EX — 10.1

EX-10.1 2 d854367dex101.htm EX-10.1 EX — 10.1

添付ファイル10.1

実行バージョン

公開された取引 CUSIP： 79466XAA6

公開リボルバー CUSIP： 79466XAB4

信用協定

DATED AS OF 2024 年 10 月 31 日

そのうち

株式会社セールスフォース

借り手として、

任意の指定借り手当事者ここに、

貸し手および発行貸し手当事者ここに、

そして

ノースカロライナ州アメリカ銀行は

行政代理として

BOFA 株式会社証券

バークレイズ銀行は

CITIBANK ， N. A.

ドイツ銀行株式会社証券

モルガン·チェース銀行N.A

RBC キャピタルマーケットズ、 LLC¹

そして

ウェルズ · ファーゴ証券株式会社

共同主催者および共同書管理者として、

CITIBANK ， N. A.

そして

モルガン·チェース銀行N.A

as シンジケートエージェント、

そして

バークレイズ銀行は

ドイツ銀行株式会社証券

RBC キャピタル · マーケットズ LLC

そして

ウェルズ · ファーゴ証券株式会社

ドキュメンテーションエージェントとして

1	RBC キャピタルマーケットは、ロイヤルバンク · オブ · カナダの資本市場事業のブランド名です。関連会社だ

カタログ


		P年ごろ

第一条
D定義する

第1.01節	定義された用語のいくつかは		1
第1.02節	保留されている		27
第 1.0 3 節	信用状金額		27
セクション 1.0 4	為替レート、通貨バスケット計算		27
第1.05節	追加外貨		28
セクション 1.0 6	貨幣両替		29

第二条
T彼は…。 CREDITS

第2.01節	ファシリティの説明；コミットメント；スイングラインローン		30
第2.02節	施設終了日		32
セクション 2.0 3	信用状		33
第2.04節	進捗の種類		38
第2.05節	総負担額の減少		38
第2.06節	各前払い金額の最低額		39
第2.07節	繰り上げ返済する		40
第2.08節	新規進金の種類と利息期間の選択方法		40
第2.09節	優れた進捗状況の転換と継続		41
セクション 2.10	金利.金利		42
第2.11節	デフォルト後の適用レート		42
第2.12節	支払い方式		43
2.13節	無注契約；債務の証拠		43
第2.14節	利息の支払日、利息および手数料の基礎		44
第2.15節	前払い、金利、前払金およびコミットメントの削減の通知、回転ローンの利用可能性		45
セクション 2.16	貸出設備		45
第2.17節	一般的な支払い		45
第2.18節	貸手をとりかえる		46
第2.19節	貸手が分担して支払う		47
第2.20節	現金担保品		48
セクション 2.21	約束違反貸金人		48
セクション 2.22	増分ローン		51
第 2.23 節	延拓		52
セクション 2.24	指定借り手		53

第三条
Y田野 P保護; T軸.軸

3.01節	生産量保護		54
第3.02節	自己資本比率規定の変化		55
セクション 3.0 3	非法性		56
セクション 3.0 4	損失を賠償する		56


セクション 3.05	税金.税金	57
セクション 3.0 6	緩和義務	62
セクション 3.0 7	料金を決定できない。ベンチマークの置き換え	62
セクション 3.0 8	生死存亡	65

第四条
C条件.条件 PRECEDENT

4.01節	有効性	66
4.02節	各クレジット延長申請	67

第五条
R環境保護そして Wアレイ.アレイ

第5.01節	存在と地位	68
セクション 5.0 2	認可と有効性	68
第5.03節	紛争なし、政府の同意	68
セクション 5.0 4	財務諸表	68
第5.05節	実質的な悪影響	69
セクション 5.0 6	【予約】	69
セクション 5.0 7	訴訟を起こす	69
セクション 5.0 8	開示する	69
第5.09節	ルールU	69
第5.10節	“投資会社法”	69
第5.11節	OFAC、FCPA	69
第5.12節	影響を受けた金融機関	69

第六条
Cオヴィナンツ

第6.01節	財務報告書	70
第6.02節	収益の使用	71
第6.03節	失責通知	71
第6.04節	存在と権威の維持	71
第6.05節	法律を守る	71
セクション 6.0 6	帳簿および記録の備考	72
第 6.0 7 節	OFAC、FCPA	72
第6.08節	合併する	72
第6.09節	【予約】	72
第6.10節	留置権	72
第6.11節	【予約】	74
第6.12節	OFAC、FCPA	74

第七条
DEFAULTS

第7.01節	陳述や保証に違反する	74
第7.02節	期限が切れて不払いになる	74
セクション 7.0 3	チノに違反する	75
第 7.0 4 節	デフォルトを交差する	75
セクション 7.05	自発的に破産する	75


セクション 7.0 6	非自発破産	75
セクション 7.0 7	判決を下す	76
セクション 7.0 8	資金源のない負債	76
セクション 7.0 9	統制権の変更	76
第7.10節	ERISAの他の負債	76
第7.11節	ローン書類の失効	76

第八条
A協力パートナーシップ, WAIVERS, A需要そして Rエミディス

第8.01節	加速など。	76
セクション 8.0 2	修正	77
第8.03節	権利の保存	78

第9条
Gエネラル Pロビソン

第 9.0 1 節	表現の生存	79
第9.02節	政府の監督管理	79
第9.03節	タイトル	79
第9.04節	完全な合意	79
セクション 9.05	いくつかの義務；本契約の利点	79
セクション 9.0 6	費用、補償	79
第 9.0 7 節	会計計算	82
第 9.0 8 節	条文の分割可能性	82
第 9.09 節	貸し手の無責任	82
第9.10節	機密性	82
セクション 9.11	非信頼性	83
セクション 9.12	開示する	83
第 9.13 節	金利制限	83

第十条
T彼は…。 A省庁 A紳士.紳士

第 10.01 節	主管当局に委任する	84
セクション 10.0 2	貸手としての権利	84
セクション 10.0 3	行政代理の依存	84
セクション 10.0 4	免責条項	85
第 10.05 条	職責転授	86
第 10.0 6 節	行政代理の辞任	86
セクション 10.0 7	非依存関係管理代理人、手配人及びその他の貸し手について	87
セクション 10.0 8	他に職責などはない	88
セクション 10.09	行政代理人は申索の証明をアーカイブに送ることができる	88
第10.10節	ERISAのいくつかの事項	89
第10.11節	誤った支払いを追討する	90

第十一条
SETOFF

セクション 11.0 1	相殺する	90

iii


第十二条
Bエネフィットのです。 A“グリーン協定”; A標識; P人工知能

第12.01節	相続人と譲り受け人	90
セクション 12.0 2	情報発信	94
第 12.0 3 節	税務処理	94

第十三条
NOTICES

第 13.0 1 節	通知の効力	94

第十四条
COUNTERPARTS; INTEGRATION; EFFECTIVENESS; E電子 E執行する．

セクション 14.0 1	対応の仕方	96
セクション 14.0 2	電子執行刑	97

第十五条
Cホイスのです。 Lアウェイ！; CONSENT 至れり尽くせり JURISDICTION; WAIVER のです。 JURY Tリアル

セクション 15.0 1	法律的選択	97
セクション 15.0 2	司法管轄権に対する同意	98
第 15.0 3 節	陪審員の取り調べを放棄する	98
第 15.0 4 節	アメリカ合衆国愛国者法通知と実益所有規制	99
セクション 15.05	相談や受託責任は負いません	99
セクション 15.0 6	貨幣を判断する	99
セクション 15.0 7	承諾と同意自分を救う影響を受けた金融機関	100

第十六条
G警告

セクション 16.0 1	保証人	100
セクション 16.0 2	無条件の保証	100
セクション 16.0 3	全額支払によるのみ解雇、特定の状況での復職	101
第 16.0 4 条	当社の免責事項	101
セクション 16.0 5	代位権	101
セクション 16.0 6	加速状態を保つ	102


展示品

添付ファイルA	–	証明書の形式に合致する
展示品B-1	–	譲渡の形式と仮定
展示品B-2	–	指定借り手申請書及び譲渡契約書
添付ファイルC	–	前払い通知の様式
付属品D	–	約束手形の形式
添付ファイルE	–	借用通知書の書式
付属品F	–	転換 · 継続のお知らせのフォーム
添付ファイルG	–	指定借り手通知の様式
展示品H-1	–	アメリカ税務コンプライアンス証明書フォーマット
展示品H-2	–	米国税務コンプライアンス証明書のフォーム
展示品H-3	–	米国税務コンプライアンス証明書のフォーム
展示品H-4	–	米国税務コンプライアンス証明書のフォーム

付表

価格設定表
コミットメントスケジュール

付表13.01	–	通告のいくつかの住所

信用協定

本クレジット契約は、 2024 年 10 月 31 日付で、 Salesforce ， Inc. との間で、デラウェア · コーポレーション（ The Delaware Corporation ）会社”), 指定借り手（もしあれば）は、本契約の締約国、貸し手として本契約の締約国である機関（本契約の履行または本契約に基づく譲渡による場合を問わず）部分 12.01、 Bank of アメリカ， N. A.，管理代理人、スイングライン貸し手および発行貸し手、およびその他の発行貸し手として、本契約の締約国です。

当社は、貸し手に対し、本明細書に定める目的のために、借り手に対して回転信用ファシリティを提供するよう要請し、貸し手は、ここに定められた条件に従ってそうする意思があります。

本契約の相互契約および合意を考慮して当事者は以下のとおりに合意します。

第一条

D定義する

第1.01節 定義された用語のいくつかはそれは.本プロトコルで用いられるように：

“実績未使用コミットメント“で定義されたのは部分 2.0 5 （ a ）.

“管理エージェント「銀行 · オブ · アメリカ」は、貸し手の契約上の代理人としての立場において、第十条貸し手としての個人能力ではなく、およびこれに従って任命された後継管理代理人第 10 条.

“行政代理人事務所未返済信用を口にして合計する

““いつでも、次の項目に関する未償還信用リスクの合計すべての貸手はこの時にいます協議

“本信用協定を指して，改訂，再記述，補足することができる. 他の方法で修正され、時々施行される協議会計原則

““公認会計原則を指し、適用される当社が下記の財務諸表を作成する際に用いた方式と一致する部分提供しかし、13d-3

“部分逆に、会社が行政エージェントに通知した場合、会社は、発効日後に発生した任意のGAAP変更の影響を除去するために、本プロトコルの任意の規定の修正を要求する。この通知は、GAAPまたはその適用変更の前または後に発行されるものであり、この規定は、その変更が発効するまで、GAAPの現行有効およびその変更が発効する直前の適用によって解釈されるべきである。通知は撤回されたか、またはそのような規定は本条例に基づいて改正されなければならない協議貨幣“で定義されたのは

“部分予備基本金利“いつでも変動金利のこと。 SOFR署長がこの日ニューヨーク連邦準備銀行のウェブサイト(または任意の後続源)で発表した融資金利追加する.

