nGerman Takeover Code and all other applicable laws and regulations relating to the Offer.\n\n(b) The Borrower shall ensure that Bidco does not amend, modify, or waive any term of the Offer Document in any material respect without\nthe prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Arrangers (other than any\nsuch amendment, modification or waiver or consent that is not materially adverse to the interest of the Arrangers or the Lenders, taken\nas a whole), provided that no such consent shall be required for any amendment, modification or waiver requested by BaFin.\n\n(c) The Borrower shall keep the Administrative Agent reasonably informed as to any event or circumstance which may cause the Offer\nto lapse and, promptly upon request, details of the current level of acceptances of the Offer of which it is aware.\n\n**6.11 Beneficial Ownership Regulations**. Promptly following any request therefor, the Borrower will\nuse commercially reasonable efforts to provide information and documentation reasonably requested by the Administrative Agent or any\nLender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including,\nwithout limitation, the PATRIOT Act and the Beneficial Ownership Regulation.\n\n49\n\nArticle\nVII.\n\nNEGATIVE COVENANTS\n\nSo\nlong as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,\nthe Borrower covenants and agrees with the Lenders that:\n\n**7.01 Subsidiary Indebtedness**.\n\n(a) The Borrower will not permit any of its Material Subsidiaries to create, assume, incur, Guarantee or otherwise become liable for\nany Indebtedness (any such Indebtedness or Guarantee, “Subsidiary Debt”),\nwithout Guaranteeing the payment of the Obligations on an unsecured unsubordinated basis until such time as such Subsidiary Debt is no\nlonger outstanding.\n\n(b) Section 7.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary\nDebt constituting:\n\n(i) Indebtedness of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Material Subsidiary\nor otherwise acquired by any Material Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of\nsuch Person (or a division thereof) as an entirety or substantially as an entirety to any Material Subsidiary and is assumed by such\nSubsidiary; *provided*that such Indebtedness or Guarantee was not\nincurred in contemplation thereof and is not Guaranteed by any other Material Subsidiary (other than any Guarantee existing at the time\nof such merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof);\n\n(ii) Indebtedness\nof or Guarantee by a Person existing at the time such Person becomes a Material Subsidiary; provided\nthat any such Indebtedness or Guarantee was not incurred in contemplation thereof;\n\n(iii) Indebtedness owed to or Guarantee in favor of the Borrower or any Subsidiary;\n\n(iv) Indebtedness or Guarantees in respect of netting services, business credit or debit card programs, purchase cards, overdraft protection\nand other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of\nfunds or other fund transfer or payment processing services;\n\n(v) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument\ndrawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness or Guarantee is extinguished\nwithin five Business Days of its incurrence;\n\n(vi) reimbursement obligations incurred in the ordinary course of business;\n\n(vii) advances and deposits received in the ordinary course of business;\n\n(viii) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation claims, payment obligations in connection with\nhealth or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations,\n(b) in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply\nagreements, (c) under any Swap Contracts and (d) in respect of guarantees, warranty or contractual service obligations, indemnity, bid,\nperformance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes\nor to secure any Indebtedness or Guarantee or other obligations referred to in clauses (i) through (vii) or this clause (viii), payment\n(other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof)\nin the ordinary course of business;\n\n50\n\n(ix) Indebtedness constituting Capital Lease Obligations, equipment leases and Purchase Money Indebtedness of the Borrower or Material\nSubsidiary; provided that the aggregate principal amount of Indebtedness pursuant to this clause (ix) secured by real property shall\nnot exceed $1,000,000,000 at any time outstanding; or\n\n(x) Indebtedness or Guarantees outstanding on the date of this Agreement and any extension, renewal, replacement, refinancing or refunding\nof any Indebtedness or Guarantees existing on the date of this Agreement or referred to in clauses (i), (ii) and (ix); provided that\nany Indebtedness or Guarantees incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity,\nretirement or other repayment or prepayment of the Indebtedness or Guarantee referred to in this clause or clauses (i) and (ii) above\nand the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance or refund shall not exceed\nthe principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including\ntender premiums) or other reasonable amounts payable, plus the amount of fees, expenses, commissions, discounts and other costs incurred,\nin connection with any such extension, renewal, replacement, refinancing or refunding.\n\nNotwithstanding Sections\n7.01(a) and (b), any Material Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject\nto the restrictions set forth in Section 7.01(a), without Guaranteeing\nthe payment of the Obligations, if after giving effect thereto, the Aggregate Debt does not exceed an amount equal to the greater of\n(i) $7,500,000,000 and (ii) 15.0% of Consolidated Total Assets. Any Material Subsidiary also may, without Guaranteeing the payment of\nthe Obligations, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; *provided*that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the\nmaturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded\nand the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal\namount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums)\nor other reasonable amounts payable, plus the amount of fees, expenses, commissions, discounts and other costs incurred, in connection\nwith any such extension, renewal, replacement, refinancing or refunding.\n\n**7.02 Liens**.\n\n(a) The Borrower will not, and will not permit any of its Material Subsidiaries, to enter into, create, incur or assume any Lien on\nany Principal Property, whether now owned or hereafter acquired, in order to secure any Indebtedness, without effectively providing that\nthe Obligations shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except:\n\n(i) Liens existing as of the Effective Date;\n\n(ii) Liens granted after the Effective Date created in favor of the Administrative Agent and the Lenders securing the Obligations;\n\n(iii) Liens created in substitution of, or as replacements for, any Liens described in clauses (1) and (2) above; *provided*that based on a good faith determination of one of the Borrower’s Financial Officers, the Principal Property encumbered\nunder any such substitute or replacement Lien is substantially similar in nature to the Principal Property encumbered by the otherwise\nPermitted Lien which is being replaced; and\n\n(iv) Permitted Liens.\n\n(b)\nNotwithstanding Section 7.02(a), the Borrower or any Material\nSubsidiary may, without equally and ratably securing the Obligations, create or incur Liens which would otherwise be subject to the restrictions\nset forth in Section 7.02(a) if after giving effect thereto, the\nAggregate Debt does not exceed an amount equal to the greater of (i) $7,500,000,000 and (ii) 15.0% of Consolidated Total Assets. The\nBorrower or any Material Subsidiary also may, without equally and ratably securing the Obligations, create or incur Liens that extend,\nrenew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien\npermitted pursuant to the preceding sentence.\n\n51\n\n**7.03 Fundamental Changes**. The Borrower will not (x) merge into or consolidate with any other Person,\nor permit any other Person to merge into or consolidate with it, (y) sell, transfer, lease, or otherwise dispose of (in one transaction\nor in a series of related transactions) all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole\n(in each case, whether now owned or hereafter acquired) to another Person or (z) liquidate or dissolve, except in each case that, if\nat the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, any Subsidiary or any\nother Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation.\n\n**7.04 Use of Proceeds**. The Borrower will not request any Borrowing, and the Borrower shall not use,\nand shall procure that its Subsidiaries shall not use, the proceeds of any Loan (a) in furtherance of an offer, payment, promise to pay,\nor authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any applicable\nAnti-Corruption Laws, (b) in violation of any Anti-Terrorism Law, (c) for the purpose of funding, financing or facilitating any activities,\nbusiness or transaction of or with any Person, or in any country or territory that, at the time of such funding, financing or facilitating,\nis, or whose government is, a Sanctioned Person or Sanctioned Country, in violation of Sanctions or (d) in any manner that would result\nin the violation of any Sanctions applicable to any party hereto.\n\n**7.05 Financial Covenant**. The Borrower will not permit the ratio, determined as of the end of each\nof its fiscal quarters ending after the Closing Date, of (x) Consolidated Adjusted EBITDA to (y) Consolidated Interest Expense, for any\nMeasurement Period ended on such date, to be less than 3.00:1.00.\n\nArticle\nVIII.