AMAZON COM INC

EX-10.1 · tm2613616d4_ex10-1.htm

EX-10.1
 2
 tm2613616d4_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 EXECUTION VERSION

 TERM LOAN AGREEMENT

 dated as of June 8, 2026,

 among

 AMAZON.COM, INC. ,

 CITIBANK, N.A. ,

 as Administrative Agent,

 and

 the LENDERS party hereto

 CITIBANK, N.A. ,

 JPMORGAN CHASE BANK, N.A. ,

 BOFA SECURITIES, INC. ,

 HSBC UK BANK PLC

 and

 WELLS FARGO SECURITIES, LLC ,

 as Joint Lead Arrangers and Joint Bookrunners

 JPMORGAN CHASE BANK, N.A. ,

as Syndication Agent

 CITIBANK, N.A. ,

 JPMORGAN CHASE BANK, N.A. ,

 BOFA SECURITIES, INC. ,

 HSBC UK BANK PLC ,

 WELLS FARGO BANK, NATIONAL ASSOCIATION ,

 BARCLAYS BANK PLC ,

 BNP PARIBAS ,

 DEUTSCHE BANK SECURITIES INC. ,

 GOLDMAN SACHS BANK USA ,

 MORGAN STANLEY SENIOR FUNDING, INC. ,

 ROYAL BANK OF CANADA ,

 SOCIETE GENERALE ,

 TD SECURITIES (USA) LLC

 and

 THE BANK OF NOVA SCOTIA ,

 as Co-Documentation Agents

 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK
BRANCH ,

 BANCO SANTANDER, S.A., NEW YORK BRANCH ,

 BANK OF CHINA, LOS ANGELES BRANCH ,

 ING BANK N.V., DUBLIN BRANCH ,

 INTESA SANPAOLO S.P.A., NEW YORK BRANCH ,

 MIZUHO BANK, LTD. ,

 NATIONAL WESTMINSTER BANK PLC ,

 PNC BANK, NATIONAL ASSOCIATION ,

 STANDARD CHARTERED BANK ,

 SUMITOMO MITSUI BANKING CORPORATION ,

 U.S. BANK NATIONAL ASSOCIATION

 and

 UNICREDIT S.P.A., NEW YORK BRANCH ,

 as Co-Managing Agents

 TABLE OF CONTENTS

 Page

 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

 1.01
 Defined Terms
 1

 1.02
 Other Interpretive Provisions
 20

 1.03
 Accounting Terms
 21

 1.04
 Interest Rate; Benchmark Notification
 21

 1.05
 Divisions
 22

 ARTICLE II. THE COMMITMENTS AND LOANS

 2.01
 Loans
 22

 2.02
 Borrowings, Conversions and Continuations of Loans
 22

 2.03
 Prepayments
 24

 2.04
 Termination or Reduction of Commitments
 24

 2.05
 Repayment of Loans
 24

 2.06
 Interest
 24

 2.07
 Fees
 25

 2.08
 Computation of Interest and Fees
 25

 2.09
 Evidence of Debt
 25

 2.10
 Payments Generally; Administrative Agent’s Clawback
 26

 2.11
 Sharing of Payments by Lenders
 27

 2.12
 Defaulting Lenders
 28

 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

 3.01
 Taxes
 29

 3.02
 Illegality
 33

 3.03
 Alternate Rate of Interest
 34

 3.04
 Increased Costs
 36

 3.05
 Compensation for Losses
 37

 3.06
 Mitigation Obligations; Replacement of Lenders
 37

 3.07
 Survival
 38

 ARTICLE IV. CONDITIONS PRECEDENT TO BORROWINGS

 4.01
 Conditions to Closing
 38

 4.02
 Conditions to Funding
 39

 ARTICLE V. REPRESENTATIONS AND WARRANTIES

 5.01
 Existence, Qualification and Power
 39

 5.02
 Authorization; No Contravention
 40

 5.03
 Governmental Authorization; Other Consents
 40

 5.04
 Binding Effect
 40

 5.05
 Financial Statements; No Material Adverse Effect
 40

 5.06
 Litigation
 40

 5.07
 ERISA Compliance
 40

 5.08
 Investment Company Act
 41

 5.09
 Compliance with Laws
 41

 5.10
 Anti-Corruption
 41

 5.11
 Sanctions
 41

 i

 5.12
 Affected Financial Institution
 41

 ARTICLE VI. AFFIRMATIVE COVENANTS

 6.01
 Financial Statements
 42

 6.02
 Certificates; Other Information
 42

 6.03
 Notices
 43

 6.04
 Payment of Taxes
 43

 6.05
 Preservation of Existence; Etc
 43

 6.06
 Compliance with Laws
 43

 6.07
 Books and Records
 43

 6.08
 Use of Proceeds
 43

 6.09
 Anti-Corruption Laws and Sanctions
 43

 ARTICLE VII. NEGATIVE COVENANTS

 7.01
 Liens
 44

 7.02
 Fundamental Changes
 46

 7.03
 Sanctions
 47

 7.04
 Anti-Corruption Laws
 47

 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

 8.01
 Events of Default
 47

 8.02
 Remedies Upon Event of Default
 48

 8.03
 Application of Funds
 48

 ARTICLE IX. ADMINISTRATIVE AGENT

 9.01
 Appointment and Authority
 49

 9.02
 Rights as a Lender
 49

 9.03
 Exculpatory Provisions
 50

 9.04
 Reliance by Administrative Agent
 50

 9.05
 Delegation of Duties
 51

 9.06
 Resignation of Administrative Agent
 51

 9.07
 Acknowledgements of Lenders
 52

 9.08
 No Other Duties, Etc
 53

 9.09
 Administrative Agent May File Proofs of Claim
 53

 ARTICLE X. [Reserved]