“1.00%です。“最優遇金利”は、米国銀行が様々な要因に基づいて設定した金利である。米国銀行のコストおよび予想リターン、一般経済状況、および他の要因を含み、公表された金利よりも高いか、またはそれ以下である可能性があるいくつかのローン定価の基準点として使用される。このような素数ではどんな変化も合意する。代替基本金利が代替金利として使用される場合、部分

“テノールが使える“確定した日から、尊重する場合任意の通貨に適用される任意の当時の基準は、(X)通貨の任意の当時の基準が定期金利である場合、基準(またはその構成要素)の任意の基調を決定に使用するか、または決定に使用することができる本プロトコルまたは(Y)によれば、基準(またはその構成要素)から計算される任意の支払利息期間は、支払利息を決定するために使用されてもよく、または決定するために使用されてもよい。いずれの場合も、当該基準を参照して計算されるが、疑問を生じないためには、以下の条件により除外された当該基準のいずれの基底期間も含まれていない

“部分*3.07(C)(Iv)

“保留金行くぞ“減記と転換権力の行使のこと影響を受けた金融機関の任意の責任に対する決議案の許可に適用される 5.04; 自分を救う, 立法.立法“(A)欧州経済圏加盟国のいずれについても欧州議会と欧州連合理事会指令2014/59/EU第55条を実行し、EUが時々説明する欧州経済圏加盟国の実施に関する法律、法規、規則、または要件自分を救う 9.07立法別表及び(B)連合王国に関する“2009年連合王国銀行法”(随時改正)第I部及び適用連合王国は、不健全または破産した銀行、投資会社または他の金融機関またはその関連会社の清算に関する(清算、管理または他の破産手続を除く)

“アメリカ銀行ノースカロライナ州のアメリカ銀行のことですこれは全国的な銀行協会ですノースカロライナ州のシャーロットに主な事務所が設置されていますカロライナは、その個人として、そしてその後継者である基準.基準 15.06.

““最初は(I)何についてもドルで計算される金額、用語SOFR基準為替レート、(Ii)ポンド、ソニアでの価格の任意の金額、および(Iii)ユーロ、ユーロの同業借り換え金利で計算される任意の金額提供もし基準があれば変更日は根拠になりました部分ただし，“基準”とは適用される基準置換であり，その範囲はその基準書き換えが根拠となっている 3.07

“実益所有権規制“15.04節で定義する福祉計画 2.11(A)“従業員福祉計画”(ERISAで定義されている)のいずれかを意味するが、規定されていなければならない ERISA，(B)は規則4975節で定義された“計画”であるか，または(C)その資産は(ERISA第3(42)節またはERISA第1章または規則4975節について)誰を含むかどのような資産でも“

“従業員福祉計画“または”平面図 2.11借款人

““当社のことや 借入期日

““前払金または信用状の発行日のこと以下に示す貸し出しのお知らせ

““で定義されたのは部分

“平日土曜日、日曜日、またはその他の許可された商業銀行の休業日を除いた任意の日を指す。ニューヨークの法律によると、実際にはニューヨークに閉鎖されている提供それはこうです.

“(A)この日が任意の金利に関係している場合この日はアメリカ政府の証券営業日でもあります 2.21 g ）

“）管理代理人が当該決定の書面による通知書において定められた日において、各発行貸し手、各スイングライン貸し手および相互貸し手は、そのような決定後速やかに。指定借入者

“」とは、当会社の子会社である指定借り手として指定された 部分

“指定借り手のお知らせ” 通知は実質的に形で

“添付ファイルGこれに添付する指定借り手債務 12.01“そうですか。定義されています部分指定借り手請求と引き受け契約

“> > 意味通知は実質的に 展示品添付です指定された借り手要件“で定義されたのは部分 2.24 （ a ）

“ 」まず満足（または放棄）すること。 電子版“で定義されたのは部分.

“電子記録」と定義されている。 部分

“電子署名」と定義されている。 部分条件に合った譲り受け人」とは、下での譲受人となる要件を満たす者をいう。

“部分 12.01 （ b ）（ v ）

“ そして （下で必要とされる同意があれば、部分 12.0 1 （ b ）環境法 3.07「すべての連邦、州、地方および外国の法令、法律、司法決定、規制を意味します。条例、規則、判決、命令、政令、計画、差し止め命令、許可、譲歩、補助金、フランチャイズ、ライセンス、協定および（ a ）環境保護、（ b ）環境保護の効果に関するその他の政府の制限人間の健康に対する環境、（ c ）地表水、地下水または土地への汚染物質、汚染物質、有害物質または廃棄物の排出、排出または放出、または（ d ）製造、加工、流通、使用、処理汚染物質、汚染物質、有害物質または廃棄物の保管、処分、輸送または取扱い (Ii)一人から減号.

“この利息期間に適用される準備金要求(小数で表す)為替レート、為替レート“1つの通貨にとって、ある通貨の為替レートを別の通貨で購入することを意味する適用可能なロイター通信画面ページ(または行政エージェント、任意のSwingline貸手、または任意の発行貸手(場合によっては)および当社が同意する可能性のある他のソース)は、午前11時頃です。当日は2営業日となっております外国為替の締め切りを計算する前に提供このレートが適用されるロイター通信画面ページに現れない場合(または管理エージェントが同意する可能性のある他のソース。 Swingline融資者や任意の発行貸手(場合によっては)、および当社)為替レート、為替レート

“別の通貨で当該通貨を購入する決定については、当該他の公開されている通貨を参照しなければならない行政エージェント、任意のSwingline融資者、または任意の発行融資者(場合によっては)と当社が合意した為替レートを示すためのサービス、またはそのような合意がない場合には、

為替レート、為替レート

“そうなる。代わりに，行政エージェント，Swingline貸手や発行貸手(何者に適用されるかに応じて)によって決定された為替レート，すなわちスポットレートとして行動した人が申告した為替レートを，その人が上記の通貨を購入するスポットレートとする. 別の通貨は午前11時頃にその主要外国為替取引事務室を介してその通貨を取引する。外国為替を計算する締め切りの2営業日前。さらに提供すれば

“このような決定を下した場合、その即時為替レートを合理的にオファーすることができない場合、行政エージェント、Swingline貸手、または発行貸手(場合によっては)は、それが適用されると考えられる任意の合理的な方法を使用することができる。この比率を決定するために、この決定は決定的でなければならず、明らかな誤りはない税抜き

““行政エージェントとはどんなものでも貸金人又はその他の会社が本契約項のいずれかの義務により支払われる金の受給者は、(A)会社の全純収入(額面にかかわらず)に対して徴収又はその総純収入で測定される税項、それに徴収されるフランチャイズ税(代替純額) 所得税)および支店利益税または同様の税は、それぞれの場合、以下の司法管轄区(またはその任意の政治区分)によって徴収される：(I)受給者の組織またはその主要事務所が存在する法律に基づいて、またはいかなる貸主も、その適用される貸借施設が所在する場合、又は(Ii)受給者が他の方法で現在又は以前の連絡を有する(本合意により具体的に考慮された活動及び取引を除く任意の融資または融資文書の売却または譲渡の権利、または任意の融資文書の規定を実行することを含むプロトコルであって、(B)守則は、融資者に支払う金額から源泉徴収される任意の予備源泉徴収を要求する。守れなかった部分

第三百五十五条第一項

(C)外国貸主の場合は、当該外国貸金人に支払う金額に応じて徴収されるいかなる米国源泉徴収を要求するか(請求により譲り受けた者を除く当社によると部分 )外国貸主が当該契約の当事者(又は新たな貸借機関を指定する)となった場合の現行法によれば、当該外国貸金人(又はそれを除く) 譲渡者(ある場合)は，新たな貸出施設(又は譲渡)を指定する場合には，次の規定により会社から当該源泉徴収に関する追加額を得る権利がある部分 3.0 5 （ a ）（ i ）あるいは…。

（ d ）貸し手の場合には、貸し手の遵守の失敗に起因する源泉徴収税

“部分 3.0 5 （ e ）

（ e ） FATCA に基づいて課される米国連邦源泉徴収税。 展示品」とは、他の文書が特に参照されていない限り、本契約の付属品を指します。

既存の信用協定」とは、 2020 年 12 月 23 日付の、当社と、当事者およびシティバンク N. A. の貸し手行政代理人として（本契約の日付前に修正、修正、補足またはその他の変更）。既存の満期

」は 2.23 節で定義されている。

延長日

“」は 2.23 項で定義されている。 施設終了日「（ a ） 2029 年 10 月 31 日、またはその後の日付を意味する。延長された部分 (the “満期指定“SOFR前金またはヨーロッパ通貨前払いについては、上記の日付から計算される期間を意味する SOFRパッドまたはヨーロッパ通貨パッドは、SOFRパッドまたはヨーロッパ通貨パッドとして支払いまたは変換または継続され、以下の日に終了する：(A)その後1ヶ月、3ヶ月または6ヶ月、または(B)他のようなすべての貸主の同意を得る。その後の日付は、借入通知または変換/継続通知の中から借り手によって選択される.

“提供すなわち、(I)グレゴリオ暦月の最後の営業日(または次の日)からの任意の利息期間当該集計期間終了時のカレンダー月に該当する日付がない)当該計数期間終了時に当該カレンダー月の最後の営業日が終了すべきであり、及び(Ii)そうでなければ、利子期間が終了するか否か営業日でない日には、その利息の期限は次の営業日に終了しなければならない

“提供しかし、上記のように、次の営業日が新暦に該当する場合、その利息期間は営業日のすぐ前です。本定義により本定義から削除された基調はない部分*3.07(C)(Iv)”.

“任意の借用通知または変換/継続使用通知において指定することができるべきであるISP.ISP

“指摘版の“1998年国際予備慣行” 国際銀行法と実践協会(または関連信用状の発行時に発効する比較的新しいバージョン)によって発行される融資先を発行する

““(A)すべての米国銀行(それ自体によって、またはそれによって指定された関連会社または支店を指す )，(B)シティバンク，N.A.(C)モルガン大通銀行，N.A.及び(D)任意の他の貸手であるが，その全権を適宜に決定して本合意項の下の“発行貸金人”を担当することに同意し，#年に当社の書面承認を受けて限とした。これは、本契約項の下の“開証貸金人”の唯一の裁量として、いずれの場合も、任意の信用状の開証人とする貨幣を判断する“で定義されたのは 2.08.

“部分L/C約束“いかなる開証貸金者にとっても、当該開証貸金者が次の対象として信用状を発行する義務をいう。当社又はその1又は複数の付属会社の時々の勘定は、総額が承諾表上の当該等の発行貸主名と対向するところに記載されている額に等しいか、又は任意の発行貸主が発行貸金人となる場合は、発効日の後、貸手は、当社とその発行貸主との間の書面合意で個別に合意した金額(契約時に直ちに行政エージェントに交付されるべき)である。この額は、有効日後に、会社と発行貸手との間の書面合意で変更することができる(協定は、署名時に直ちに行政エージェントに交付されるべきである)提供

本契約条項によれば、誰もがいかなる理由でも開証貸金者ではなく、その支払いは0ドルでなければならない(本契約の規定に従ってまだ履行されていない当該人の信用状に制限される)

“行政代理人を合理的に満足させる形で交付された合併協定を意味するそのグループに関する情報

借方

“と”

貸手受取方

“ つまり貸手Swingline貸手はそして発行された貸手です信用状申請“指定されたフォーマットを採用した申請のこと適用された開証行は時々その開証行に発行、延長、或いは信用状の増加を要求する。もし本契約の条項と条件が

“信用状“次の条項に基づいて発行された信用状の総称を意味する部分それは.本契約に何らかの逆の規定があっても，任意の開証行(米国銀行を除く，それはいつでも行政代理)によって根拠がある.