\n\nEVENTS OF DEFAULT AND REMEDIES\n\n**8.01 Events of Default**. Any of the following shall constitute an event of default (each, an “Event\nof Default”):\n\n(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein and in the currency required hereunder,\nany amount of principal of any Loan, or (ii) within five Business Days after the same becomes due, any interest on any Loan, any fee\ndue hereunder or any other amount payable hereunder or under any other Loan Document; or\n\n(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section\n6.02, Section 6.03 (solely with respect to the Borrower’s\nexistence), Section 6.09, Section\n6.11 or Article VII; or\n\n(c) Other Defaults. The Borrower or any Material Subsidiary fails to perform or observe any other covenant or agreement (not\nspecified in subsection (a) or (b)\nabove) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after\nnotice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); or\n\n(d) Representations and Warranties. Any representation or warranty made or deemed made (pursuant to the express terms herein)\nby or on behalf of the Borrower or any Significant Subsidiary herein, in any other Loan Document, or in any certification delivered in\nconnection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or\n\n(e) Cross-Default. The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity,\nrequired prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness\nhereunder and Indebtedness or Guarantee under Swap Contracts) having an aggregate principal amount (including undrawn committed or available\namounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold\nAmount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained\nin any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other\nevent is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or\na trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,\nsuch Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or\nan offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become\npayable or cash collateral in respect thereof to be demanded; that this clause (e) shall not apply to (w) any requirement to, or any\noffer to, repurchase, prepay or redeem Indebtedness of a Person acquired in an acquisition permitted hereunder, to the extent such offer\nis required as a result of, or in connection with, such acquisition, (x) secured Indebtedness that becomes due as a result of the voluntary\nsale or transfer of the property or assets securing such Indebtedness, or (y) any event or condition giving rise to any redemption, repurchase,\nconversion or settlement (or right to redeem, require repurchase, convert or settle) with respect to any Convertible Notes or other convertible\ndebt instrument (including any termination of any related Swap Contracts) pursuant to its terms unless such redemption, repurchase, conversion\nor settlement results from a default thereunder or an event of the type that constitutes an Event of Default; or\n\n52\n\n(f) Insolvency Proceedings, Etc. The Borrower or any of its Material Subsidiaries (other than any Material Subsidiary incorporated\nin Germany) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit\nof creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator\nor similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,\nrehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged\nor unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material\npart of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or\nan order for relief is entered in any such proceeding; or any Material Subsidiary incorporated in Germany files for any of the reasons\nset out in Sections 17 through 19 (inclusive) of the German Insolvenzordnung for insolvency (*Antrag\nauf Eröffnung eines Insolvenzverfahrens*) or the board of directors of any such Material Subsidiary is required by law\nto file for insolvency or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or the competent\ncourt institutes insolvency proceedings against any such Material Subsidiary (*Eröffnung\ndes Insolvenzverfahrens*); or\n\n(g) Inability\nto Pay Debts; Attachment. The Borrower or any Significant Subsidiary admits in writing its inability or fails generally to\npay its debts as they become due; or\n\n(h) Judgments. There is entered against the Borrower or any Material Subsidiary one or more final judgments or orders for the\npayment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or\ncovered by (a) independent third-party insurance as to which the insurer has not disputed coverage, (b) escrow funds held for the benefit\nof the Borrower or any Material Subsidiary as to which the applicable trustee has not disputed the availability of such funds for the\nBorrower or such Material Subsidiary in connection with such judgment or (c) contractual indemnification in favor of the Borrower or\nsuch Material Subsidiary from third parties that have not disputed responsibility in writing), and (i) enforcement proceedings are commenced\nby any creditor upon such judgment or order (other than the filing of a judgment lien), or (ii) there is a period of 60 consecutive days\nduring which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or\n\n(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan which, when taken together with all other ERISA Events,\nhas resulted or could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower, any Significant Subsidiary\nor any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect\nto its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which has resulted or could reasonably be expected\nto result in a Material Adverse Effect.\n\n(j) Change of Control. (i) There occurs any Change of Control or (ii) the Borrower ceases to own, directly or indirectly,\n100% of the Equity Interests of Bidco.\n\n**8.02 Remedies Upon Event of Default**. If any Event of Default occurs and is continuing, the Administrative\nAgent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:\n\n53\n\n(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligations shall be terminated;\n\n(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing\nor payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other\nnotice of any kind, all of which are hereby expressly waived by the Borrower;\n\n(c) [reserved]; and\n\n(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;\n\nprovided,\nhowever, that upon the occurrence of an event described in Section\n8.01(f), the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all\noutstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further\nact of the Administrative Agent or any Lender.\n\n**8.03 Application of Funds**. After the exercise of remedies provided for in Section\n8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section\n8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section\n2.17, be applied by the Administrative Agent in the following order:\n\nFirst,\nto payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and\ndisbursements of counsel to the Administrative Agent and amounts payable under Article\nIII) payable to the Administrative Agent in its capacity as such;\n\nSecond,\nto payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable\nto the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article\nIII), ratably among them in proportion to the respective amounts described in this clause\nSecond payable to them;\n\nThird,\nto payment of that portion of the Obligations constituting interest on the Loans and other Obligations, ratably among the Lenders in\nproportion to the respective amounts described in this clause Third\npayable to them;\n\nFourth,\nto payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to\nthe respective amounts described in this clause Fourth held by\nthem; and\n\nLast,\nthe balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.\n\nArticle\nIX.\n\nADMINISTRATIVE AGENT\n\n**9.01 Appointment and Authority**. Each of the Lenders hereby irrevocably appoints Morgan Stanley to\nact on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to\ntake such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,\ntogether with such actions and powers as are reasonably incidental thereto. The provisions of this Article\nIX are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third\nparty beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any\nother Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary\nor other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter\nof market custom, and is intended to create or reflect only an administrative relationship between contracting parties.\n\n54\n\n**9.02 Rights as a Lender**. The Person serving as the Administrative Agent hereunder shall have the\nsame 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\nAgent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise\nrequires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates\nmay accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally\nengage in any kind of banking, trust, financial, advisory, underwriting or other business with the Borrower or other Affiliate thereof\nas if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice\nor consent of the Lenders with respect thereto.\n\n**9.03 Exculpatory Provisions**.\n\n(a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set\nforth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality\nof the foregoing, the Administrative Agent or any of its Affiliates, and each of the foregoing’s respective officers, partners,\ndirectors, employees or agents:\n\n(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;\n\n(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and\npowers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed\nin writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in\nthe other Loan Documents); *provided*that, the Administrative Agent\nmay seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from\nacting until such clarification or direction has been provided; *provided\nfurther* that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its\ncounsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the\navoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture,\nmodification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and\n\n(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable\nfor the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by\nthe Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity.\n\n(b) The Administrative Agent shall not be liable for any action taken or not taken by it or any of its Affiliates, and each of the\nforegoing’s respective officers, partners, directors, employees or agents (i) with the consent or at the request of the Required\nLenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good\nfaith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02), or (ii) in the absence of its own gross\nnegligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative\nAgent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative\nAgent in writing by the Borrower or a Lender.\n\n(c) The\nAdministrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation\nmade in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document\ndelivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,\nagreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,\neffectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the\nsatisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required\nto be delivered to the Administrative Agent.\n\n55\n\n(d) The Administrative Agent shall not be required to (i) qualify in any jurisdiction in which it is not presently qualified to perform\nits obligations as the Administrative Agent, (ii) expend or risk its own funds or provide indemnities in the performance of any of its\nduties hereunder or the exercise of any of its rights or powers, or (iii) otherwise incur any financial liability in the performance\nof its duties hereunder or the exercise of any of its rights or powers, except for such expense, indemnity or liability, if any, arising\nout of the Administrative Agent’s gross negligence or willful misconduct in the performance of its duties hereunder or under any\nother Loan Document, as determined in a final and non-appealable judgment of a court of competent jurisdiction.\n\n(e) The parties hereto acknowledge that the Administrative Agent, together with its respective affiliated companies (collectively,\nthe “MS Group”), is a member of a global financial\nservices firm engaged in the securities, investment management, credit services businesses and individual wealth management businesses\ninvolving, without limitation, the provision of securities underwriting, hedging, trading, brokerage activities, foreign exchange, commodities\nand derivatives trading, as well as providing investment banking, financing and financial advisory services. As a result, members of\nthe MS Group and their respective Related Parties may also at any time (i) invest on a principal basis or manage funds that invest on\na principal basis, in the loans or debt or equity securities of the Borrower or any other company that may be involved in any of the\ntransactions contemplated herein, or in any currency, commodity or instrument that may be involved in any of the transactions contemplated\nherein, or in any related derivative instrument, (ii) carry out ordinary course investment and wealth management or brokerage activities\nfor the Borrower or any other company (or their respective Related Parties) that may be involved in any of the transactions contemplated\nherein, and (iii) perform various investment banking, commercial banking and financial advisory services for other clients and customers\nwho may have conflicting interests with respect to the Borrower and its Related Parties. The parties hereto therefore acknowledge that\n(i) in the course of such activities and relationships, one or more members of the MS Group, other than the Administrative Agent performing\nits duties and responsibilities expressly set forth in this Agreement, may acquire information about the Borrower, its Related Parties\nor other entities and persons which may be the subject of any transaction contemplated hereunder, and (ii) any such member of the MS\nGroup is acting in its respective capacity (including, without limitation, as investment manager, hedge counterparty, financial advisor,\nLender or Arranger), which are separate from and independent of the function and duties of the Administrative Agent. The Lenders party\nhereto further acknowledge that no other member of the MS Group (or the Administrative Agent to the extent it receives any such information\nfrom another member of the MS Group) shall have any obligation to disclose (or any liability for failing to disclose) such information,\nor the fact that any of them are in possession of such information, to any Lender or to use such information on behalf of any of them.\n\n**9.04 Reliance by Administrative Agent**. The Administrative Agent shall be entitled to rely upon, and\nshall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing\n(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have\nbeen signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to\nit 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.\nIn determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction\nof a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent\nshall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with\nlegal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable\nfor any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.\n\n**9.05 Delegation of Duties**. The Administrative Agent may perform any and all of its duties and exercise\nits rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative\nAgent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or\nthrough their respective Related Parties. The exculpatory provisions of this Article\nIX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall\napply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities\nas Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except\nto the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent\nacted with gross negligence or willful misconduct in the selection of such sub-agents.\n\n56\n\n**9.06 Resignation of Administrative Agent.**\n\n(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such\nnotice of resignation, the Required Lenders shall have the right, with the written consent of the Borrower (not to be unreasonably withheld\nor delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with\nan office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such\nappointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall\nbe agreed by the Required Lenders) (the “Resignation Effective Date”),\nthen the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint, with the written consent\nof the Borrower (not to be unreasonably withheld or delayed), a successor Administrative Agent meeting the qualifications set forth above,\nprovided that in no event shall any such successor Administrative\nAgent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with\nsuch notice on the Resignation Effective Date.\n\n(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause\n(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to\nthe Borrower and such Person remove such Person as Administrative Agent and, with the written consent of the Borrower (not to be unreasonably\nwithheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted\nsuch appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal\nEffective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal\nEffective Date.\n\n(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative\nAgent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity\npayments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations\nprovided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time,\nif any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s\nappointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges\nand duties of the retiring (or removed) Administrative Agent (other than as provided in Section\n3.01(j) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent\nas of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent\nshall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom\nas provided above in this Section 9.06). The fees payable by the\nBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the\nBorrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the\nother Loan Documents, the provisions of this Article IX and Section 10.04\nshall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective\nRelated Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative\nAgent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any\ncapacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency\nto any successor Administrative Agent.\n\n**9.07 Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders**. Each Lender expressly\nacknowledges that neither the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by\nthe Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the\naffairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative\nAgent or the Arrangers to any Lender as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material\ninformation in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers\nthat it has, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their Related\nParties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and\ninvestigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower\nand its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its\nown decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will,\nindependently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their Related Parties and\nbased on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals\nand decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or\nany document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business,\nprospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each Lender represents and warrants\nthat (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding\ncommercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding\ncommercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing,\nacquiring or holding any other type of financial instrument such as a security, and each Lender agrees not to assert a claim in contravention\nof the foregoing, such as a claim under United States Federal or state securities Laws. Each Lender represents and warrants that it is\nsophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein,\nas may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or\nhold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans\nor providing such other facilities.