 ARTICLE XI. MISCELLANEOUS

 11.01
 Amendments, Etc
 54

 11.02
 Notices; Effectiveness; Electronic Communication
 55

 11.03
 No Waiver; Cumulative Remedies; Enforcement
 57

 11.04
 Expenses; Indemnity; Limitation of Liability
 57

 11.05
 Payments Set Aside
 59

 11.06
 Successors and Assigns
 60

 11.07
 Treatment of Certain Information; Confidentiality
 63

 11.08
 Right of Setoff
 64

 11.09
 Interest Rate Limitation
 64

 11.10
 Counterparts; Entire Agreement; Effectiveness
 64

 11.11
 Survival of Representations and Warranties
 65

 11.12
 Severability
 65

 11.13
 Replacement of Lenders
 65

 ii

 11.14
 Governing Law; Jurisdiction; Etc
 66

 11.15
 Waiver of Jury Trial
 67

 11.16
 No Advisory or Fiduciary Responsibility
 67

 11.17
 Electronic Execution
 68

 11.18
 USA PATRIOT Act
 68

 11.19
 [Reserved]
 68

 11.20
 Non-Public Information
 68

 11.21
 Acknowledgment and Consent to Bail-In of Affected Financial Institutions
 68

 11.22
 ERISA Matters
 69

 SCHEDULES

 2.01
 Commitments

 7.01
 Existing Liens

 11.02
 Certain Addresses for Notices; Administrative Agent’s Account

 EXHIBITS

 Form of

 A
 Loan Notice

 B
 Note

 C
 Assignment and Assumption

 D (1-4)
 U.S. Tax Compliance Certificates

 iii

 TERM LOAN AGREEMENT

 This TERM LOAN AGREEMENT
dated as of June 8, 2026 (this “ Agreement ”), is entered into by and among AMAZON.COM, INC., a Delaware corporation
(the “ Borrower ”), each LENDER from time to time party hereto and CITIBANK, N.A., as Administrative Agent.

 The Borrower has requested
that the Lenders make Loans (as defined below) to the Borrower, and the Lenders are willing to do so on the terms and conditions set
forth herein.

 In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 ARTICLE I.

 DEFINITIONS
AND ACCOUNTING TERMS

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

 “ Administrative
Agent ” means Citibank, N.A. in its capacity as administrative agent under the Loan Documents, or any successor administrative
agent appointed in accordance with Section 9.06 . Unless the context requires otherwise, the term “Administrative Agent”
shall include any Affiliate of Citibank, N.A. through which it shall perform any of its obligations in such capacity under the Loan Documents.

 “ Administrative
Agent’s Account ” means the Administrative Agent’s account set forth on Schedule 11.02 , or such other account
as the Administrative Agent may from time to time notify the Borrower or the Lenders, as applicable.

 “ Administrative
Agent Fee Letter ” means the fee letter dated May 20, 2026, between the Borrower and Citigroup Global Markets Inc.

 “ Administrative
Questionnaire ” means an Administrative Questionnaire in the form supplied by the Administrative Agent.

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

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

 “ Aggregate Commitments ”
means, at any time, the Commitments of all the Lenders at such time. As of the Closing Date, the Aggregate Commitments equal to US$17,500,000,000.

 “ Agreement ”
has the meaning specified in the preamble hereto.

 “ Amazon Seller Lending
Entity ” means any Subsidiary of the Borrower that constitutes a special purpose entity established in connection with the Amazon
Seller Lending Facility.

 “ Amazon Seller Lending
Facility ” means any credit facility or other financing facility, together with related documentation and arrangements, providing
for financing in respect of the Borrower’s and its Subsidiaries’ seller lending program.

 1

 “ Ancillary Document ”
has the meaning specified in Section 11.10 .

 “ Applicable Rate ”
means, for any day, (a) with respect to Base Rate Loans, 0.00% per annum and (b) with respect to Term SOFR Loans and, if applicable
pursuant to Section 3.03 , Daily Simple SOFR Loans, the applicable rate per annum set forth below under the caption “Term
SOFR / Daily Simple SOFR Margin”, based upon the Ratings by S&P, Moody’s and Fitch applicable on such day:

 Rating

(S&P / Moody’s / Fitch)
 Term SOFR / Daily Simple SOFR Margin

 Category 1:
 AA / Aa2 / AA or above
 0.625%

 Category 2:
 AA- /Aa3 / AA-
 0.750%

 Category 3:
 A+ / A1 / A+ or below
 0.875%

 For purposes of the foregoing, (a) if any
Rating Agency shall not have in effect a Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph),
(i) if only one Rating Agency shall not have in effect a Rating, the applicable Category shall be determined by reference to the
remaining two effective Ratings, (ii) if two Rating Agencies shall not have in effect a Rating, the applicable Category shall be
determined by reference to the remaining effective Rating and (iii) if no Rating Agency shall have in effect a Rating, then Category
3 shall apply; (b) if the Ratings in effect shall fall within different Categories, then (i) if three Ratings are in effect,
then either (x) if two of the three Ratings are in the same Category, such Category shall apply or (y) if all three of the
Ratings are in different Categories, then Category 2 shall apply and (ii) if only two Ratings are in effect, the applicable Category
shall be the Category in which the higher of the Ratings shall fall unless the Ratings differ by two Categories, in which case the applicable
Category shall be Category 2; and (c) if the Ratings established by the Rating Agencies shall be changed (other than as a result
of a change in the rating system of a Rating Agency), such change shall be effective as of the date on which it is first publicly announced
by the applicable Rating Agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of any Rating
Agency shall change, or if any Rating Agency shall cease to be in the business of rating corporate debt obligations and corporate credit,
the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability
of Ratings from such Rating Agency and, pending the effectiveness of any such amendment, the Rating of such Rating Agency used to determine
the Applicable Rate shall be deemed to be that most recently in effect from such Rating Agency prior to such change or cessation.

 “ Approved Fund ”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.

 “ Arrangers ”
means Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., HSBC UK Bank PLC and Wells Fargo Securities, LLC in their
capacities as joint lead arrangers and joint bookrunners.

 “ Assignment and
Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person
whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit C
or any other form (including electronic documentation generated by use of the Platform) reasonably satisfactory to the Administrative
Agent.

 “ Attributable Indebtedness ”
means, on any date, (a) in respect of any capital or finance lease of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation,
the capitalized

 2

 amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a capital or finance lease.

 “ Audited Financial
Statements ” means the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2025
and the related consolidated statements of income or operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries
for the fiscal year then ended, including the notes thereto.