“部分適用される融資者が行政代理に信用状を発行することを書面で通知する前に、それを融資文書中の“信用状”としてはならない。信用状は会社の選択によって、ドルあるいは任意の外貨で価格を計算することができます留置権“という意味です任意の留置権(法定またはその他)、担保、質権、担保、譲渡、預金手配、財産権負担または他の保証権益、または同様の優遇手配(条件付販売下の売り手またはレンタル者の利益を含む。融資リースまたは他の所有権保留協定は、疑問を生じることを免除するために、いかなる経営賃貸も含まない)貸し付け金“とは、融資者が循環ローンまたはSwinglineローンの形態で借り手に提供するクレジットを意味する

“融資書類本契約、信用状申請書、貸手ごとの共同協定、各指定された借主請求及び仮定協定及び以下の規定により発行されたいずれかの手形部分(要求があれば)時々修正、再説明、または他の方法で修正され、有効にすることができる

“貸金方“を総称して当社と呼ぶ13d-3指定された借り手ごとに13d-5主要子会社“当社(A)のいずれかの附属会社を指し、当該附属会社が当社の下で組織及び存在し、又はその主要メンバーである営業場所：米国またはその任意の政治区画、カナダまたはその任意の政治区画、発効日がEU加盟国である任意の国またはその任意の政治区画；またはスイス、ノルウェー、またはオーストラリア、またはそれらのそれぞれの任意の政治的分岐；および(B)いつでも総資産(会社間除外後)が総合資産の10%を超える会社実質的な悪影響

““(A)財務状況、経営結果、当社及びその付属会社の業務又は財産を全体とし、又は(B)貸金人又は行政代理が融資書類全体に基づいて貸金先に対して享受する権利又は救済方法物質債務

““当社または任意の主要付属会社の借入金の負債総額を示す 1，000，000，000ドル以上の元金を返済していないが、(I)融資書類の項で発生する債務、(Ii)当社と任意の付属会社との間又は付属会社との間又は間の会社間債務、並びに (3)第6.10(A)(2)節に記載のいずれかの特別目的実体子会社の債務提供このような債務は追徴権がない当社またはその他のいかなるものにも付属会社(関連特殊目的実体を除く)(このような融資や担保における“売り手”、“発起人”または“サービス事業者”の習慣義務はないことは言うまでもない。このような債務に対する追徴権を構成する)最大速度」の意味は、指定された部分最低担保金額 2.03“いつでも、(A)現金で言えば現金または預金口座残高からなる担保は、そのときの発行および未返済信用状に対する融資者の前払いリスクの100%に等しい額、および(B)その他の場合に合理的な額に等しい行政代理と発行貸金人が自分で決定する“で定義されたのは 12.01部分 3.0 5 （ e ）（ ii ）（ B ）（ 3 ） 12.01減価と折算権力

“「（ a ） EEA 解決機関に関して、書き下ろしおよび当該 EEA 解決機関の転換権限は、 保留金適用される EEA 加盟国の法律、減算および換算権限が EU で記述されています。 2.05.

“保留金 立法スケジュール、および（ b ）イギリスに関しては、適用される解決機関の権限

“保留金立法を廃止し英国金融機関の負債または負債を生成する任意の契約または文書の形態を減少、修正または変更し、負債の全部または一部をその人または任意のものに変換するいかなる権利が当該契約又は文書によって行使されたかのように，いずれかの権利が当該契約又は文書によって行使されたかのように，又は当該法律責任又は当該法律責任に基づいて行使されたいかなる権力についても一時的にいかなる義務を取り消すかを規定する. 保留金 14.02.

“上述した任意の権力に関連しているか、またはこのような権力に付属する立法前述の定義は、定義された用語の単数形と複数形の両方に等しく適用される。本書で使用される会計用語本書に特に定義されていない契約は、契約会計原則に従って慣習的に与えられる意味を持つ。 6.01.

“部分保留されている10-K部分

“信用状金額.特に明記しない限り、本明細書におけるすべての言及は信用状とは、信用状または信用状によって想定されるすべての自動増額（もしあれば）を効力を与えた後の、信用状の最大額面金額のドル相当額をいう。（当該信用状または信用状の申請書に明記された時点で、その金額は（ a ）当該信用状の恒久的な削減または（ b ）任意の金額によって削減されることがあります。その信用状の下で引き出され、払い戻され、もはや利用できない）。 3.04

“部分 (Ii)以下に述べるいずれの額も

“部分*2.03(D)(Iii)

“ このような米ドル支払要求のいずれかは、適用された借り手は、引き出し通知を受けた後直ちに適用された貸金者に通知しなければならず、当該適用された借り手は、適用された手形を償還する。ドル建ての貸手。外貨建て信用状項目のいずれかのこのようなドル支払に対して、適用される開証行(行政代理を介して)は、適用される借り手に通知すべきであるドルで支払うか又は任意の信用状で外貨で支払う場合の適用時間)が適用される返済日に当該開証貸金人(及び行政代理)に適用される借主に通知しようとする。融資者が他の出所又は資金から抽出した資金を返済するために、適用される借り手は直ちに行政代理に借入通知を出したとみなされ、貸手に循環融資を要求しなければならない。部分

“ 適用される融資者(行政代理を介して)が本項第1文でいう借り手適用通知を出した日後の第1営業日部分 2.09.

“*2.03(F) 部分満足していない

“部分あるいは…部分本協定項の下で実際に使用されていない承諾についてはいかなる承諾料も計上してはならない責任を失った貸金人は，その責任を失責した貸金人が責任を負う貸金人である限り

“費用状それは.会社は自分で行政代理に支払わなければならない料金書で指定された金額と時間でドルで計算された費用です。この費用は支払うときは全額稼いで，それに応じなければならない

“払い戻しはできませんどんな理由でも

“総承諾額を減らすそれは.会社は割合で全体または一部の総承諾額を永久的に減らすことができる (除く)部分.

“)貸手のうち、最低額は3，000，000ドルまたは1，000，000ドルを超える任意の整数倍であり、方法は、3，000，000ドルまたは1，000，000ドルを超える整数倍以下である場合に、行政エージェントにこの削減に関する通知を行う。午前十一時(太平洋時間)任意の営業日において、通知は、任意のそのような減少した額を具体的に示すべきであり、通知は、その中で規定された1つまたは複数のイベントの発生を条件とすることができる提供しかし、すなわち，すなわち総承諾額は未償還信用リスク総額以下に減少してはならない。すべての承諾料は、貸主のすべての循環義務が終了した発効日に支払われなければならない。ローンを組む部分それは.それぞれのSOFR前払い、ヨーロッパ通貨前払い、または循環借款であるソニア前払いの最低金額は5，000，000ドル(1，000，000ドルを超える場合は1，000，000ドルの倍数)であり，循環借金としての予備基本金利前金あたりの最低金額は 3，000，000ドル(1，000，000ドルを超えると1，000，000ドルの倍数)，Swingline借金あたりの最低金額は500，000ドル(100，000ドルを超えると100，000ドルの倍数)提供しかし、どんなSOFR前払いでも欧州通貨前払い、ソニア前払い、または予備基本金利前払い(任意のSwingline借金の場合、Swinglineから昇華される)は、未使用の総承諾額とすることができる。誰もSOFRの前払いを要求してはいけません欧州通貨立て替え金またはソニア立て替え金のいずれの場合も循環借款であり、この要求の立て替えを実施した後、循環借款の利子期間が15(15)個を超える(そうでない限り)。行政エージェントはその全権決定の下で制限を放棄した)部分繰り上げ返済する信用状と関係があります。そして、貸金者の利益のために、現金担保品を行政代理が開設した現金担保口座に支払い、金額が上記超過分に相当するか、又は必要な他の行動をとって、いずれかを解消する。ひどいですね部分

“それは.♪the the the 適用される借り手は、前金のタイプを選択すべきであり、各SOFR前払いまたはヨーロッパ通貨前払いである場合、時々それに適用される利息期間を選択しなければならない。適用される借主は行政代理に提供しなければならない(そして Swingline借入金の場合、適用されるSwingline貸主)通知(この通知は清算または免除を条件とする場合があります(従って)部分 2.24.

“)に列挙された条件 部分)基本的には添付ファイルE

“または行政代理承認の他の形態(電子プラットフォームまたは電子伝送システム上の任意の形態を含む) 行政代理による承認)は、それぞれの場合において、借り手を適用する権限者(又は適用されるような、会社代表が適用される指定借主)によって適切に記入及び署名される。部分第二百二十四条第二項 16.01.

“貸し出しのお知らせ“)午前11：00より遅くない(太平洋時間)各予備基本金利前払いの借入日、午前11：00(ロンドン時間)Swinglineごとの貸出日ユーロかポンドでお金を借りて、午後十二時(太平洋時間)Swinglineドル借入金あたりの借入金日と午前11：00(太平洋時間)1 SOFR前金借入金日の3(3)営業日および4営業日 (4)各ソニア前金または欧州通貨前払い(Swingline借金を除く)借入金日の前の営業日。借金通知は明らかにすべきである(A)この下敷き金の貸し出し日、すなわち営業日B-2(B)当該立て替え金の総額及び通貨、

“(C)選択された前金タイプ(該当するもの部分(D)この立て替え金は循環借款かSwingline借金か(E)SOFR前金および欧州通貨前払いごとの利息期間これに適用して.

“ 融資者が金利の変動に一致して同意することを要求し、違約または未満期違約が発生した後に選択と通知を行う必要はない部分

“あるいは…)上でこの利益を宣言します期限を過ぎた融資金額は、本来支払うべき金利よりも2%高い年率に相当する(任意の債務者救済法に従って任意の訴訟手続を開始した後および前の)金利で支払わなければならない。その他の超過金額は，(X)に等しい金利で利息を計算し，金額はポンドで計算しなければならない，すなわちソニア金利である

“プラス ソニアローンに適用される適用保証金

“プラス 年利2%，(Y)年利ドルで計算した金額、すなわち予備基本為替レートです$プラス

“代替基準金利ローンに適用される適用保証金プラス

“年利2%および(Z)いかなる外貨(ポンドを除く)についても隔夜金利であるこの等外貨に適用されるプラス

“このような外貨建てのヨーロッパ通貨ローンに適用される適用保証金プラス

“ 諦められたりします部分

“支払い方式それは.別の規定がない限りドル建てとドル建ての総承諾額、および(Ii)任意の外貨建ての循環ローン、外貨建てのSwinglineローンと信用状に対して適用されます。前提は、 4.01提供

“しかし、行政代理、融資者、または融資者の倒産このような勘定またはその中のいかなる誤りも、いかなる方法でも、いかなる借り手もその条項に従って債務を返済する義務に影響を与えない(D)次の各項でいう勘定および記録を除く 14.02.

“第(A)条と…上の図では、各貸金先と管理者代理人は、クレジットおよびSwinglineローンの参加権を購入および販売することを証明するために、慣例に従って口座または記録を保存しなければならない。もし勘定と勘定の間に何か衝突があれば行政エージェントが保持する記録や任意の貸手が当該等の事項に関する口座や記録を、明らかな誤りがない場合には行政エージェントの口座や記録によって制御すべきである 14.02.

“(E)任意の貸主は、実質的に以下の形態の本チケットを証明として、それによって行われるか、または行われるべき融資を要求することができる展示品. D.D (each「 A 」 14.02.

“注記“)”この場合、適用される借り手は、その貸手(またはその登録譲受人)に対応する手形を作成、署名し、その貸手に交付しなければならない。その後、このような人々が証明したローンは手形とその利息はいつでも(根拠を含めて)部分)は、その中に記載された受取人または任意の譲受人に対応する1枚以上の手形によって表される , (vi)部分(vii)しかし、そのような融資者または譲受人がその後、そのような手形を無効にするために任意の手形を返送し、そのような融資の再証明を要求する場合は例外である第(A)条そして ).