\n\n57\n\n**9.08 No Other Duties, Etc.** Anything herein to the contrary notwithstanding, none of the Bookrunners,\nArrangers, or Syndication Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement\nor any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.\n\n**9.09 Administrative Agent May File Proofs of Claim**. In case of the pendency of any proceeding under\nany Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the\nprincipal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the\nAdministrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding\nor otherwise,\n\n(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\nother Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims\nof the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances\nof the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative\nAgent under Sections 2.09 and 10.04)\nallowed in such judicial proceeding; and\n\n(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;\n\nand any custodian,\nreceiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized\nby each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the\nmaking of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,\ndisbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent\nunder Sections 2.09 and 10.04.\n\nNothing\ncontained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any\nLender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize\nthe Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.\n\n**9.10 [Reserved]**.\n\n58\n\n**9.11 Certain ERISA Matters**.\n\n(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from\nthe date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the\nAdministrative Agent and the Arrangers and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one\nof the following is and will be true:\n\n(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or\nmore Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,\nthe Commitments or this Agreement,\n\n(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined\nby independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company\ngeneral accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38\n(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions\ndetermined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration\nof and performance of the Loans, the Commitments and this Agreement,\n\n(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part\nVI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,\nparticipate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration\nof and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part\nI 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\nwith respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments\nand this Agreement, or\n\n(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent or any Arranger,\neach in its sole discretion, and such Lender.\n\n(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2)\na Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause\n(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,\nfrom the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,\nthe Administrative Agent and the Arrangers and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative\nAgent and each Arranger is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation\nin, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation\nor exercise of any rights by the Administrative Agent or the Arrangers under this Agreement, any Loan Document or any documents related\nhereto or thereto).\n\n**9.12 Recovery of Erroneous Payments.**Without limitation of any other provision in this Agreement,\nif at any time the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation\ndue and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender receiving\na Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such\nLender in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable\nAmount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and\na rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably\nwaives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to\nretain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any\nRescindable Amount. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender\ncomprised, in whole or in part, a Rescindable Amount.\n\n59\n\nArticle\nX.\n\nMISCELLANEOUS\n\n**10.01 Amendments, Etc.** Subject to Section\n3.03 and the last paragraph of this Section 10.01,\nno amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower\ntherefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, as the case may be, and acknowledged\nby the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose\nfor which given; provided, however,\nthat no such amendment, waiver or consent shall:\n\n(a) [reserved];\n\n(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section\n8.02) without the written consent of such Lender;\n\n(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts\ndue to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and\nadversely affected thereby;\n\n(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause\n(iv) of the second proviso to this Section 10.01) any\nfees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely\naffected thereby; provided, however,\nthat only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any\nobligation of the Borrower to pay interest at the Default Rate;\n\n(e) modify Section 2.13 or 8.03\nor any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments, pro\nrata payments or the pro rata sharing of payments otherwise required hereunder, in each case, without the written consent of each Lender\ndirectly and adversely affected thereby;\n\n(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying\nthe number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant\nany consent hereunder, without the written consent of each Lender; or\n\n(g) release the Borrower (from its obligations as a borrower hereunder), except in connection with a merger or consolidation permitted\nunder Section 7.03;\n\nand, provided,\nfurther, that (i) no amendment, waiver or consent shall, unless\nin writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative\nAgent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived,\nin a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any\nright to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires\nthe consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),\nexcept that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not\nbe extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven,\nin each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent\nof all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders\nshall require the consent of such Defaulting Lender.\n\nNotwithstanding\nanything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of\nthe Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a\nparty to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no\nother commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it\nor accrued for its account under this Agreement.\n\n60\n\nNotwithstanding\nany provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,\nmistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and\nexhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to\ncure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further\naction or consent of any other party to this Agreement.\n\n**10.02 Notices; Effectiveness; Electronic Communication.**\n\n(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone\n(and except as provided in clause (b) below), all notices and\nother communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified\nor registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder\nto be given by telephone shall be made to the applicable telephone number, as follows:\n\n(i) if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number\nspecified for such Person on Schedule 10.02; and\n\n(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative\nQuestionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire\nthen in effect for the delivery of notices that may contain material non-public information relating to the Borrower).\n\nNotices and\nother communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been\ngiven when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if\nnot given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business\nDay for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause\n(b) below, shall be effective as provided in such clause (b).\n\n(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic\ncommunication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative\nAgent, provided that the foregoing shall not apply to notices\nto any Lender pursuant to Article II if such Lender has notified\nthe Administrative Agent that it is incapable of receiving notices under such Article\nII by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices\nand other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided\nthat approval of such procedures may be limited to particular notices or communications.