 “ Available Tenor ”
means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark (or component thereof)
or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used
for determining the length of an Interest Period for any term rate or otherwise for determining any frequency of making payments of interest
calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that
is then-removed from the definition of “Interest Period” pursuant to Section 3.03(b)(iv) .

 “ Bail-In Action ”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any
Affected Financial Institution.

 “ Bail-In Legislation ”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from
time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates
(other than through liquidation, administration or other insolvency proceedings).

 “ Base Rate ”
means, for any day, a rate per annum equal to the highest of (a) the NYFRB Rate in effect on such day plus 1/2 of 1.00% per annum,
(b) the Prime Rate in effect on such day, and (c) the Term SOFR for a one month Interest Period as published two U.S. Government
Securities Business Days prior to such day (or, if such day is not a U.S. Government Securities Business Day, the immediately preceding
U.S. Government Securities Business Day) plus the difference between the Applicable Rate for Term SOFR Loans and the Applicable Rate
for Base Rate Loans on such day. For purposes of clause (c) above, the Term SOFR on any day shall be based on the Term SOFR
Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate,
as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided that if such rate shall
be less than zero, such rate shall be deemed to be zero. Any change in the Base Rate due to a change in the NYFRB Rate, the Prime Rate
or the Term SOFR shall be effective from and including the effective date of such change in the NYFRB Rate, the Prime Rate or the Term
SOFR, as the case may be. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for the
avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 3.03(b) ), then for purposes
of clause (c) above the Term SOFR shall be deemed to be zero.

 “ Base Rate Borrowing ”
means any Borrowing comprised of Base Rate Loans.

 “ Base Rate Loan ”
means a Loan that bears interest at a rate based on the Base Rate.

 “ Benchmark ”
means, initially, the Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have
occurred with respect to the Term SOFR or the then-current

 3

 Benchmark, then “Benchmark” means
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
 Section 3.03(b)(i).

 “ Benchmark Replacement ”
means, for any Available Tenor, the alternative set forth in clause (1) below, or if such alternative is not reasonably determinable
by the Administrative Agent for the applicable Benchmark Replacement Date, the alternative set forth in clause (2) below:

 (1)            the
Daily Simple SOFR; and

 (2)            the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated
credit facilities denominated in US Dollars at such time in the United States and (b) the related Benchmark Replacement Adjustment.

 If the Benchmark Replacement
as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will
be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

 “ Benchmark Replacement
Adjustment ” means, with respect to any replacement of a then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment or
method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (a) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in US Dollars at such time in the United States.

 “ Benchmark Replacement
Conforming Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate”, the definition of “Business Day”, the definition of “Interest
Period”, the definition of “U.S. Government Securities Business Day”, timing and frequency of determining rates and
making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods,
the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent determines
in its reasonable discretion may be appropriate to reflect the adoption and implementation of the applicable Benchmark and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent determines in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or
if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other
manner of administration as the Administrative Agent determines in its reasonable discretion is reasonably necessary in connection with
the administration of this Agreement and the other Loan Documents).

 4

 “ Benchmark
Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following
events with respect to such then-current Benchmark:

 (1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof); or

 (2)            in
the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark
(or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such
Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark
(or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference
to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such
date .

 For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark Transition
Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current
Benchmark:

 (1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate,
any Available Tenor of such Benchmark (or such component thereof);

 (2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over
the administrator for such Benchmark (or such component thereof) or a court or an entity with similar insolvency or resolution authority
over the administrator for such Benchmark (or such component thereof), in each case, which states that the administrator of such Benchmark
(or such component thereof) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a
term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

 5

 (3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer
be, representative .

 For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).

 “ Benchmark Unavailability
Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 3.03(b) and
(y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any other Loan Document in accordance with Section 3.03(b) .

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

 “ Benefit Plan ”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or
otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.

 “ Borrower ”
has the meaning specified in the preamble hereto.

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

 “ Borrowing ”
means Loans of the same Type made, converted or continued on the same day and, in the case of Term SOFR Loans, having the same Interest
Period.

 “ Borrowing Minimum ”
means (a) in the case of a Borrowing of Base Rate Loans, US$1,000,000 and (b) in the case of a Borrowing of Term SOFR Loans,
US$5,000,000.

 “ Borrowing Multiple ”
means (a) in the case of a Borrowing of Base Rate Loans, US$500,000 and (b) in the case of a Borrowing of Term SOFR Loans,
US$1,000,000.

 “ Business Day ”
means any day other than a Saturday, a Sunday or any other day on which commercial banks are authorized to remain closed under the Laws
of, or are in fact closed in, New York City, New York; provided that, when the term “Business Day” is used in relation
to Term SOFR Loans or Daily Simple SOFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of, or
any other dealings with respect to, any such Loans, such day shall also be a U.S. Government Securities Business Day.

 “ Change in Law ”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(y) all requests, rules, guidelines or directives promulgated

 6

 by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.

 “ Change of Control ”
means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of the Borrower or its Subsidiaries, and any
Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders,
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)),
directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the Board of Directors
or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or
group has the right to acquire pursuant to any option right).

 “ Closing Date ”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01 .

 “ CME Term SOFR Administrator ”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).

 “ Code ”
means the U.S. Internal Revenue Code of 1986.

 “ Commitment ”
means, as to each Lender, its commitment to make a Loan to the Borrower on the Funding Date in a principal amount not to exceed the US
Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

 “ Commitment Termination
Date ” means September 30, 2026.

 “ Consolidated Total
Assets ” means, as of any date of determination, consolidated total assets of the Borrower and its Subsidiaries as of such date
determined in accordance with GAAP.

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

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

 “ Corresponding Tenor ” with
respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.

 “ Daily Simple SOFR ”
means, for any day (a “ SOFR Interest Day ”), an interest rate per annum equal to the greater of (a) SOFR for the
day (such day, a “ SOFR Determination Date ”) that is five U.S. Government Securities Business Days prior to (i) if
such SOFR Interest Day is a U.S. Government Securities Business Day, such SOFR Interest Day or (ii) if such SOFR Interest Day is
not a U.S.