“ 上に部分1つ目は

“ 二番目

“お金を支払うためにプロ

“比率.比率第三に

“部分 第四に

“5位部分第六． 7位

“第(I)条 and （

“ “

“)および(Iv)行政代理および会社は、現地の法律、税金、控除および/または他の特定の司法管轄区域に関連する任意の規定を反映するために、本協定を修正すべきである本プロトコルについては，申請借主構成指定借り手の発効日を示し，貸し出し双方は，その指定借り手が本プロトコル項の下の融資を受けることを許可することに同意した. (B)すべての指定借り手の債務は、いくつかの性質を有しなければならず、疑問を生じないためには、いかなる借り手も指定してはならない(しない限り) 保証人のために)当社、任意の保証人、または任意の他の指定借り手の任意の債務について責任を負わなければならない その上で部分 2.11

“提供 第三条田野保護軸.軸

部分

“生産量保護それは任意の貸手(ヨーロッパ通貨為替レートに反映された任意の準備金要件を除く)、または任意の融資を発行する貸手の資産の要件、その口座上の預金、またはその口座に提供される預金、またはそれによって提供または参加するクレジット；私たちに与えられました会社は明らかな間違いがない場合に決定的でなければならない。会社は15分以内にその貸手または発行貸金人(どの場合に応じて)に支払う必要があります(または適用される指定された借り手に支払うことができます)そのような証明書に表示されている満期額のいずれか (十五)受け取ってから十日以内要求の遅延それは.いかなる貸主や発行者も貸金者は履行を遅らせることができなかったか，または履行を遅延させた本条例前項の規定により賠償を請求する

“部分あるいは…部分融資者や融資者の要求を放棄する権利にはなりません補償します提供当社は本条項の前述の規定に基づいて貸金人又は発行貸金人(どのような場合によるか)を賠償すべきではありません部分あるいは…。部分当該貸主又は開証貸金人が当該等のコスト増加を引き起こす法律の変更の日前九ヶ月以上に生じた任意の増加したコスト又は損害のいかなる減少を当社に通知するまたは減少、および借主または発行者がこれに対してクレームを提起する意向(ただし、費用の増加または減少を引き起こす法律的変更がトレーサビリティを有する場合、9ヶ月の期間を指すその遡及効力を含む期間まで延長されなければならない)

“追加準備金要求それは.会社は支払わなければならない(または適用に至る) 任意の中央銀行または金融監督機関に適用される任意の預金準備率要件または同様の要件を維持することが要求される限り、各貸手に支払いを指定する。外貨建ての承諾または融資資金では、これらの追加コスト(毎年のパーセンテージで表され、必要に応じて最も近い小数点以下5桁に上方に切り捨てる)は、実際に割り当てられたコストに等しい融資者の承諾または融資(貸手が誠実に決定し、その決定が最終決定である)については、承諾または融資は、融資の各支払利息の日に満了して支払わなければならないが、会社は支払わなければならない。貸手は、少なくとも30日前に発行されたこのような追加料金に関する通知を受信する(通知コピーを管理エージェントに送信する)。借り手は会社に証明書を渡して、合理的で詳細な計算をリストしなければなりません融資者によって発生するこのような実際のコストは、一般に、同様の条項を有するプロトコルに従って、融資者と同様のクレジットを有する顧客からそのようなコストを受け取ることを証明しなければならない。部分*3.02(D)貸手が関連利息支払日の30(30)日前に通知を発行できなかった場合、通知を受けた日から30(30)日以内に満了し、そのような追加料金を支払わなければならない。上には疑問を生じさせないために、本契約により支払われたいかなる金額も部分 2.18*3.02(D) 適用借主又は行政エージェント(場合により定める)は、以下(E)項に基づいて提出された情報及び書類によって決定された法律を差し押さえ又は控除する。任意のローン文書の下の任意の支払いは、(A)適用される借主または行政エージェント(場合に応じて)は、適用される借主または行政エージェントによって決定される以下のように控除される権利がなければならない法律が適用される；および(C)控除または控除が補償税または他の税金のためである場合、適用される借り手が支払うべき金額は、任意の必要な源泉徴収または必要なすべての控除(本協定に従って支払われるべき追加金に適用される控除を含む)を作成する部分(ii)行政代理又は任意の借主又は発行借主が受け取った金額はそれに等しい他税の納付それは. (A)上述したように、借り手は、適用法律に基づいて、速やかに関係政府当局に任意の他の税金を納付しなければならない賠償する

“(I)上記(A)又は(B)項の条文を制限しない原則の下で、会社(又は適用される指定借主) 行政代理、各貸金人及び各開証貸金人に賠償し、書面の要求を出してから30(30)日以内に賠償された税金又はその他の税金を全額支払わなければならない部分

“)行政代理または貸金人または発行者に支払われた金額を差し引くか差し引くエージェント)、または行政エージェントがそれ自身を代表するか、または貸手を代表するか、または融資者を発行するかは、明らかな誤りがない場合には決定的であるべきである (1)貸金人が当社又は行政代理に交付できなかったか、又は当該貸金者又は発行者が自社又は行政代理に交付しなければならない書類が不正確、不足又は不足によるもの

“部分

“ 融資者または融資者の任意の補償税または他の税項に起因することができる(ただし、借り手に限定されるが、これらの補償税または他の税金項目について行政代理に弁済されておらず、制限されていない第一条第一項

“それは.♪the the the 第一条第一項管理代理人の辞任および / または交代、貸し手による権利の譲渡、または交代、累計コミットメントの終了および返済後も、その他のすべての義務の満足または免除。 2.23支払の証拠.借り手または管理代理人の要請により、借り手または行政代理人による政府機関への税金の納付後、本条に規定されている場合があります。 その意味では外国貸し手または発行貸し手（またはそのような他の者）は、（ A ）法典 881 （ c ）（ 3 ）（ A ）の意味での「銀行」、（ B ）の意味での借り手の「 10% の株主」ではない。法典 881 （ c ）（ 3 ）（ B ）条、または（ C ）法典 881 （ c ）（ 3 ）（ C ）条に記載されている「支配外国法人」（ a ）条アメリカ税務コンプライアンス証明書 2.05」と、（内部）のオリジナルを実行した。歳入サービスフォーム W-8 BEN 8.01あるいは…W-8 BEN-E 該当する場合、

“(4)国内歳入庁の原本 W−8 IMY

“ 必要なものは全て IRS フォームを含む書類 W—8ECI 、 IRS のフォーム W—8BEN 、

“ IRS のフォーム W—8BEN—E，

“ 実質的に書類の形式の米国税務コンプライアンス証明書 または展示

“ IRS のフォーム and / or other 各受益所有者からの証明書類（該当する場合）提供 1.05.

“それは.接続中にこのようなコンプライアンス変更を実施するいかなる修正も発効し、本合意または任意の他の融資文書の任意の他の当事者のさらなる行動または同意を必要としない決定と決定の基準

“それは.管理エージェントはすぐにお知らせします会社と貸手：(A)任意の基準移行イベントの発生，(B)任意の基準置換の実施，(C)使用，管理，採用に関連する任意のコンプライアンス変更の有効性または基準置換を実施するか、および(D)次の条件に従って基準を除去または回復する任意の基準期間部分

“*3.07(C)(Iv)下です。委員会が下すことができる任意の決定、決定、または選択管理エージェントまたは本プロトコルによる任意の貸手(または貸手グループ)が適用される場合

“部分*3.07(C)

“基調、レートまたは調整に関する任意の決定、または発生に関する任意の決定を含む発生していない

“イベント、状況または日付の任意の決定、およびいかなる行動またはいかなる選択も取らない任意の決定は、明らかな誤りがない場合には、決定的で拘束力があり、それ自体によって行うことができる。本合意または任意の他の融資文書のいずれかの他の当事者の同意を得ない場合には、それぞれの場合に本合意に基づいて明確に要求されない限り、適宜決定する部分

“*3.07(C)基準の基準期は使用できない

“それは.たとえ本契約または他のローンに逆の規定があっても文書は、いつでも(実施基準置換に関連することを含む)、(A)当時の基準が定期金利である場合、および(1)基準の基調が画面または他の情報に表示されていない管理エージェントがその合理的な適宜決定権で時々選択する料率を発表するサービス機関、又は(2)当該基準の管理人の監督管理担当者が提供する公開声明又は出版物基準の任意の期限が代表的な情報を有していないか、または代表的でないことを宣言すると、管理エージェントは、利用できないまたは削除するために、その時間または後に、任意の基準設定の“メッセージ期間”を修正することができる非代表テノール及び(B)上記(1)項の(A)項に従って除去されたテノールが、基準(基準を含む)の画面又は情報サービスに表示される場合代替)または(2)これ以上、またはこれ以上、基準(基準置換を含む)の代表的な公告を有さないか、または制限されない場合、管理エージェントは、“利子期間”を修正することができる以前に除去された基調を回復するために、時間または後のすべての基準設定のためのものである 16.01基準使用不能期限

“それは.当社によると任意の所与の基準の使用不可能期間に関する通知を受信すると、(I)会社は、任意の未解決の循環借入金またはSwingline借入金を撤回し、(場合に応じて)、または任意の基準が利用できない間に発行、転換、または継続して発行された融資を継続し、そうでなければ、当社は、任意のこのような要求を循環借款またはSwingline借入の要求に変換したとみなされる。期間及び(B)いかなる未償還の影響を受けたSONIAローン又は欧州通貨金利ローンについては、(I)ドル(金額はその外貨のドルに相当する同値に相当する)で計算される代替基礎金利ローンに変換しなければならない SONIAローンについては、直ちに又は(欧州通貨金利ローンであれば)適用される利子期間が終了したとき又は(Ii)SONIAローンについては、直ちに全額前払いし、欧州通貨金利ローンであれば、押す提供

“、、“情報“はい” 当社又は当社を代表する代理人又は貸手が、本合意との交渉、シンジケート及び締結に関する事項についての発効日は、全体的に何の不実な点も含まれていません重要な事実を述べたり、必要な重要な事実を見落としたりして、その中に記載されている陳述が全体として、そのような陳述がどのような場合に重大な誤解を持たないかを考慮した場合、 (当時または以前に提供された任意の補充品を有効にする) 2.22.

“部分規制 U Uそれは.当社は主にあるいはその重要な活動の一つとして、即時、付帯、最終的にかかわらず、保証金株の購入または保有(定義)のための信用を提供する業務に従事していません。ルールUまたはルールX) 2.22.

“部分“投資会社法”それは. “投資会社”、“投資会社”によって支配されている会社“または”投資会社“として登録を要求されている会社は、いずれも1940年に改正された”投資会社法“によって定義されている部分

“OFAC、FCPAそれは.当社又はその任意の付属会社，又はその知る限りでは会社、任意の役員又はその役員とは、(A)外国資産規制所の特別指定国民リスト、財政部金融制裁目標総合リスト及び投資禁止リストに登録された個人又は実体、又は任意のものをいう。米国連邦政府(OFACを含むが、これらに限定されない)、欧州連合または国王陛下の財務省または他の任意の制裁対象または目標によって実行される類似のリスト、または(B)は、位置、組織、または居住する指定された管轄区域。当社とその子会社はすべての重要な点で適用される反腐敗法律を遵守しています

“部分影響を受けた金融機関それは.影響を受けた金融機関である借り手は一人もいない第六条.

“オヴィナンツ自自. 任意の貸主が本契約項の下で何かの承諾がある限り、または本契約の下で任意のローンまたは他の義務(クレームのないまたは賠償義務がある場合を除く)がある限り、発効日はまだ支払われていないか、または履行されていない、または (信用状を発行する融資者が同意する範囲、または信用状が現金で担保されている範囲外でない限り)任意の信用状は、未清算状態を維持しなければならない：部分 9.10.