\n\nUnless\nthe Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received\nupon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”\nfunction, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet\nor intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in\nthe foregoing clause (i) of notification that such notice\nor communication is available and identifying the website address therefor; provided\nthat, for both clauses (i) and (ii),\nif such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication\nshall be deemed to have been sent at the opening of business on the next business day for the recipient.\n\n(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED\nBELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM\nLIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY\nWARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER\nCODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative\nAgent or any of its Related Parties (collectively, the “Agent Parties”)\nhave any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether\nin tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials\nor notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet except to the\nextent such losses, claims, damages, liabilities or expenses are found to have resulted from the gross negligence or willful misconduct\nof such Agent Party by a final and nonappealable judgment of a court of competent jurisdiction.\n\n61\n\n(d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone\nnumber for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,\nfacsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.\nIn addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record\n(i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications\nmay be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Lender agrees to cause at least one individual at\nor on behalf of such Lender to at all times have selected the “Private Side Information” or similar designation on the content\ndeclaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance\nprocedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that\nare not made available through the “Public Side Information” portion of the Platform and that may contain material non-public\ninformation with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.\n\n(e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act\nupon any notices (including telephonic or electronic notices, Loan Notices and notice of Loan prepayment) purportedly given by or on\nbehalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed\nby any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation\nthereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses,\ncosts, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower\nexcept to the extent resulting from the gross negligence or willful misconduct of such Person as determined by a final and nonappealable\njudgment of a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative\nAgent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.\n\n**10.03 No Waiver; Cumulative Remedies; Enforcement**. No failure by any Lender or the Administrative\nAgent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other\nLoan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder\nor under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or\nprivilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and\nnot exclusive of any rights, remedies, powers and privileges provided by law.\n\nNotwithstanding\nanything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under\nthe other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with\nsuch enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section\n8.02 for the benefit of all the Lenders; provided,\nhowever, that the foregoing shall not prohibit (a) the Administrative\nAgent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)\nhereunder and under the other Loan Documents, (b) [reserved], (c) any Lender from exercising setoff rights in accordance with Section\n10.08 (subject to the terms of Section 2.13), or (d)\nany Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative\nto the Borrower under any Debtor Relief Law; and provided, further,\nthat if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required\nLenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section\n8.02 and (ii) in addition to the matters set forth in clauses\n(c) and (d) of the preceding proviso and subject to\nSection 2.13, any Lender may, with the consent of the Required\nLenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.\n\n62\n\n**10.04 Expenses; Indemnity; Damage Waiver.**\n\n(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the\nAdministrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative\nAgent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery\nand administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof\nor thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [reserved] and (iii) all\nreasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable and documented\nfees, charges and disbursements of one primary firm of counsel for the Administrative Agent or any Lender, taken as a whole (and if reasonably\nnecessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single\nlocal counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Administrative\nAgent or any Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another\nprimary firm of counsel for such affected or similarly affected person (and if reasonably necessary (as determined by such affected person\nin consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), in\nconnection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,\nincluding its rights under this Section 10.04, or (B) in\nconnection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout,\nrestructuring or negotiations in respect of such Loans.\n\n(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each\nLender, each Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)\nagainst, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the\nreasonable and documented fees, charges and disbursements of one primary firm of counsel for all such Indemnitees (and if reasonably\nnecessary (as determined by such Indemnitees in consultation with the Borrower), of a single regulatory counsel and a single local counsel\nin each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Indemnitee affected by such\nconflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected\nor similarly affected Indemnitee (and if reasonably necessary (as determined by such affected Indemnitee in consultation with the Borrower),\nof a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), incurred by any Indemnitee or asserted\nagainst any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution\nor delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without\nlimitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic\nRecord), the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions\ncontemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only,\nthe administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom,\n(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower\nor any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any\nactual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort\nor any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto;\nprovided that such indemnity shall not, as to any Indemnitee,\nbe available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent\njurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such\nIndemnitee, (y) result from a claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another\nIndemnitee (other than against the Arrangers or the Administrative Agent in their capacities as such) or (z) result from a material breach\nby such Indemnitee or one of its controlled Affiliates of its obligations under this Agreement or any other Loan Document (as determined\nby a court of competent jurisdiction by final and nonappealable judgment). Without limiting the provisions of Section\n3.01(c), this Section 10.04(b) shall not apply with\nrespect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.\n\n63\n\n(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required\nunder clauses (a) or (b)\nof this Section 10.04 to be paid by it to the Administrative\nAgent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative\nAgent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share of the Loans of such unpaid\namount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them\nbased on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment\nis sought), provided that the unreimbursed expense or indemnified\nloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or\nany such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent).\nThe obligations of the Lenders under this clause (c) are\nsubject to the provisions of Section 2.12(d).\n\n(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert,\nand the Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of\nliability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection\nwith, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions\ncontemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in clause\n(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials\ndistributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission\nsystems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for\ndirect or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable\njudgment of a court of competent jurisdiction.\n\n(e) Payments. All amounts due under this Section 10.04\nshall be payable not later than ten Business Days after demand therefor.\n\n(f) Survival. The agreements in this Section 10.04 and\nthe indemnity provisions of Section 10.02(e) shall survive\nthe resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,\nsatisfaction or discharge of all the other Obligations.