 7

 Government Securities Business Day, the U.S.
Government Securities Business Day immediately preceding such SOFR Interest Day, in each case, as such SOFR is published by the SOFR
Administrator on the SOFR Administrator Website and (b) zero. If by 5:00 p.m., New York City time, on the second U.S. Government
Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been
published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred,
then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business
Day for which such SOFR was published on the SOFR Administrator’s Website.

 “ Daily Simple SOFR
Borrowing ” means, if available pursuant to Section 3.03 , any Borrowing comprised of Daily Simple SOFR Loans.

 “ Daily Simple SOFR
Loan ” means, if available pursuant to Section 3.03 , a Loan that bears interest at a rate based on the Daily Simple
SOFR.

 “ Debtor Relief Laws ”
means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect.

 “ Default ”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

 “ Default Rate ”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus
(c) 2% per annum; provided that with respect to a Term SOFR Loan, a Daily Simple SOFR Loan or, in each case, any interest
thereon, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to
such Loan plus 2% per annum.

 “ Defaulting Lender ”
means, subject to Section 2.12(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loan on
the Funding Date unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of
such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with
any applicable Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has
notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund
a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot
be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to
confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder
( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower), (d) other than pursuant to an Undisclosed Administration, has,
or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity, or (e) has, or has a direct or indirect parent company that has,
become the subject

 8

 of a Bail-In Action; provided that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct
or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such
Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest
error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.12(b) ) as of the date established
therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent
to the Borrower and each Lender promptly following such determination.

 “ Designated Jurisdiction ”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

 “ Disposition ”
means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person,
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith. “ Dispose ” shall have the meaning correlative thereto.

 “ EEA Financial Institution ”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
 clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.

 “ EEA Member Country ”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 “ EEA Resolution
Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA
Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 “ Electronic Signature ”
means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or record.

 “ Eligible Assignee ”
means any Person that meets the requirements to be an assignee under Section 11.06(b)(v) , subject to such consents, if any,
as may be required under Section 11.06(b)(iii) .

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

 “ ERISA Affiliate ”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412
of the Code).

 “ ERISA Event ”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or

 9

 a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meanings of Section 4203
or 4205 of ERISA) by the Borrower or, to the knowledge of the Borrower, any ERISA Affiliate from a Multiemployer Plan, or notification
received by the Borrower that a Multiemployer Plan is in “critical status” (within the meaning of Sections 4245 of ERISA);
(d) the filing of a notice by the Pension Plan administrator of intent to terminate or the treatment of a Pension Plan amendment
as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension
Plan; (f) any event or condition which constitutes grounds under Section 4042(a) of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan
or a plan in endangered or critical status within the meaning of Section 430 of the Code or Section 305 of ERISA; or (h) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate.

 “ EU Bail-In Legislation
Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.

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

 “ Excluded Taxes ”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to
a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, branch profits Taxes, business
and occupation Taxes, and gross receipts Taxes imposed in lieu of net income Taxes, in each case, (i) imposed as a result of such
Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located
in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in
the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest
in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13 ) or (ii) such
Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or 3.01(c) ,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party
hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure
to comply with Section 3.01(e) and (d) any Taxes imposed pursuant to FATCA; provided that, for the avoidance
of doubt, for purposes of clause (b)(i) , in the case of an interest in a Loan acquired by a Lender pursuant to the funding of
a Commitment, such Lender shall be treated as acquiring such interest on the date such Lender acquired an interest in the Commitment
pursuant to which such Loan was funded.

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

 “ FATCA ”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), any current
or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the
Code and any applicable intergovernmental agreements and any legislation or other official guidance or official requirements adopted
pursuant to any applicable intergovernmental agreement, treaty, or convention among Governmental Authorities and implementing such Sections
of the Code.

 “ Federal Funds Effective
Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository
institutions, as determined in such manner as shall be set forth on the NYFRB Website from time to time, and published on the next succeeding
Business Day by

 10

 the NYFRB as the effective federal funds rate;
 provided that if such rate shall be less than zero, such rate shall be deemed to be zero.

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

 “ Fee Letters ”
means, collectively, (a) the Administrative Agent Fee Letter, (b) the fee letter dated May 20, 2026, between the Borrower
and JPMorgan Chase Bank, N.A. and (c) the fee letter dated May 20, 2026, among the Borrower, Citigroup Global Markets Inc.
and JPMorgan Chase Bank, N.A.

 “ Fitch ”
means Fitch Ratings Inc., or any successor in its ratings agency business.

 “ Floor ”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to any applicable Benchmark.

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

 “ Fund ”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its activities.

 “ Funding Date ”
means the date on which the Loans are made pursuant to Section 2.01 .

 “ GAAP ”
means generally accepted accounting principles in the United States as set forth in the Accounting Standards Codification established
by the Financial Accounting Standards Board and defined in FASB ASC 105.

 “ Governmental Authority ”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as
the European Union or the European Central Bank).

 “ Guarantee ”
means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation, (b) to purchase or lease property, securities
or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition
or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other
obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided ,
that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course
of business, or contingent or inchoate indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition
or Disposition (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or

 11

 determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.

 “ Indebtedness ”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:

 (a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;

 (b)            all
direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments;

 (c)            net
obligations of such Person under any Swap Contract that has been terminated or otherwise comes due in accordance with its terms;

 (d)            all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business);

 (e)             indebtedness
(excluding prepaid interest thereon) of others secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements) whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse (but limited, in the event such indebtedness has not been assumed by such Person, to the lesser of (i) the
amount of such indebtedness and (ii) the fair market value of such property securing such indebtedness);

 (f)             capital
leases and Synthetic Lease Obligations (but excluding any operating leases under GAAP); and

 (g)            all
Guarantees of such Person in respect of any of the foregoing.

 For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness
is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to
be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall
be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

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

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

 “ Information ”
has the meaning specified in Section 11.07 .

 “ Interest Payment
Date ” means (a) as to any Term SOFR Loan, (i) the last day of each Interest Period applicable to such Loan and, in
the case of a Term SOFR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (ii) the
Maturity Date; (b) as to any

 12

 Base Rate Loan, (i) for interest accrued
through and including the last day of March, June, September and December of each year, the 15th day (or, if such day is not
a Business Day, the immediately preceding Business Day) following such last day and (ii) the Maturity Date; and (c) as to any
Daily Simple SOFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the date
of the Borrowing of which such Loan is a part (or, if there is no such numerically corresponding day in such month, then the last day
of such month) and the Maturity Date.