“財務報告書存在と権威を維持するそれは.すべての借り手は、それぞれにつながることになります付属会社は，別の許可がない限り部分適切な成立または組織を維持し、効果的に存在し、(その概念がそのエンティティに適用される範囲内で)良好な地位を維持するために必要なすべてのことを行うその設立が法団又は組織(どのような状況に応じているか)である司法管区内の会社、共同、有限責任会社又はその他のエンティティは、その業務が所在する各司法管区においてその業務を行うために必要なすべての許可を維持する。すべての場合(借り手の有効な存在を除く)でない限り、そうしないと実質的な悪影響はないであろう, 部分法律を守るそれは.すべての借り手は、会社はそのすべての主要なものを子会社はすべての実質的な面で適用されるすべての法律、規則、法規、および命令を遵守する(このような遵守はERISAおよび環境法を遵守することを含むが、これらに限定されず、それが違約になる前にすべて支払う。その又はその財産に徴収される税金、評価税及び政府課金(善意から異議を唱えない限り)、このような規定を遵守しない行為が実質的な悪影響を与えない限り部分帳簿を閲覧·保存しておく. 記録する

“それは.法律及び会社又は任意の子会社が通常の業務中に締結した第三者守秘協定を適用する制約の下で、会社は、各子会社に行政代理を許可することを促す。違約又は未満期違約継続期間中に、その代表及び代理人が会社及び各付属会社の任意の財産、帳簿及び財務記録を検査し、帳簿及び帳簿を検査及び複製する。当社及び各付属会社の他の財務記録を、行政代理が可能な合理的な時間及び間隔内でそれぞれの高級社員と自社及び各付属会社の事務、財務及び勘定を検討するいずれの場合も、合理的に事前に会社に通知する場合に指定する。会社は保存と保存を行い、その各子会社にすべての重要な方面で適切な記録と帳簿を保存及び保存するように促すべきである。そのそれぞれの業務と活動に関連するすべての取引と取引は公認会計基準に符合しなければならない部分

“OFAC、FCPAそれは.会社は効果的な政策とプログラムを維持して実行するだろう会社、その子会社及びそのそれぞれの役員、従業員、代理人が反腐敗法律及び適用される制裁措置を遵守することを確保することを目的としている

“部分合併するそれは. (I)アメリカ合衆国、その任意の州又はコロンビア特区の法律により当社を構成又は合併する者がアメリカ合衆国の法律に基づいて組織及び存在する者である場合を除き、明確にしなければならない。行政代理人に署名して交付された文書に基づいて、行政代理人が合理的に満足する形と実質で、会社が期限までに債務を支払う義務があると仮定する及び当社は本契約の各約束を履行しなければならない；及び(Ii)は当該等の取引が発効した直後に、違約又は未満期の違約の発生及び持続がない 15.06.

“(B)会社が任意の他の者と合併又は合併して任意の他人に合併した場合，当該等の者からなる相続人会社が合併または合併した後、会社は会社を継承し、置換し、当社の合意に従って会社のすべての権利と権力を行使することができ、その効力はその相続人が会社に指定されたようにすることができる。ここにあります(C)疑問を免れるために，部分適用すべきなのはその会社は生き残った人ではない

“第七条EFAULTS以下のいずれか 1 つ以上の事象の発生は、デフォルトを構成します。部分陳述や保証に違反する.いかなる表明または保証も本契約に基づく貸し手または管理代理人への借り手、または本契約に関連して提供された証明書または情報は、作成された場合または作成されたとみなされる場合、重大な点で虚偽です。部分期限が切れて不払いになる 1.03.

“.（ a ）貸付金の元本未払いまたは会社の義務の下 部分

“ 2.03 （ f ） 信用状に基づく各ドラフトの金額、または（ b ）貸付金の利息、または貸付文書のいずれかに基づくコミットメント手数料またはその他の支払義務は、利息、手数料またはその他の義務が支払われる日から 5 （ 5 ）営業日以内に支払われます。

“部分チノに違反する.任意の違反（ a ）のいずれかの条件または規定の借り手 2.22部分

“あるいは…または（ b ）本契約の他の条項または条項のいずれかが、 30 日以内に救済されない場合そのような借り手はその発生を知っている。部分 2.16.

“デフォルトを交差する部分2.22.

“開証貸金人に開証行に支払う信用状項目の下に為替手形ごとの金額を返済するか、金利を下げたり、所定時間を延長したりする。利息または関連費用の支払い(違約金利の免除適用を除く)部分各借主または発行者の同意を得ずに，いかなる借主にも支払う. この影響を受けるs(B)必要な貸手の定義に規定されているパーセンテージまたは指定された任意の他の貸手のパーセンテージを低減する本プロトコルにおける特定の事項に対する行動または修正の適用割合

“部分または影響を受けたすべての貸主の同意なしに“比例分担”の定義である。…のために定期ローンを明確に、増加させるか、または循環クレジットスケジュールを増加させるか、または循環クレジットスケジュールの一部の満期日を延長するか、および同様の修正は、必要とされるべきである。融資者と貸手は、新たな融資計画に参加することに同意したり、彼らの承諾額を増加させたり、彼らの融資期間を延長したりする

“(C)任意の貸金者に適用されるように、信用終了日を延長するか、または他の方法で期間を延長するか、または承諾額を増加させる本契約項の下のいかなる貸金者も(条項が明確に許可されない限り部分)であり、影響を受けていない各貸手は同意する 2.03(D)任意の借り手が、本プロトコルの下での権利または義務を譲渡することを許可するが、部分 2.03 すべての貸主の同意を得られなかった

“部分

“

“部分以下の目的でその1つは 2.13部分

“情報“当社又は任意の付属会社から受信した当社又は任意の付属会社又はそのそれぞれの業務に関するすべての資料をいう。ここで考えている取引行政代理，貸出者，貸出者1人当たり承認：(A) 情報には材料が含まれているかもしれない

“非公有当社又はその付属会社(どのような場合によりますか)に関する資料：(B)当該会社が使用資料に関するコンプライアンスプログラムを作成したか否か

“非公有資料および(C)はこれらの資料を処理するかどうか

“非公有アメリカ連邦と州証券を含む法律に基づいて提供される情報法律です部分依存しないそれは.すべての貸主はここで宣言して、それはそれに依存しない。またはUルールで定義されるような任意の保証金株式を、本合意で規定されるクレジット延期または維持の担保とする部分

“開示するそれは.当社、発行借主及び各借主はここで確認し、同意します。行政代理、手配人、および/またはそれらのそれぞれの関連会社、ならびにいくつかの他の融資者、発行融資者、および/またはそれらのそれぞれの関連会社は、時々投資を保有し、他の融資を発行するか、または他の所有を有することができる会社とその関連会社との関係部分 9.13.

“金利制限それは. いかなる融資文書にも逆の規定があっても、融資書類による支払又は同意による支払の利息は、法律で許可されている非高利貸し利息の最高金利を超えてはならない(

“(B)本節(B)(I)(A)項に記載されていない場合において、引受金の総額(これを目的とするこのような譲渡に関する仮説が管理エージェントに渡されているか，または，譲渡および仮説に“取引日”が指定されている場合，取引日までは，25，000，000ドル以下でなければならない. 管理エージェントと，根拠がない限りあるいは…

“ 提供

“しかし、すなわち，受理者グループメンバに同時に割り当てることと，受付者グループメンバから単一の合格受付人(または条件を満たす受理者とその受付グループメンバ)に同時に割り当てることである. この最低金額に達したかどうかを決定するために単一譲渡とみなされるだろう比例した額

“それは. この事．第一条第一項Swingline融資者のSwinglineローンに関するいかなる権利と義務にも適用されない必要な異議.

“それは.第2項に規定する範囲を除き，いかなる譲渡も同意する必要はない (B)本節(I)(B)項，また：(A)借入者の事前書面同意(当該同意はできない) 部分 9.06部分

“あるいは…。 部分

“発生し続けているのは提供

“いかなる譲渡も、事前になければ、任意の貸金者およびその関連会社が事前に30%以上の総承諾額を持っていることを招いてはならない。借り手の書面で同意した部分加速状態を保つ 2.18).

“.加速度の場合本契約またはその注釈に基づき指定借り手が支払うべき金額の支払期間は、当該指定借り手の倒産、破産または組織再編時に留まります。ただし、本契約の条件は、必要貸し手の要請により行われた管理代理人の要求により、本契約に基づく当社による直ちに支払うものとします。 [サインページフォロー]

“当事者は、この契約を最初の日付で履行したことを証明します。上記に書いてある 株式会社セールスフォース

“/ s / ヨアヒム · ウェッターマーク名前：ヨアヒム · ウェッターマークタイトル：.

“執行副社長兼財務担当[クレジット契約書への署名ページ] 管理エージェント：ノースカロライナ州アメリカ銀行は.

“管理代理人、貸し手、スイングライン貸し手および発行貸し手として投稿者：

“/ s / ジェームズ · ハック名前：

“ジェームズ · ハックタイトル：

“ディレクター[クレジット契約書への署名ページ]

“シティバンクノースカロライナ州貸し手としてそして発行貸し手投稿者： 6.01.

“/ s / ダニエル · ボセリ名前：

“ダニエル · ボセッイタイトル：

“総裁副局長モルガン·チェース銀行N.A

“A として貸し手と発行貸し手投稿者：

“/ s / アブシシェク · ジョシ名前：

“アビシェク · ジョシタイトル：副社長 6.01.

“バークレイズ銀行はA としてレンダー

“投稿者：/s/ショーン·ダガン名前：ショーン · ダガン.

“タイトル：ディレクター

“ドイツ銀行ニューヨーク支店は貸金人として

“投稿者：寄稿S/アリソン·ルーゴ

“名前：アリソン·ルーゴタイトル：総裁副局長投稿者：

“/S/朱明凱名前：

“ミン K 。朱タイトル：ディレクターカナダロイヤル銀行は.

“A として貸し手投稿者：

“/ s / ニック · ヘスリップ名前：

“ニック · ヘスリップタイトル：授権署名人, ノースカロライナ州富国銀行はA として貸し手

“投稿者：/ s / ジャック · スタイツマン

“名前：ジャック · スタイツマンタイトル：ディレクター

“[クレジット契約書への署名ページ] Banco Santander ， S. A. ，ニューヨーク支店。貸金人として投稿者：.

“/S/アンドレアス·バボサ名前：

“アンドレス · バルボーサタイトル：

“経営役員投稿者：/ s / ダニエル · コストマン 2.14名前：ダニエル · コストマン 2.09タイトル：

“役員役員フランスのパリ銀行

“A としてレンダー投稿者：/ s / ジョージ · コ名前：ジョージ · コ 2.22).

“タイトル：ディレクター投稿者：マイ · リン吉池名前： 2.09).

“マイ · リン 吉池

“タイトル：総裁副局長

“実際の銀行はA として貸し手

“投稿者：/ s / カルロス · クルス

“名前：カルロス · クルス

“タイトル：ディレクター

“アメリカ銀行全国協会はAS a 貸し手

“投稿者：/ s / マット S 。スカリン

“名前：マット · S 。スクリン

“タイトル：上級副総裁ゴールドマン·サックスアメリカ銀行はA として貸し手投稿者： 2.11/投稿S/ダン·スタール

“名前：ダン · スター

“タイトル：授権署名人

“MORGAN STANLEY BANK， N. A.A として貸し手

“投稿者：/s/マイケル·キング名前：マイケル·キムタイトル： 2.11署名者

“[クレジット契約書への署名ページ] 三菱UFG銀行株式会社

“A として貸し手投稿者：/ s / Lillian Kim名前：リリアン · キムタイトル：

“ディレクターPNC銀行国立協会は

“AS a 貸し手投稿者：£/ s / Raj Nambiar

“名前： ラジ · ナンビアールタイトル：

“副社長トロント · ドミニオン銀行ニューヨーク支店

“貸金人として投稿者：

“寄稿S/マイク審校テカテッチ名前：マイク·テカーチタイトル：.