\n\n**10.05 Payments Set Aside**. To the extent that any payment by or on behalf of the Borrower is made to\nthe Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or\nthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or\nrequired (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid\nto a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the\nextent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force\nand 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\nAgent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus\ninterest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight\nRate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders under clause\n(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.\n\n**10.06 Successors and Assigns**.\n\n(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the\nparties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower may assign or otherwise\ntransfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and\nno Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the\nprovisions of subsection (b) of this Section, (ii) by way of participation\nin accordance with the provisions of subsection (d) of this Section,\n(iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection\n(e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in\nthis Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors\nand assigns permitted hereby, Participants to the extent provided in clause\n(d) of this Section 10.06 and, to the extent expressly\ncontemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or\nclaim under or by reason of this Agreement.\n\n64\n\n(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\nunder this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it);\nprovided that any such assignment shall be subject to the following\nconditions:\n\n(i) Minimum Amounts.\n\n(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the\ntime owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal\nat least the amount specified in clause (b)(i)(B) of this Section\n10.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum\namount need be assigned; and\n\n(B) in any case not described in clause (b)(i)(A) of this Section\n10.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable\nCommitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment,\ndetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or,\nif “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless\neach of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents\n(each such consent not to be unreasonably withheld or delayed).\n\n(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning\nLender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned;\n\n(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause\n(b)(i)(B) of this Section 10.06 and, in addition:\n\n(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed, it being understood that withholding consent\nto an assignment to a Person who is not capable of lending to the Borrower in Euros or is not capable of lending to the Borrower in Euros\nwithout the imposition of any Indemnified Taxes is reasonable) shall be required unless (1) after the Certain Funds Period, an Event\nof Default under Section 8.01(a) or (f) (but solely with respect to the Borrower in the case of Section 8.01(f)) has occurred and is\ncontinuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided\nthat after the Certain Funds Period, the Borrower shall be deemed to have consented to any such assignment unless it shall\nobject thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice thereof;\nand\n\n(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments\nto a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.\n\n(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment\nand Assumption, together with a processing and recordation fee in the amount of $3,500; provided,\nhowever, that the Administrative Agent may, in its sole discretion,\nelect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver\nto the Administrative Agent an Administrative Questionnaire.\n\n65\n\n(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates\nor Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would\nconstitute any of the foregoing Persons described in this clause (B),\nor (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one\nor more natural Persons).\n\n(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,\nno such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to\nthe assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof\nas appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating\nactions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously\nrequested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),\nto (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender\nhereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance\nwith its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting\nLender hereunder shall become effective under Applicable Law without compliance with the provisions of this clause (vi), then the assignee\nof such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.\n\n(vii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause\n(c) of this Section 10.06, from and after the effective\ndate specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the\ninterest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning\nLender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under\nthis Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations\nunder this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections\n3.01, 3.04, 3.05,\nand 10.04 with respect to facts and circumstances occurring prior\nto the effective date of such assignment; provided that except\nto the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release\nof any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at\nits expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations\nunder this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender\nof a participation in such rights and obligations in accordance with clause\n(d) of this Section 10.06.\n\n(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain\nat the Administrative Agent’s Office within the United States of America a copy of each Assignment and Assumption delivered to\nit (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the\nCommitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time\nto time (the “Register”). The entries in the Register\nshall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name\nis recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall\nbe available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.\n\n(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent,\nsell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated\nfor the primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates\nor Subsidiaries) (each, a “Participant”) in all or\na portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or\nthe Loans owing to it); provided that (i) such Lender’s\nobligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto\nfor the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal\nsolely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance\nof doubt, each Lender shall be responsible for the indemnity under Section\n10.04(c) without regard to the existence of any participation.\n\n66\n\nAny\nagreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right\nto enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided\nthat such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to\nany amendment, waiver or other modification described in the first proviso to Section\n10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections\n3.01, 3.04 and 3.05,\nsubject to the requirements and limitations therein, including the requirements of Section\n3.01(g), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause\n(b) of this Section 10.06 (it being understood that\nthe documentation required under Section 3.01(g) shall be delivered\nto the Lender who sells the participation); provided that such\nParticipant (A) agrees to be subject to the provisions of Sections 3.06\nand 10.13 as if it were an assignee under clause (b) of this Section\n10.06 and (B) shall not be entitled to receive any greater payment under Sections\n3.01 or 3.04, with respect to any participation, than\nthe Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement\nto receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each\nLender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the\nBorrower to effectuate the provisions of Section 3.06 with respect\nto any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section\n10.08 as though it were a Lender; provided that such\nParticipant agrees to be subject to Section 2.13 as though it\nwere a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,\nmaintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each\nParticipant’s interest in the Loans or other obligations under the Loan Documents (the “Participant\nRegister”); provided that no Lender shall have\nany obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information\nrelating to a Participant’s interest in any commitments, loans, or its other obligations under any Loan Document) to any Person\nexcept to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation\nis in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall\nbe conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the\nowner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,\nthe Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.\n\n(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under\nthis Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure\nobligations to a Federal Reserve Bank; provided that no such pledge\nor assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender\nas a party hereto.