 “ Interest Period ”
means, as to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a
Term SOFR Loan and ending on the date one, three or six months thereafter (or, subject to the consent of all Lenders, any other period
ending on or prior to the Maturity Date) as selected by the Borrower in its Loan Notice; provided that:

 (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 Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

 (ii)            any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period;

 (iii)           no
Interest Period shall extend beyond the Maturity Date; and

 (iv)           the
Interest Period applicable to the initial Term SOFR Borrowing selected by the Borrower may be of such duration as shall be agreed by
the Borrower and the Administrative Agent and set forth in the Loan Notice delivered prior to the beginning of such Interest Period.

 “ IRS ”
means the United States Internal Revenue Service.

 “ Laws ”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not
having the force of law.

 “ Lender ”
means each Person listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

 “ Lending Office ”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify to the Borrower and the Administrative Agent, which office may
include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise
requires each reference to a Lender shall include its applicable Lending Office.

 “ Liabilities ”
means any losses, claims, damages or liabilities.

 “ Lien ”
means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge,
or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title

 13

 retention agreement, any easement, right of way
or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

 “ Loan ”
has the meaning specified in Section 2.01 .

 “ Loan Documents ”
means this Agreement, each Note and each Fee Letter.

 “ Loan Notice ”
means a notice of (a) the borrowing of Loans, (b) a conversion of Loans from one Type to another or (c) a continuation
of Term SOFR Loans, in each case, pursuant to Section 2.02(a) , substantially in the form of Exhibit A or such
other form as may be reasonably satisfactory to the Administrative Agent, appropriately completed and signed by a Responsible Officer
of the Borrower.

 “ Material Adverse
Effect ” means (a) a material adverse change in, or a material adverse effect upon, the financial condition of the Borrower
and its Subsidiaries, taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under
any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower of any Loan Document to which it is a party.

 “ Material Indebtedness ”
means Indebtedness of the Borrower or any Subsidiary in an aggregate outstanding principal amount of US$1,500,000,000 or more, other
than (i) Indebtedness outstanding under this Agreement, (ii) Indebtedness of any Amazon Seller Lending Entity or other relevant
special purpose entity Subsidiary under any financing described in Section 7.01(v) , provided that such Indebtedness
is non-recourse to the Borrower or any other Subsidiary (other than such Amazon Seller Lending Entity or other special purpose entity
Subsidiary) (it being understood that customary obligations of a “seller”, “originator” or “servicer”
in connection with such a financing and guarantees of the same do not constitute recourse in respect of such Indebtedness) and (iii) intercompany
Indebtedness among the Borrower and its Subsidiaries.

 “ Material Subsidiary ”
means any Subsidiary that is a “significant subsidiary” of the Borrower, as the term “significant subsidiary”
is defined in Regulation S-X promulgated by the SEC.

 “ Maturity Date ”
means the third anniversary of the Funding Date; provided that if such date is not a Business Day, the Maturity Date shall be
the immediately preceding Business Day.

 “ MNPI ”
has the meaning specified in Section 6.02 .

 “ Moody’s ”
means Moody’s Investors Service, Inc., or any successor to its ratings agency business.

 “ Multiemployer Plan ”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA that is subject to Title IV of ERISA and
to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions.

 “ Non-Consenting
Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.

 “ Nondisclosure Agreement ”
has the meaning specified in Section 11.07 .

 “ Note ”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of
 Exhibit B .

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

 14

 “ NYFRB Rate ”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker
of recognized standing selected by it; provided , further , that if any of the aforesaid rates shall be less than zero, such
rate shall be deemed to be zero.

 “ NYFRB Website ”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

 “ Obligations ”
means all Loans and all other liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise
with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower
or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding.

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

 “ Organization Documents ”
means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to
any non-U.S. jurisdiction) and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership,
joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its
formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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

 “ Other Permitted
Liens ” means (a) Liens on property or assets existing at the time that such property or assets are acquired by the Borrower
or a Subsidiary of the Borrower ( provided that such Liens are not incurred in anticipation of such acquisition); (b) Liens
to secure the payment of all or any part of the purchase price of any property or assets acquired by the Borrower or a Subsidiary, or
Liens to secure any Indebtedness incurred by the Borrower or any Subsidiary for the purpose of financing all or any part of the purchase
price of any property or assets (including equity interests in any Person) or all or any part of the cost of construction or improvements
to any property or assets, in each case, incurred prior to, at the time of, or within 180 days after the acquisition thereof or the latest
of the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property,
as applicable; (c) Liens on the property or assets of any Person existing at the time that such Person is merged into or consolidated
with the Borrower or any of its Subsidiaries or otherwise acquired by the Borrower or any of its Subsidiaries ( provided that such
Liens are not incurred in anticipation of such merger,

 15

 consolidation or other acquisition and do not
extend to any property or assets other than those of the Person merged into or consolidated with or acquired by the Borrower or any of
its Subsidiaries); and (d) Liens in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant
to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price
or the cost of constructing or improving property or assets subject to such Liens.

 “ Other Taxes ”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except Excluded Taxes and any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).

 “ Overnight Bank
Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions
denominated in US Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the
NYFRB as set forth on the NYFRB Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate; provided that if such rate as so determined shall be less than zero, such rate shall be deemed to be zero.

 “ Participant ”
has the meaning specified in Section 11.06(d) .

 “ Participant Register ”
has the meaning specified in Section 11.06(d) .

 “ Patriot Act ”
has the meaning specified in Section 11.18 .

 “ Payment ”
has the meaning specified in Section 9.07(b)(i) .

 “ Payment Notice ”
has the meaning specified in Section 9.07(b)(ii) .

 “ PBGC ”
means the Pension Benefit Guaranty Corporation.

 “ Pension Act ”
means the Pension Protection Act of 2006.

 “ Pension Funding
Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

 “ Pension Plan ”
means any “employee pension benefit plan,” as defined in Section 3(2) of ERISA (other than any Multiemployer Plan)
that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject
to the minimum funding standards under Section 412 of the Code.