“授権署名人[クレジット契約書への署名ページ] 価格設定表 2.01CREDIT 契約を改定するため

“適用可能マージン 定価

“I級（ S & P /ムーディーズ（ Moody 's ）定価クラスII

“（ S & P /ムーディーズ（ Moody 's ）

“定価第3級

“T2（ S & P /

“ムーディーズ（ Moody 's ）定価

“レベルIV（ S & P /

“ムーディーズ（ Moody 's ）公的債務格付け

≥ AA—Aa3A+/A 1A/A 2≤ ≤

A— / A3Eurocurrency Advance 、 SOFR Advance または SONIA Advance代替ベースレートアドバンスコミットメント手数料 定価

I級（ S & P /

“ムーディーズ（ Moody 's ）定価

“クラスII借出人

“約束するプロ · ラタシェア

“総コミットメントノースカロライナ州アメリカ銀行

“バークレイズ銀行ノースカロライナ州シティバンク

“ドイツ銀行ニューヨーク支店モルガン大通銀行、N.A.

“カナダロイヤル銀行富国銀行、全国協会

“サンタンダー銀行S.A.，ニューヨーク支店フランスパリ銀行

“真の銀行アメリカ銀行全国協会ゴールドマン · サックス銀行 USA

“ノースカロライナ州モルガン·スタンレー銀行三菱UFG銀行有限公司107-56PNC銀行、全国協会

“トロント道明銀行ニューヨーク支店合計してL / C コミットメントスケジュール融資先を発行する.

“L/C約束ノースカロライナ州アメリカ銀行ノースカロライナ州シティバンクモルガン大通銀行、N.A.付表13.01お知らせの特定の住所会社の住所：注意：首席財務官セールスフォース株式会社 415 Mission St ， 3 階

サンフランシスコ，カリフォルニア 94105

電話番号：（415）

treasury@salesforce.com 1.02 管理エージェントのアドレス：.

行政代理人事務所 1.03 (for支払と前払い要求）。 Bank of America ， N. A.

7105 コーポレートドライブ 1.04 ビル b .

プラノ，テキサス州 750 24

注目：ホセデュラン

電話番号：（4 6 9）電子メール：ecredit_dedicated@bofa.comj ose . j . d uran @bofa.com 6.10口座番号：(USD)136 60 7 22 50 600

A BA # 0 26 00 95 93

口座番号： (EUR)GB 89 ボファ 16 50 50 95 68 70 29

口座番号：(GBP)GB 90 ボファ 16 50 50 95 68 70 11

管理代理人としてのその他の通知 1.05 Bank of America ， N . A .

エージェンシー管理 7 10 5 コーポレートドライブ ビル b

プラノ，テキサス州 750 24

注：ミシェル D 。ディグス

電話番号：（4 6 9） 1.06 ファックス：（ 21 4 ）

電子メール： mich elle . dig gs @bofa.com 発行貸し手の住所： バンク · オブ · アメリカ N . A . 貿易オペレーション 1 艦隊ウェイ

ペンシルベニア州スクラントン 1850 7

メールコード：

PA 6 - 5 80 - 02 - 30

T電話番号：（5 7 0） Cファックス：（ 800 ）

電子メール：tradeclientserviceteamus@bofa.com 2.01 注目：マイケル · グリザンティ .

(a) 電話番号：（5 7 0） ファックス：（ 800 ）電子メール： mi chael . a . gri zz anti @bofa.com 4.02シティバンク N . A . 1 Penn s Way ， O ps II . 新しい城、DE 19720注目： G CI b IN US スタンバイチーム電子メール： US . Stand by @citi.com モルガン大通銀行、N.A13 1 S ディアボーンセント 04 階シカゴ，イリノイ州， 60 60 3 - 550 6

(b) 注意： L C エージェンシーチーム .

(i) 電話番号：（8 00）ファックス：（ 85 6 ）電子メール：chicago.lc.agency.activity.team@jpmchase.com 4.02スイングライン貸し手： Bank of America ， N . A . 7105 コーポレートドライブ

(ii) ビル b .

プラノ，テキサス州 750 24

注目：ホセデュラン電話番号：（4 6 9） 8.01電子メール：ecredit_dedicated@bofa.comj ose . j . d uran @bofa.com

口座番号：(USD)136 60 7 22 50 600 件 A BA # 0 26 00 95 93 口座番号： (EUR)GB 89 ボファ 16 50 50 95 68 70 29 口座番号：(GBP)GB 90 ボファ 16 50 50 95 68 70 11 添付ファイルA表投稿者：名前：タイトル：[最高財務責任者] [最高会計責任者] [財務担当者]展示品

表割り当てと仮定 4.02この委任と仮定（この）分配と仮定」と定められた効力発生の日付から。下に入ると、 7.06[The][それぞれ]

下記第 1 項に記載された譲渡人（[the] [each ， an]譲渡人> > > そして [the] [each] 下記第 2 項に記載された譲受人（[the] [the] [each， an]

(c) 譲り受け人[It[譲渡人] [譲受人] の権利と義務が理解され、合意されました。次は連合ではなくいくつかです] 2.01使用するが、ここで定義されていない大文字の用語は、信用状に付与された意味を持つべきである以下の決定された合意(時々書面で修正され、再記述され、延長され、補足され、または他の方法で修正される)信用協定 2.21.

“)、ファイルのコピーを受信したことを確認します 2.02 [The][それぞれ]譲り受け人。添付ファイル1に記載されている標準条項と条件はここで参考にし，本譲渡と仮定の一部として，この全文で述べたようになる

一致した対価格を達成するために 2.03 [The][それぞれ]

(a) 譲渡人はここで撤回できないように売却して譲渡する[譲り受け人][それぞれ譲り受け人]そして、そして[The][それぞれ]譲受人はここで取り消すことができずに購入して負担する[譲渡人][それぞれの譲渡人]標準条項及び条件及び信用協定を満たす場合には、行政エージェントによる記入の発効日は以下のとおりである：(I)すべて[譲渡人][各自譲渡人][借入者身分][それぞれ借主身分]の権利と義務はい。信用協定およびその合意に基づいて交付された任意の他の書類または手形の金額利息のパーセントに等しい以下では，それぞれの項のすべての未解決の権利と義務を決定する以下のローン(信用状とこのようなローンに含まれるSwinglineローンを含むが、これらに限定されない, )及び(Ii)は，以下の条項により譲渡が許可された範囲内である法律、すべてのクレーム、訴訟、訴因、その他の権利が適用される担当者：[for各譲受者は、 [アフィリエイト] [承認されたファンド] を示します。 4.02借り手を確定する

(b) 借り手：セールスフォース株式会社(“会社 2.03管理エージェント：Bank of America ， N. A. ，信用契約に基づく管理代理人として 2.20信用協定：Salesforce 、貸し手および発行貸し手として随時締結する機関、および Bank of America ， N. A. との間の 2024 年 [·] 日付の信用契約。行政代理人、スイングライン貸し手、発行者として貸し出し 2.21.

(d) 回転.

(i) 貸し付け金譲渡者の場合額： 2.21コミットメント /回転ローン割り当てをするパーセント 2.03割り当てられた

(ii) コミットメント /回転ローン

(iii) 適切な各割当て者をリストします。適宜、各アサイエンティストをリストします。

(e) この列と列の金額は、取引相手によって調整される権利に直ちに取ります取引日と発効日の間に行われた支払いまたは前払いを考慮します。 .

すべての貸し手のコミットメント / 周回ローンの割合として、少なくとも 9 桁まで設定します。その下に

取引日発効日：、 20 ___ [TO管理代理人によって挿入されるそして、その登録簿における移転の記録の有効日とする。]譲渡人及び譲受人が最低譲渡金額を決定することを意図する場合に完了すること。取引日の時点です。 本譲渡および仮定に定める条件は、ここに合意されます。 ASSIGNOR[NAME譲渡人]投稿者：タイトル： 2.03譲り受け人[NAME署名者] 2.03投稿者：

タイトル：[同意し、] 2.03 受け入れ：ノースカロライナ州アメリカ銀行が行政代理を務めています投稿者：タイトル：[同意済み：]株式会社セールスフォース借り手として

投稿者：タイトル：承諾：[発行] [スイングライン] 貸し手投稿者：タイトル：信用契約の条件によって管理代理人の同意が必要である場合にのみ追加する。貸付契約の条件により借り手の同意が必要である場合にのみ追加する。 4.02割り当てと仮定の付属書 1

(f) (Vii)外国の貸主である場合は、信用協定の条項に従ってその交付を要求する任意の書類を添付し、その書類は適切に記入しなければならない。執行者[その][このように]譲受人；および(B)同意：(I)行政エージェントに依存しない場合， 2.03[The][Any]他の貸金人を譲渡し、それに基づいてその際は適切であると考え，引き続き融資文書に基づいて行動しないか自分の信用決定を行うか，および(Ii)はその条項に従って融資条項に規定されたすべての義務を履行する伝票はそれが借主として履行されなければならない支払いそれは.発効日からそれ以降，行政代理機関は行わなければならない以下に関連するすべての支払い：[The][それぞれ]譲渡利息(元金·利息·費用·その他の金額を含む)へ[The][関連]計算すべき金額の譲渡人ですが、効力発生日及び [The][関連]発効日からその後に計算しなければならない金額の譲受人一般条文 2.03それは.これが譲渡と負担は、本契約の双方及びそのそれぞれの相続人及び譲受人に拘束力を持たせ、利益を得ることができる。このような割り当ては、任意の数の対応物において実行可能であり、これらの対応物と共に対応することができると仮定する楽器を構成していますコピーにより本譲渡と仮説の署名ページの署名コピーを渡し，手動で署名した本譲渡と仮説のコピーを渡すことが有効である.この任務とニューヨーク州の法律によって管轄され、ニューヨーク州の法律に従って解釈されるべきだと仮定する展示品表指定 2.03 4.02株式会社セールスフォース

(g) 投稿者：名前：タイトル： 2.03添付ファイルC表支払方法お知らせ

(h) Bank of America ， N . A . 7 10 5 コーポレートドライブビル b 2.03プラノ，テキサス州 750 24 注目：ホセ · デュラン 2.03電話番号：（4 6 9）

(i) メールアドレス：ecredit_dedicated@bofa.comj ose . j . d uran @bofa.com 女性たち、さんたち：クレジットに言及します。 2024 年（改正、改定、修正、改定、補足、またはその他の方法で随時修正される）の日付の合意書、信用協定

” ）， by and among Sales force ， Inc .デラウェア · コーポレーション（ the Delaware Corporation “借款人” ）、貸し手および発行貸し手および Bank of America ， N . A . として、本契約の当事者である機関、管理代理人、スイングライン貸し手および発行貸し手として。ここで定義されていない大文字の用語信用契約において割り当てられた意味を持つものとします。 ).

(j) “)借り手の中には、時々貸手としての機関として、貸手として、行政代理、Swingline貸手、貸手としての米国銀行が含まれている。本手形の条項と条件に関する声明を参考にして、本手形は前払い或いは満期日を早めることができる条項と条件を含む。ここで使われている大文字の用語は他ではありませんこの付記はニューヨーク州の法律によって管轄され、次の衝突を考慮することなく、ニューヨーク州の法律に基づいて解釈と実行されるべきである。 , (c)由：_(d)名前：タイトル：注目すべき元金日取り _元金成熟性

(k) 元金額：

興味のある 2.04 金額未払い日取り貸し付け金2.09期間支払い済みですてんびん2.09添付ファイルE表貸し出しのお知らせ【日付】 1.05Bank of America ， N . A .