\n\n**10.07 Treatment of Certain Information; Confidentiality**. Each of the Administrative Agent and the\nLenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to\nits Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed\nof the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested\nby any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,\nsuch as the National Association of Insurance Commissioners) (in which case such Person will inform the Borrower promptly thereof to\nthe extent reasonably practicable and not prohibited by law, rule or regulation), (c) to the extent required by Applicable Laws or regulations\nor by any subpoena or similar legal process (in which case such Person will inform the Borrower promptly thereof to the extent reasonably\npracticable and not prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of\nany remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document\nor the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those\nof this Section 10.07 and not less protective of the Information\nthan this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and\nobligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section\n10.01, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which\npayments are to be made by reference to any of the Borrower and its obligations, this Agreement or payments hereunder or (iii) to the\nextent required by a potential or actual counterparty, insurer or reinsurer in connection with providing insurance, reinsurance or credit\nrisk mitigation coverage under which payments are to be made or may be made by reference to this Agreement, (g) on a confidential basis\nto (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii)\nthe CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers\nor other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i)\nto the extent such Information (x) becomes publicly available other than as a result of a breach of this Section\n10.07, (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential\nbasis from a source other than the Borrower that is not, to knowledge of the Administrative Agent or such Lender, subject to confidentiality\nobligations to the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received\nfrom the Borrower or violating the terms of this Section 10.07.\nIn addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement\nto market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the\nLenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.\n\n67\n\nFor\npurposes of this Section 10.07, “Information”\nmeans all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective\nbusinesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior\nto disclosure by the Borrower or any Subsidiary, provided that,\nin the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified\nat the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section\n10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care\nto maintain the confidentiality of such Information as such Person would accord to its own confidential information.\n\nEach\nof the Administrative Agent and the Lenders acknowledges that (a) the Information is or may be price sensitive information and that the\nuse of such Information may be regulated or prohibited by applicable legislation including securities laws relating to insider trading\n(under Regulation (EU) No 596/2014 (Market Abuse Regulation) or otherwise) and each of the Administrative Agent and the Lenders undertakes\nnot to use any Information for any unlawful purpose.\n\nFor\nthe avoidance of doubt, nothing contained in this Section 10.07 prohibits any individual from communicating or disclosing information\nregarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any\nnotification to any person.\n\nThe\nparties hereto do not anticipate any disclosure of personal information of California residents to Morgan Stanley, or any collection\nor processing of personal information of California residents, in connection with the Transactions and Morgan Stanley’s services\ncontemplated under this Agreement; provided, however, to the extent any California personal information subject to the California Privacy\nRights Act (“CPRA”) and its implementing regulations\nis disclosed by the Borrower to Morgan Stanley and is covered by the CPRA and its implementing regulations, Morgan Stanley agrees to\nprocess such personal information only for the limited and specified business purposes of facilitating the execution of the Transactions\nor as otherwise provided by, and in compliance with, the CPRA.\n\n**10.08 Right of Setoff**. If an Event of Default shall have occurred and be continuing, each Lender and\neach of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent\nof the Administrative Agent, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or\nspecial, time or demand, provisional or final, in whatever currency but excluding deposits in (a) payroll accounts, (b) health savings\naccounts, worker’s compensation accounts and other employee benefits accounts and (c) withholding tax accounts) at any time held\nand other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account\nof the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan\nDocument to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand\nunder this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed\nto a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such\nindebtedness; provided that in the event that any Defaulting Lender\nshall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for\nfurther application in accordance with the provisions of Section 2.17\nand, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit\nof the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement\ndescribing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights\nof each Lender and their respective Affiliates under this Section 10.08\nare in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.\nEach Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided\nthat the failure to give such notice shall not affect the validity of such setoff and application.\n\n68\n\n**10.09 Interest Rate Limitation**. Notwithstanding anything to the contrary contained in any Loan Document,\nthe interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted\nby Applicable Law (the “Maximum Rate”). If the Administrative\nAgent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal\nof the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,\nor received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable\nLaw, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments\nand the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout\nthe contemplated term of the Obligations hereunder.\n\n**10.10 Integration; Effectiveness**. This Agreement, the other Loan Documents, and any separate letter\nagreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the\nsubject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter\nhereof. Except as provided in Section 4.01, this Agreement shall\nbecome effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts\nhereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure\nto the benefit of the parties hereto and their respective successors and assigns.\n\n**10.11 Survival of Representations and Warranties**. All representations and warranties made hereunder\nand in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive\nthe execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative\nAgent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding\nthat the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue\nin full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.\n\n**10.12 Severability**. If any provision of this Agreement or the other Loan Documents is held to be illegal,\ninvalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan\nDocuments shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,\ninvalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,\ninvalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable\nsuch provision in any other jurisdiction. Without limiting the foregoing provisions of this Section\n10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall\nbe limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be\nin effect only to the extent not so limited.\n\n**10.13 Replacement of Lenders**. If the Borrower is entitled to replace a Lender pursuant to the provisions\nof Section 3.06, or if any Lender is a Defaulting Lender or a\nNon-Consenting Lender (including for these purposes a Lender who fails to provide consent under the provisions of Section\n10.01) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto,\nthen the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to\nassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section\n10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections\n3.01 and 3.04) and obligations under this Agreement\nand the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a\nLender accepts such assignment), provided that:\n\n69\n\n(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section\n10.06(b);\n\n(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,\naccrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section\n3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the\ncase of all other amounts);\n\n(c) in the case of any such assignment resulting from a claim for compensation under Section\n3.04 or payments required to be made pursuant to Section 3.01,\nsuch assignment will result in a reduction in such compensation or payments thereafter;\n\n(d) such assignment does not conflict with Applicable Laws; and\n\n(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented\nto the applicable amendment, waiver or consent.\n\nA\nLender 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,\nthe circumstances entitling the Borrower to require such assignment and delegation cease to apply.\n\nEach\nparty hereto agrees that (a) an assignment required pursuant to this Section\n10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the\nassignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective\nand shall be deemed to have consented to and be bound by the terms thereof; provided\nthat, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver\nsuch documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided,\nfurther that any such documents shall be without recourse to or\nwarranty by the parties thereto.