 “ Permitted Holder ”
means, as of any date of determination, (a) the person who is the Borrower’s Executive Chair on the Closing Date, (b) any
family members or relatives of such person, (c) any trusts, family limited partnerships, limited liability companies, or other similar
entities created for the benefit of such persons described in clauses (a) and (b) , and (d) in the event of the
incompetence or death of any of the persons described in clause (a) or (b) , such person’s estate, executor,
administrator, committee or other personal representative or beneficiaries, in each case, who as of such date beneficially own or have
the right to acquire, directly or indirectly, voting equity securities of the Borrower.

 16

 “ Person ”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

 “ Platform ”
has the meaning specified in Section 6.02 .

 “ Prime Rate ”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if
 The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board
in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate
is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent in its reasonable discretion)
or any similar release by the Federal Reserve Board (as determined by the Administrative Agent in its reasonable discretion). Each change
in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

 “ PTE ”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.

 “ Rating ”
means a rating by a Rating Agency of the senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not Guaranteed
by any other Person or subject to any other credit enhancement.

 “ Rating Agency ”
means any of Fitch, Moody’s and S&P.

 “ Recipient ”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder or under any other Loan Document.

 “ Reference Time ”
with respect to any setting of the then-current Benchmark means (a) if such Benchmark is Term SOFR, 5:00 a.m., Chicago time, on
the day that is two U.S. Government Securities Business Days preceding the date of such setting or (b) otherwise, the time determined
by the Administrative Agent in its reasonable discretion.

 “ Register ”
has the meaning specified in Section 11.06(c) .

 “ Regulatory Information ”
has the meaning specified in Section 4.01(d) .

 “ Related Parties ”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers and employees (and, solely to
the extent acting on behalf of or at the express instructions of any of the foregoing, agents and advisors of the foregoing) of such
Person and of such Person’s Affiliates.

 “ Relevant Governmental
Body ” means the Federal Reserve Board and/or the NYFRB or a committee officially endorsed or convened by the Federal Reserve
Board and/or the NYFRB or, in each case, any successor thereto.

 “ Relevant Rate ”
means (a) with respect to any Term SOFR Loan, the Term SOFR and (b) with respect to any Daily Simple SOFR Loan, the Daily Simple
SOFR.

 “ Reportable Event ”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been
waived.

 “ Required Lenders ”
means (a) at any time on or prior to the funding of the Loans on the Funding Date, Lenders having Commitments representing more
than 50% of the Aggregate Commitments at such time and (b) at any time thereafter, Lenders holding Loans representing more than
50% of the aggregate

 17

 principal amount of the Loans outstanding at
such time, provided that the Commitments of, and the Loans held by, any Defaulting Lender shall be disregarded in determining
Required Lenders at any time.

 “ Resolution Authority ”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 “ Responsible Officer ”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Borrower,
solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01 , the secretary or any assistant secretary
of the Borrower and, solely for purposes of notices given pursuant to Article II , any other officer or employee of the Borrower
so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower
designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

 “ S&P ”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc., or any successor to its ratings
agency business.

 “ Same Day Funds ”
means immediately available funds.

 “ Sanction(s) ”
means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the
European Union or the United Kingdom (including His Majesty’s Treasury).

 “ SEC ”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

 “ SOFR ”
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

 “ SOFR Administrator ”
means the NYFRB (or a successor administrator of the secured overnight financing rate).

 “ SOFR Administrator
Website ” means the NYFRB Website or any successor source for the secured overnight financing rate identified as such by the
SOFR Administrator from time to time.

 “ Subsidiary ”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.

 “ Swap Contract ”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar

 18

 transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related
schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

 “ Swap Termination
Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).

 “ Synthetic Lease
Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).

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

 “ Term SOFR ”
means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that if the Term SOFR
as so determined would be less than zero, such rate shall be deemed to be zero.

 “ Term SOFR Borrowing ”
means any Borrowing comprised of Term SOFR Loans.

 “ Term SOFR Loan ”
means a Loan that bears interest at a rate based on the Term SOFR (other than as a result of clause (c) of the definition
of “Base Rate”).

 “ Term SOFR Reference
Rate ” means, for any day and time (such day, the “ Term SOFR Determination Day ”), with respect to any Term
SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator
as the forward-looking term rate based on SOFR. If by 5:00 p.m., New York City time, on such Term SOFR Determination Day, the “Term
SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement
Date with respect to Term SOFR has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term
SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference
Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not
more than five U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

 “ Type ”
means, with respect to a Loan, its character as a Base Rate Loan, a Term SOFR Loan or, if applicable pursuant to Section 3.03 ,
a Daily Simple SOFR Loan.

 19

 “ UK Financial Institution ”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates
of such credit institutions or investment firms.

 “ UK Resolution Authority ”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 “ Unadjusted Benchmark
Replacement ” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

 “ Undisclosed Administration ”
means, in relation to a Lender or its direct or indirect parent company that is a solvent Person, the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator
under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law
requires that such appointment not be disclosed.

 “ United States ”
and “ U.S. ” mean the United States of America.

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

 “ U.S. Government
Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.

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

 “ U.S. Tax Compliance
Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(3) .

 “ Write-Down and
Conversion Powers ” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.

 1.02          Other
Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or
in such other Loan Document:

 (a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ”, “ includes ”
and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ”
shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Loan Document or any Organization

 20

 Document) shall be construed as referring to
such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any
Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “ hereto ”,
“ herein ”, “ hereof ” and “ hereunder ”, and words of similar import when used in
any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all
references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

 (b)            In
the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from
and including ”; the words “ to ” and “ until ” each mean “ to but excluding ”;
and the word “ through ” means “ to and including ”.

 (c)            Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

 1.03          Accounting
Terms .

 (a)             Generally .
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required
to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Indebtedness
of the Borrower and its Subsidiaries shall be deemed to 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 shall be disregarded.

 (b)             Changes
in GAAP . If at any time any change in GAAP would affect the computation of any requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good
faith to amend such requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders and the Borrower); provided that, until so amended, (i) such requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such requirement made before and after giving effect to such change in GAAP.