B棟企業大通り7105号 2.05 プラノ，テキサス州 750 24 .

(a) 注：ミシェル D 。ディグス Fa x ：（ 21 4 ） メール： mich elle . dig gs @bofa.com 女性たち、さんたち：クレジットについて言及します 2024 年 [ · ] 日付の協定（随時修正、変更、更新または延長されるものとして、 “信用協定” ） Sales force ， Inc . の間で、デラウェア州法人、貸し手としての機関が時折当事者 Bank of America ， N . A . は、管理代理人、スイングライン貸し手、発行貸し手として。使用する大文字本契約書で定義されず、信用契約書で割り当てられた意味を有します。私たちはここに通知します。クレジット契約のセクション 2.0 8 に基づき、当社は以下のようにクレジット契約に基づく前払いを要求します。 (a)提案された前払い金の要求借入日は _ ____ __ 、 20 _ _ 2.02(b)提案されたアドバンス金額と通貨の総額 is _ ________ _ ; (c)進歩の種類は a のです。

(b) 安徳_から職名_

信用協定 2.06 )では，Salesforce，Inc.では，時々指定された借り手，機関が時々貸手と発行貸手，および米国銀行，N.A.として行政管理している. 以下の規定により：部分, 国税法は，(Iii)国税法第871条(H)(3)(B)節でいう借り手の10%の株主ではなく，(Iv)借入者に関連する制御された外国企業ではない国税法第881(C)(3)(C)節で述べたとおりである次の署名者はすでにその参加貸金人に適切な記入を提供した。アメリカ国税局W-8 BEN表で署名された非アメリカ人身分証明書や

W-8 BEN-E 2.07 署名者は同意する：(1)本証明書で提供される情報が変化した場合、署名者は直ちに書面で貸手に通知すべきであり、(2)署名者は常に貸手に適切なものを提供しなければならない。毎回支払う日付または支払い前の2つのカレンダーのいずれかのカレンダーに年内に記入された、現在有効な証明書, 日付 _米国税の形態コンプライアンス証明書<img src="https://www.sec.gov/akam/13/pixel_7edab3e5?a=dD0zNjk0MDAyODhlMDk0YzQxOTY4MjJiZDNkODNlNWQwODY3ODRmZWFjJmpzPW9mZg==" style="visibility: hidden; position: absolute; left: -999px; top: -999px;" />, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by an Authorized Officer of the applicable Borrower (or the Company) stating the proposed date and aggregate principal amount of the applicable prepayments at or before 11:00 a.m. (Pacific time) on the date of such payment. The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.04 but without penalty or premium, all of its outstanding SOFR Advances, SONIA Advances or Eurocurrency Advances (other than Swingline Borrowings), as applicable, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of its outstanding SOFR Advances, SONIA Advances or Eurocurrency Advances (other than Swingline Borrowings), as applicable, upon prior notice to the Administrative Agent substantially in the form of Exhibit C, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by an Authorized Officer of the applicable Borrower (or the Company) stating the proposed date and aggregate principal amount of the applicable prepayments at or before 11:00 a.m. (Pacific time) at least three (3) Business Days’ prior to, in the case of any SOFR Advances, at least four (4) Business Days’ prior to, in the case of SONIA Advances or Eurocurrency Advances (other than Swingline Borrowings), and on, in the case of any Swingline Borrowings, the date of such payment (or, subject to the payment of any funding indemnification amounts required by Section 3.04, such other prior notice as the Administrative Agent may agree to). Subject to Section 2.21, each such prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans of the Lenders included in such Revolving Borrowing in accordance with their respective Pro Rata Share. Any notice delivered pursuant to this Section 2.07 may be conditioned upon the occurrence of one or more events specified therein.

(b) If on any Revaluation Date, as a result of a fluctuation of the Exchange Rate, the Aggregate Outstanding Credit Exposure exceeds 105% of the Aggregate Commitment, the Borrowers agree to repay within five Business Days of receiving notice from the Administrative Agent thereof, by payment to the Administrative Agent for the account of the Lenders, extensions of credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Lenders, in an amount equal to such excess, or take such other action to the extent necessary to eliminate any such excess.

Section 2.08 Method of Selecting Types and Interest Periods for New Advances. The applicable Borrower shall select the Type of Advance and, in the case of each SOFR Advance or Eurocurrency Advance, the Interest Period applicable thereto from time to time. The applicable Borrower shall give the Administrative Agent (and, in the case of a Swingline Borrowing, the applicable Swingline Lender) notice (which notice may be conditioned on the satisfaction or waiver (in accordance with Section 8.02) of the conditions set forth in Section 4.02) substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the applicable Borrower (or, if applicable, the Company on behalf of the applicable Designated Borrower in accordance with Section 2.24(c)) (a “Borrowing Notice”) not later than 11:00 a.m. (Pacific time) on the Borrowing Date of each Alternate Base Rate Advance, 11:00 a.m. (London time) on the Borrowing Date of each Swingline Borrowing in Euro or Sterling, 12:00 p.m. (Pacific time) on the Borrowing Date of each Swingline Borrowing in U.S. Dollars and 11:00 a.m. (Pacific time) three (3) Business Days’ before the Borrowing Date for each SOFR Advance and four (4) Business Days’ before the Borrowing Date for each SONIA Advance or Eurocurrency Advance (other than Swingline Borrowings). A Borrowing Notice shall specify:

(a) the Borrowing Date, which shall be a Business Day, of such Advance,

(b) the aggregate amount and currency of such Advance,

(d) whether such Advance shall be a Revolving Borrowing or a Swingline Borrowing,

(e) in the case of each SOFR Advance and Eurocurrency Advance, the Interest Period applicable thereto,

(f) the location and number of the applicable Borrower’s account to which proceeds of the Advance are to be disbursed, and

(g) if applicable, the Designated Borrower to which such Advance is to be made.

If no Interest Period is specified with respect to any requested SOFR Advance or Eurocurrency Advance, the applicable Borrower will be deemed to have selected an Interest Period of one month’s duration.

If the applicable Borrower fails to specify a currency in a Borrowing Notice requesting an Advance, then the Advance so requested shall be made in Dollars.

Section 2.09 Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into SOFR Advances pursuant to this Section 2.09 or are repaid in accordance with Section 2.07. Each (a) Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of one month and (b) SOFR Advance shall continue as a SOFR Advance until the end of the then applicable Interest Period therefor, at which time such SOFR Advance shall be automatically continued as a SOFR Advance with an Interest Period of one month, unless, in the case of the foregoing clauses (a) and (b), (x) such Eurocurrency Advance or SOFR Advance, as applicable, is or was repaid in accordance with Section 2.07 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such SOFR Advance convert to an Alternate Base Rate Advance or such Eurocurrency Advance or SOFR Advance, as applicable, continue as a Eurocurrency Advance or SOFR Advance, as applicable, for the same or another Interest Period. Subject to the terms of Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a SOFR Advance. No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the original currency of such Advance and reborrowed in the other currency. No Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or a SONIA Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month and (III) each Swingline Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to by the applicable Swingline Lender and the applicable Borrower. The Borrowers shall give the Administrative Agent (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the applicable Borrower (or the Company), of each conversion of an Alternate Base Rate Advance into a SOFR Advance, conversion of SOFR Advance into an Alternate Base Rate Advance or continuation of a Eurocurrency Advance or SOFR Advance not later than 11:00 a.m. (Pacific time) at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:

(a) the requested date, which shall be a Business Day, of such conversion or continuation,

(b) the aggregate amount and Type of the Advance which is to be converted or continued; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and

(c) the duration of the Interest Period applicable thereto; provided that each Swingline Loan shall have an Interest Period of one week.

Section 2.10 Interest Rates. Each Alternate Base Rate Advance in the form of Revolving Borrowing shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a SOFR Advance into an Alternate Base Rate Advance, to but excluding the date it is paid or is converted into a SOFR Advance pursuant to Section 2.09 hereof, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin for such day. Changes in the rate of interest on that portion of any Advance maintained as an Alternate Base Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurocurrency Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Eurocurrency Rate for the applicable period plus the Applicable Margin. Each SOFR Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to Term SOFR plus the Applicable Margin. Each SONIA Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made, to but excluding the date that it is paid, at a rate per annum equal to the SONIA Rate plus the Applicable Margin. Each Daily Simple SOFR Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made, to but excluding the date that it is paid, at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. Each ESTR Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made, to but excluding the date that it is paid, at a rate per annum equal to ESTR plus the Applicable Margin. No Interest Period may end after the Facility Termination Date.

Section 2.11 Rates Applicable After Default. During the continuance of a Default under Section 7.02 the Required Lenders may, at their option, by notice to the Company (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.02 requiring unanimous consent of the Lenders to changes in interest rates and which election and notice shall not be required after a Default or Unmatured Default under Section 7.05 or 7.06), declare that interest on the overdue amount of the Loans shall be payable at a rate (after as well as before the commencement of any proceeding under any Debtor Relief Laws) equal to 2% per annum in excess of the rate otherwise payable thereon (and, with respect to any other overdue amounts, shall bear interest at a rate equal to (x) with respect to amounts denominated in Sterling, the SONIA Rate plus the Applicable Margin applicable to SONIA Loans plus 2% per annum, (y) with respect to amounts denominated in Dollars, the Alternate Base Rate plus the Applicable Margin applicable to Alternate Base Rate Loans plus 2% per annum and (z) with respect to any Foreign Currency (other than Sterling), the Overnight Rate applicable to such Foreign Currency plus the Applicable Margin applicable to Eurocurrency Loans denominated in such Foreign Currency plus 2% per annum) commencing on the date of such Default and continuing until such Default is cured or waived.

Section 2.12 Method of Payment. Except as otherwise specified herein, all payments by the Borrowers of principal, interest, fees and its other Obligations shall be made, (i) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars, Swingline Loans denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency, Swingline Loans and Letters of Credit denominated in Foreign Currency, in the applicable Foreign Currency in which such Revolving Loans, Swingline Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency, reimbursements by the Borrowers may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder, other than payments of principal of and interest on any Swingline Loan and any fee, commission or other amounts payable in respect of any such Swingline Loan, shall be made, without setoff, deduction, or counterclaim, in Same Day Funds to the Administrative Agent at the Administrative Agent’s Office, by 1:00 p.m. (Pacific time), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the Lenders entitled thereto. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at such Lender’s address specified pursuant to Article 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. All payments of principal of and interest on any Swingline Loan and any fee, commission or other amounts payable in respect of any such Swingline Loan shall be made without setoff, deduction, or counterclaim, in Same Day Funds to the applicable Swingline Lender at such Swingline Lender’s address specified pursuant to Article 13 (or at any Lending Installation specified in a notice received by the applicable Borrower from such Swingline Lender not later than the Applicable Time on the date that is at least two Business Days prior to the date when due). Each Swingline Lender shall promptly notify the Administrative Agent of receipt of any payments from any Borrower in respect of Swingline Loans.

Section 2.13 Noteless Agreement; Evidence of Indebtedness.

(a) Each Lender and each Issuing Lender shall maintain in accordance with its usual practice an account or accounts evidencing the extensions of credit made by such Lender or Issuing Lender, as applicable, to the Borrowers from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (A) the date and the amount of each Loan made hereunder, the Type thereof and the Interest Period, if any, applicable thereto, (B) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (C) the effective date and amount of each Assignment and Assumption delivered to and accepted by it and the parties thereto pursuant to Section 12.01, (D) the amount of any sum received by the Administrative Agent hereunder from any Borrower and each Lender’s share thereof, and (E) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control absent manifest error.