\n\nNotwithstanding\nanything in this Section 10.13 to the contrary, the Lender that\nacts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.\n\n**10.14 Governing Law; Jurisdiction; Etc.**\n\n(a) GOVERNING LAW. This Agreement and the\nother Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising\nout of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein)\nand the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of\nNEW YORK.\n\n(b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY\nagrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in\ncontract or in tort or otherwise, against ANY OTHER PARTY HERETO, or any Related Party of the foregoing in any way relating to this Agreement\nor any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF\nNEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK\nCOUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION\nOF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH\nNEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES\nTHAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY\nSUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\n\n70\n\n(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE\nLAW, 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\nTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION\n10.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE\nOF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.\n\n(d) SERVICE OF PROCESS. EACH PARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.\nNOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.\n\n**10.15 Waiver of Jury Trial**. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED\nBY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING\nTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY\nOTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY\nOR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES\nTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,\nTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.\n\n**10.16 [Reserved].**\n\n**10.17 No Advisory or Fiduciary Responsibility**. In connection with all aspects of each transaction\ncontemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document),\nthe Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ and its Affiliates’ understanding, that: (i) (A)\nthe arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length\ncommercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the\nLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has\ndeemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the\ntransactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is\nand has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and\nwill not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the\nAdministrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions\ncontemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative\nAgent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests\nthat differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any\nobligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower\nhereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to\nany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.\n\n71\n\n**10.18 Electronic Execution; Electronic Records; Counterparts**. This Agreement, any Loan Document and\nany other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed\nusing Electronic Signatures. The Borrower and each of the Administrative Agent and each Lender agrees that any Electronic Signature on\nor associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and\nthat any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable\nagainst such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any\nCommunication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but\nall such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may\ninclude, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form\n(such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery\nand/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication\nin the form of an imaged Electronic Record (“Electronic Copy”),\nwhich shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document.\nAll Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes,\nand shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the\ncontrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless\nexpressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the\nextent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall\nbe entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower and/or any Lender without further\nverification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed\nby such manually executed counterpart.\n\nThe\nAdministrative Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,\neffectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,\nin connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any\nother electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this\nAgreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet\nor intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone\nand believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements\nset forth in the Loan Documents for being the maker thereof).\n\nThe\nBorrower and each Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of\nthis Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document,\nand (ii) any claim against the Administrative Agent, and each Lender for any liabilities arising solely from the Administrative Agent’s\nand/or any Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of\nthe Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.\n\n**10.19 USA PATRIOT Act**. Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and\nthe Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements\nof the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time (the “PATRIOT\nAct”), it is required to obtain, verify and record information that identifies the Borrower, which information includes\nthe name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to\nidentify the Borrower in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent\nor any Lender, use commercially reasonable efforts to provide all documentation and other information that the Administrative Agent or\nsuch Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and\nanti-money laundering rules and regulations, including the PATRIOT Act.\n\n**10.20 [Reserved]**.\n\n72\n\n**10.21 ENTIRE AGREEMENT**. **THIS AGREEMENT\nAND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,\nOR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**\n\n**10.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.** Notwithstanding anything\nto the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto\nacknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent\nsuch liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees\nand consents to, and acknowledges and agrees to be bound by:\n\n(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising\nhereunder which may be payable to it by any Lender that is an Affected Financial Institution; and\n\n(b) the effects of any Bail-in Action on any such liability, including, if applicable:\n\n(i) a reduction in full or in part or cancellation of any such liability;\n\n(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial\nInstitution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares\nor other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement\nor any other Loan Document; or\n\n(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable\nResolution Authority.\n\n**10.23 Judgment\nCurrency**. If, for the purposes of obtaining judgment in any court, it is necessary to convert\na sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which\nin accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the\nBusiness Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to\nthe Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency\n(the “Judgment Currency”) other than that in which\nsuch sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement\nCurrency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent\nor 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,\nas the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the\namount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the\nBorrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify\nthe Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased\nis greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender,\nas the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under\nApplicable law).\n\n73\n\n*IN\nWITNESS WHEREOF,*the parties hereto have caused this Agreement to be duly executed as of the\ndate first above written.\n\n**UBER\nTECHNOLOGIES, INC.**\n\nBy:\n/s/ Balaji Krishnamurthy\n\nName:\nBalaji Krishnamurthy\n\nTitle:\nChief Financial Officer\n\n[Signature Page to Credit Agreement]\n\n**MORGAN STANLEY SENIOR FUNDING, INC.**,****as Administrative Agent\n\nBy:\n/s/ Jennifer DeFazio\n\nName:\nJennifer DeFazio\n\nTitle:\nAuthorized Signatory\n\n[Signature Page to Credit Agreement]\n\n**MORGAN STANLEY SENIOR FUNDING, INC.**,****as Lender\n\nBy:\n/s/ Katie Bodack\n\nName:\nKatie Bodack\n\nTitle:\nAuthorized Signatory\n\n[Signature Page to Credit Agreement]\n\n**BANK OF AMERICA, N.A.**,****as Lender\n\nBy:\n/s/ Haley Heslip\n\nName:\nHaley Heslip\n\nTitle:\nDirector\n\n[Signature Page to Credit Agreement]\n\n**deutsche bank ag new york branch**,****as Lender\n\nBy:\n/s/ Jonathan Krissel\n\nName:\nJonathan Krissel\n\nTitle:\nManaging Director\n\nBy:\n/s/ Dina Zhang\n\nName:\nDina Zhang\n\nTitle:\nManaging Director\n\n[Signature Page to Credit Agreement]\n\n**SCHEDULE\n2.01**\n\n** **\n\n**COMMITMENTS**\n\n**AND\nAPPLICABLE PERCENTAGES**\n\n** **\n\n**[***] **\n\n** **"}