 (c)             Consolidation
of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or
to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each
case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if
such variable interest entity were a Subsidiary as defined herein.

 1.04          Interest
Rate; Benchmark Notification . The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued
or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.03(b)(i) provides
a

 21

 mechanism for determining an alternative rate
of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect
to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect
to any alternative or successor rate thereto, or replacement rate thereof, including whether the composition or characteristics of any
such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the
existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance
or unavailability. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions unrelated to
this Agreement that affect the calculation of any interest rate used in this Agreement or any alternative, successor or replacement rate
(including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The
Administrative Agent may select information sources or services in its commercially reasonable discretion to ascertain any interest rate
used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this
Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect,
special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether
at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or
service.

 1.05          Divisions .
For all purposes under this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event
under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its capital stock or similar equity interests at such time.

 ARTICLE II.

 THE
COMMITMENTS AND LOANS

 2.01          Loans .
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make a loan (each, a “ Loan ”)
to the Borrower in US Dollars, in a single drawing on any Business Day on or prior to the Commitment Termination Date, in a principal
amount not to exceed such Lender’s Commitment. Amounts borrowed and subsequently repaid or prepaid in respect of the Loans may
not be reborrowed. Loans may be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to Section 3.03 , Daily Simple
SOFR Loans, in each case, as further provided herein.

 2.02          Borrowings,
Conversions and Continuations of Loans .

 (a)        
   Each borrowing of Loans, each conversion of Loans from one Type to another and each continuation
of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by
telephone or delivery of a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the
Administrative Agent of a Loan Notice. Each Loan Notice must be received by the Administrative Agent not later than 1:00 p.m., New
York City time, (i) two Business Days prior to the requested date of any borrowing of, conversion to or continuation of Term
SOFR Loans or of any conversion of Term SOFR Loans denominated to Base Rate Loans, (ii) if applicable pursuant to Section 3.03 ,
one Business Day prior to the requested date of any borrowing of or conversion to Daily Simple SOFR Loans and (iii) on the
requested date of any borrowing of Base Rate Loans. Each borrowing of, conversion to or continuation of Term SOFR Loans shall be in
an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum.

 22

 Each borrowing of or conversion to Base Rate
Loans or, if applicable pursuant to Section 3.03 , Daily Simple SOFR Loans shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each Loan Notice shall specify (i) whether the Borrower
is requesting a borrowing of Loans, a conversion of Loans from one Type to another or a continuation of Term SOFR Loans, (ii) the
requested date of the borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed, continued, or to which existing Loans
are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) in the case of a
borrowing of Loans, the account of the Borrower to which proceeds of such borrowing are to be disbursed. In the case of any conversion
or continuation of any Loans, such conversion or continuation shall apply to Loans comprising the same existing Borrowing, it being understood
that the Borrower may elect different conversion or continuation options with respect to different portions of the affected existing
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing. If the Borrower fails to specify a Type of Loan
in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Borrowing,
then, subject to Section 3.03 , the applicable Loans shall be made as, or continued as, Term SOFR Loans with an Interest Period
of one month. Any such automatic continuation as Term SOFR Loans with an Interest Period of one month shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowing. If the Borrower requests a borrowing of,
conversion to or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency.

 (b)            Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the details thereof and, in the case of a Loan
Notice requesting a borrowing of Loans, of the principal amount of its Loans to be made as part of the requested borrowing, and if no
timely notice of a conversion or continuation of any Term SOFR Borrowing is provided by the Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic continuation as Term SOFR Loans as described in the preceding subsection. In the case
of a borrowing of Loans, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the
Administrative Agent’s Account not later than 1:00 p.m., New York City time (or, in the case of a Base Rate Loan with respect to
which a Loan Notice was delivered after 11:00 a.m., New York City time, on the date of such borrowing, not later than two hours after
the delivery of such Loan Notice), on the Business Day specified in the applicable Loan Notice. The Administrative Agent shall make all
funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds to the
account of the Borrower specified in the applicable Loan Notice.

 (c)            Except
as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term
SOFR Loan. During the existence of an Event of Default, upon the request of the Required Lenders no Loans shall be converted to or continued
as Term SOFR Loans without the consent of the Required Lenders.

 (d)            The
Administrative Agent shall, promptly upon request, notify the Borrower and the Lenders of the interest rate applicable to any Interest
Period for Term SOFR Loans upon determination of such interest rate.

 (e)            After
giving effect to all borrowings of Loans, all conversions of Loans from one Type to another, and all continuations of Loans as the same
Type, there shall not be more than ten Term SOFR Borrowings and Daily Simple SOFR Borrowings outstanding at any given time.

 23

 2.03          Prepayments .
 The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing in whole
or in part without premium or penalty; provided that (a) such notice must be received by the Administrative Agent not later
than 1:00 p.m., New York City time, (i) three Business Days prior to any date of prepayment of Term SOFR Loans (or such shorter
period as may be agreed by the Administrative Agent in its reasonable discretion), (ii) one Business Day prior to any date of prepayment
of Daily Simple SOFR Loans (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) and (iii) on
the date of prepayment of Base Rate Loans and (b) any prepayment of any Borrowing shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the entire principal amount of such Borrowing
then outstanding. Each such notice shall specify the date and amount of such prepayment and the Borrowing or Borrowings to be prepaid
and, if a Term SOFR Borrowing is to be prepaid, the Interest Period applicable thereto. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable share of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable,
on the date specified in the applicable notice; provided that such notice of prepayment may state that such prepayment is conditioned
upon the occurrence of one or more events specified therein, in which case such notice may be revoked (or the date of prepayment may
be extended) by the Borrower (by notice to the Administrative Agent on or prior to the date of such prepayment) if any applicable condition
is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid. Subject to Section 2.12 ,
each prepayment of a Borrowing shall be applied to the Loans of the Lenders comprising such Borrowing ratably in accordance with the
respective principal amounts of such Loans.

 2.04          Termination
or Reduction of Commitments . The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments,
or from time to time permanently reduce the Aggregate Commitments; provided that (a) any such notice shall be received by
the Administrative Agent not later than 1:00 p.m., New York City time, three Business Days prior to the date of termination or reduction
(or such shorter period as may be agreed by the Administrative Agent in its sole discretion), and (b) any such partial reduction
shall be (unless the Aggregate Commitments are less than such amount) a whole multiple of US$1,000,000. A notice of termination or reduction
of the Aggregate Commitment may state that such termination or reduction is conditioned upon the occurrence of one or more events specified
therein, in which case such notice may be revoked (or the date of termination or reduction may be extended) by the Borrower (by notice
to the Administrative Agent on or prior to the date of such termination or reduction) if any applicable condition is not satisfied. The
Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender ratably in accordance with the respective amounts
of Commitments of the Lenders. Any reduction or termination of the Aggregate Commitments shall be permanent. All unpaid fees accrued
pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Commitments (in
the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid on the effective
date of such reduction or termination. Unless previously terminated, the Commitment of each Lender shall automatically terminate on the
earlier of (i) immediately after the funding by such Lender of its Loan on the Funding Date and (ii) 5:00 p.m., New York City
time, on the Commitment Termination Date.

 2.05          Repayment
of Loans . The Borrower shall repay to the Administrative Agent, for the account of the Lenders, on the Maturity Date the aggregate
principal amount of Loans outstanding on the Maturity Date.

 2.06          Interest .

 (a)          
 Subject to the provisions of subsection (b) below:

 24

 (i)             each
Term SOFR Borrowing shall bear interest on the outstanding principal amount thereof for the Interest Period applicable to such Borrowing
at a rate per annum equal to the Term SOFR for such Interest Period plus the Applicable Rate;

 (ii)            each
Base Rate Borrowing shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date
at a rate per annum equal to the Base Rate plus the Applicable Rate; and

 (iii)           each
Daily Simple SOFR Borrowing, if available pursuant to Section 3.03 , shall bear interest on the outstanding principal amount
thereof from the applicable borrowing or conversion date at a rate per annum equal to the Daily Simple SOFR plus the Applicable Rate.

 (b)           If
any amount payable by the Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then such overdue amount shall thereafter bear interest at a rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.

 (c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.

 2.07         Fees .
 The Borrower shall pay to the Administrative Agent for its own account, in US Dollars, fees in the amounts and at the times specified
in the Administrative Agent Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

 2.08         Computation
of Interest . All computations of interest for Base Rate Loans when the Base Rate is determined by reference to the Prime Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day, but excluding
the last day). All other computations of interest shall be made on the basis of a 360-day year and actual days elapsed (including the
first day, but excluding the last day) (which results in more interest being paid than if computed on the basis of a 365-day year). Interest
shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on any Loan, or any portion thereof, for the day
on which such Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.10(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest error.

 2.09         Evidence
of Debt . The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and
payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender’s Loans to the

 25

 Borrower in addition to such accounts or records.
Each Lender may attach schedules to a Note and endorse thereon the date, Type, amount, currency and maturity of its Loans and payments
with respect thereto.

 2.10          Payments
Generally; Administrative Agent’s Clawback .

 (a)             General .
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff, it being understood that nothing in this Section 2.10 shall affect the rights of the Borrower to withhold
for Taxes as provided in Section 3.01 . Except as otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Account in US Dollars and in Same Day Funds not later than 4:00 p.m.,
New York City time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its applicable share
of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative
Agent after 4:00 p.m., New York City time, shall be deemed received on the next succeeding Business Day and any applicable interest shall
continue to accrue until such day. Except as expressly provided herein, if any payment to be made by the Borrower shall come due on a
day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected
in computing interest.

 (b)           (i)              Funding
by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any borrowing of Loans that such Lender will not make available to the Administrative Agent such Lender’s
share of the applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower agrees to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day
Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the NYFRB Rate, plus
any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and
(B) in the case of a payment to be made by the Borrower, the interest rate applicable to the Loans comprising such Borrowing. If
the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its
share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included
in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.

 (ii)             Payments
by the Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the NYFRB Rate, plus any administrative,

 26

 processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing.

 A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent
manifest error.

 (c)             Failure
to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such
Lender to the Borrower as provided in the foregoing provisions of this Article II , and such funds are not made available
to the Borrower by the Administrative Agent because the conditions to the making of Loans set forth in Section 4.02 are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received
from such Lender) to such Lender, without interest.

 (d)             Obligations
of Lenders Several . The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) or
 11.05 are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04(c) or
 11.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 11.04(c) or
 11.05 .

 (e)             Funding
Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.

 2.11          Sharing
of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the Loans made by it resulting in such Lender receiving payment of a proportion of
the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash
at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Loans; provided that:

 (i)             if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest; and

 (ii)            the
provisions of this Section 2.11 shall not be construed to apply to (x) any payment made by the Borrower pursuant
to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as amended from time to time) (including Sections
2.12 and 3.02 ) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of
this Section 2.11 shall apply).

 The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

 27

 2.12          Defaulting
Lenders .

 (a)             Adjustments .
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

 (i)              Waivers
and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement or any other Loan Document shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01 .

 (ii)             Defaulting
Lender Waterfall . Any payment of principal, interest or other amounts received by the Administrative Agent for the account of such
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second , as the Borrower may request (so long as no Default exists), to the funding of any Loan
in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; third , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and
released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under
this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; fifth , so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and sixth , to such Defaulting Lender or as otherwise directed by
a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.12 shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.

 (b)             Defaulting
Lender Cure . If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein (including the taking of any actions required therein to be taken by that Lender), that Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to payments made by or on behalf of the Borrower
while such Lender was a Defaulting Lender and all amendments, waivers or modifications effected without such Lender’s consent in accordance
with the provisions of Section 11.01 and this Section 2.12 while such Lender was a Defaulting Lender shall be
binding on it; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender.

 ARTICLE III.

 TAXES,
YIELD PROTECTION AND ILLEGALITY

 28

 3.01          Taxes .

 (a)             Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . (i) Any and all payments by or on account of any obligation
of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable
Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding
of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be
entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection
(e) below.

 (ii) If the
Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal
backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions
as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to
 subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of
Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making
of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable
Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made on account of Indemnified
Taxes.

 (iii) If
the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes
from any payment, then (A) the Borrower or the Administrative Agent, as req…