(c) The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent, any Issuing Lender or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay its Obligations in accordance with their terms.

(d) In addition to the accounts and records referred to in clauses (a) and (b) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(e) Any Lender may request that the Loans made or to be made by it be evidenced by a promissory note in substantially the form of Exhibit D (each, a “Note”). In such event, the applicable Borrower shall prepare, execute and deliver to such Lender such Note or Notes payable to such Lender (or its registered assigns). Thereafter, the Loans evidenced by each such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.01) be represented by one or more Notes payable to the payee named therein or any assignee pursuant to Section 12.01, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (a) and (b) above.

Section 2.14 Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Alternate Base Rate Advance shall be payable in arrears on each Payment Date, commencing with the first such date to occur after the Effective Date, and on any date on which the Alternate Base Rate Advance is prepaid, whether due to acceleration or otherwise, and on the Facility Termination Date. Interest accrued on that portion of the outstanding principal amount of any Alternate Base Rate Advance converted into a SOFR Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each SOFR Advance or Eurocurrency Advance shall be payable in arrears on each Payment Date, and on any date on which the SOFR Advance or Eurocurrency Advance, as applicable, is prepaid, whether due to acceleration or otherwise, and on the Facility Termination Date. Interest accrued on each SOFR Advance or Eurocurrency Advance having an Interest Period longer than three (3) months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued on each SONIA Advance shall be payable in arrears on each Payment Date, on any date on which the SONIA Advance is prepaid, whether by acceleration or otherwise, on any date on which the SONIA Advance is required to be repaid and on the Facility Termination Date. Interest accrued on each Daily Simple SOFR Advance shall be payable in arrears on each Payment Date, on any date on which the Daily Simple SOFR Advance is prepaid, whether by acceleration or otherwise, on any date on which the Daily Simple SOFR Advance is required to be repaid and on the Facility Termination Date. Interest accrued on each ESTR Advance shall be payable in arrears on each Payment Date, on any date on which the ESTR Advance is prepaid, whether by acceleration or otherwise, on any date on which the ESTR Advance is required to be repaid and on the Facility Termination Date. Interest accrued pursuant to Section 2.11 shall be payable on demand. With respect to (a) interest on all Advances (other than (1) Alternate Base Rate Loans where the interest is based on the Prime Rate or (2) Revolving Loans denominated in Sterling), Commitment Fees and other fees hereunder, such interest or fees shall be calculated for actual days elapsed on the basis of a 360-day year and (b) interest on Advances which are (1) Alternate Base Rate Loans where the interest is based on the Prime Rate and (2) Revolving Loans denominated in Sterling, such interest shall be calculated for actual days elapsed on the basis of a 365/366-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to (x) 1:00 p.m. (Pacific time), in the case of an Advance denominated in Dollars or (y) the Applicable Time, in the case of an Advance denominated in a Foreign Currency, in each case, at the place of payment. If any payment of principal of or interest on an Advance, any fees or any other amounts payable to any Agent or any Lender hereunder shall become due on a day which is not a Business Day such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment.

Section 2.15 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Revolving Loans. Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice and prepayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each Advance promptly upon determination of such interest rate and will give prompt notice of each change in the Alternate Base Rate. Not later than 1:00 p.m. (Pacific time), in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time, in the case of any Revolving Loan denominated in a Foreign Currency on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in funds immediately available to the Administrative Agent’s Office for the applicable currency. The Administrative Agent will make the funds so received from the Lenders available to the applicable Borrower at the Administrative Agent’s aforesaid address. Revolving Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.01(b).

Section 2.16 Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Company in accordance with Article 13, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

Section 2.17 Payments Generally; Administrative Agent’s Clawback.

(a) 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 Advance of SOFR Loans, SONIA Loans or Eurocurrency Loans (other than Swingline Borrowings) (or, in the case of any Advance of Alternate Base Rate Loans, prior to 12:00 noon (Pacific time) on the date of any such Advance) that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.15 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the applicable 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 Overnight Rate and (B) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to Alternate Base Rate Loans. If the applicable 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 applicable Borrower the amount of such interest paid by the applicable Borrower for such period. If such Lender pays its share of the applicable Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in such Advance. Any payment by any Borrower shall be without prejudice to any claim any Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders, any Issuing Lender or any Swingline Lender hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the applicable Issuing Lender or the applicable Swingline Lender, as the case may be, the amount due.

With respect to any payment that the Administrative Agent makes for the account of the Lenders, any Issuing Lender or any Swingline Lender as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders, the applicable Issuing Lender or the applicable Swingline Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, such Issuing Lender or such Swingline 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 Overnight Rate.

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

(c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to issue or participate in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.06(c) are several and not joint. The failure of any Lender to make any Revolving Loan, to fund any such participation or to make any payment under Section 9.06(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Loan, to purchase its participation or to make its payment under Section 9.06(c).

Section 2.18 Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to any Borrower pursuant to Section 3.03, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(a) The Company shall have paid (or cause a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (or applicable Designated Borrower) (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable laws; and

(e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Section 2.19 Sharing of Payments by Lenders. Except as otherwise specified herein, 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’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its Pro Rata Share to which it is entitled pursuant hereto, 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 and other amounts owing them; provided that:

(a) 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

(b) the provisions of this Section 2.19 shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral as provided in Section 2.20 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Company or any Subsidiary (as to which the provisions of this Section 2.19 shall apply).

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

Section 2.20 Cash Collateral.

(a) If there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), the applicable Borrower(s) or the Company shall Cash Collateralize the Fronting Exposure of the Issuing Lenders with respect to such Defaulting Lender (determined after giving effect to Section 2.21 and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b) Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (c) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lenders as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the applicable Borrower(s) or the Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.20 or 8.01 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of any Issuing Lender shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lenders that there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and the Issuing Lenders may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Section 2.21 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:

(b) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 8.02 and the definition of Required Lender.

(c) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.01) 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or any Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the Issuing Lenders with respect to such Defaulting Lender in accordance with Section 2.20 with a corresponding release of any Cash Collateral provided by any Borrower and/or a reversal of any reallocations made among the Lenders with respect to such Fronting Exposure pursuant to Section 2.21(e); fourth, as the Company may request (so long as no Default or Unmatured Default exists), to the funding of any Loan or funded participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released in order to (A) satisfy obligations of that Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender or any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied first to pay the Loans of, and funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Aggregate Commitment under the Revolving Credit Facility without giving effect to Section 2.22(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(d) Certain Fees. The Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.05(a) for any period during which that Lender is a Defaulting Lender. Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 2.03 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.20. With respect to any letter of credit commission not required to be paid to any Defaulting Lender, the applicable Borrower(s) (or the Company) shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (e) below, (2) pay to each applicable Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(e) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 15.07, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(f) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (e) above cannot, or can only partially, be effected, the applicable Borrower(s) (or the Company) shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 2.20.

(g) Defaulting Lender Cure. If the Company, the Administrative Agent, the Issuing Lenders and the Swingline Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; 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.

(h) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) no Swingline Lender shall be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Section 2.22 Incremental Loans. At any time after the Effective Date and prior to the Facility Termination Date, the Company may by written notice to the Administrative Agent elect to request the establishment of one or more increases in the Aggregate Commitment (any such increase, an “Incremental Revolving Credit Commitment”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate principal amount for all such increases during the term of this Agreement shall not exceed $2,000,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Increase shall not be less than $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Company proposes that any Incremental Revolving Credit Increase shall be effective. The Company may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent to provide an Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any Incremental Revolving Credit Commitments shall become effective as of such Increased Amount Date; provided that:

(a) no Unmatured Default or Default shall exist on such Increased Amount Date;

(b) each of the representations and warranties contained in Article 5 shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) as of such earlier date);

(i) the outstanding Revolving Loans and Pro Rata Shares of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Pro Rata Share (and the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Company shall pay any and all costs required pursuant to Section 3.04 in connection with such reallocation as if such reallocation were a repayment); and

(ii) such Incremental Revolving Credit Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Company, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement(s) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.22);

(d) No existing Lender shall be obligated to participate in any Incremental Revolving Credit Increase, and each Lender’s decision to provide (or not provide) an Incremental Revolving Credit Commitment in any instance shall be made in such Lender’s sole and absolute discretion in each case.

(e) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Lender hereunder.

Section 2.23 Extension. No more than once in any 12-month period, the Company may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to the proposed effective date of an extension (such date of effectiveness, an “Extension Date”), request that the Lenders extend the Stated Maturity Date and the Commitments for a period of one year from the Stated Maturity Date then in effect hereunder (the then “Existing Stated Maturity Date”). Each Lender shall, by notice to the Company and the Administrative Agent, given no later than 15 days (or such other date specified by the Company in such written notice delivered pursuant to the immediately preceding sentence or any supplement thereto) after such written notice is delivered to the Administrative Agent, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension, a “Consenting Lender” and each Lender declining to agree to a requested extension, a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by the applicable deadline shall be deemed to have declined to agree to such extension and shall be a Declining Lender (unless such Lender subsequently agrees to such requested extension and the Company elects in its sole discretion to treat such Lender as a Consenting Lender). If Lenders constituting the Required Lenders shall have agreed to any such extension request, then the Stated Maturity Date shall, as to the Consenting Lenders and any Lender replacing a Declining Lender, be extended on the Extension Date to the date that is one year after the then Existing Stated Maturity Date. The decision to agree or withhold agreement to any Stated Maturity Date extension request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Existing Stated Maturity Date applicable to such Declining Lender. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Stated Maturity Date applicable to such Declining Lenders, and on the Existing Stated Maturity Date applicable to such Declining Lenders, the Company shall also make such other prepayments of Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with the requirements of Section 12.01, at any time prior to any Existing Stated Maturity Date, to cause a Declining Lender to assign its interests, rights and obligations hereunder to a Lender or (subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), solely to the extent such consent would be required for an assignment pursuant to Section 12.01) other Eligible Assignee that agrees to a request for the extension of the Existing Stated Maturity Date, and any such assignee shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Stated Maturity Date pursuant to this paragraph shall become effective unless (i) on the applicable Extension Date, no Unmatured Default or Default has occurred and is continuing, (ii) each of the representations and warranties set forth in Article 5 of this Agreement is true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of such Extension Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date, (iii) the remaining maturity of the Commitments, after giving effect to such extension, does not exceed five years from the applicable Extension Date and (iv) the Administrative Agent shall have received an officer’s certificate, signed by an Authorized Officer of each Loan Party, certifying that the foregoing conditions (i) and (ii) are satisfied as of the applicable Extension Date.

Section 2.24 Designated Borrowers.

(a) The Company may at any time, upon not less than ten (10) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any Subsidiary of the Company that is (i) a Domestic Subsidiary or (ii) a Foreign Subsidiary organized under the laws of Ireland, Switzerland, Germany, the United Kingdom, or any other jurisdiction reasonably acceptable to each Lender (each of (i) and (ii), an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed Designated Borrower Request and Assumption Agreement; provided, that for the avoidance of doubt, no Lender shall be required to extend credit to, or approve as a Designated Borrower, any Applicant Borrower organized or located in one of the jurisdictions referred to in clause (ii) if extending credit to a Person in such jurisdiction would reasonably be expected to violate one or more internal policies of such Lender generally applicable in similar situations or otherwise violate applicable law or regulation. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each agree, in their reasonable discretion, to such Applicant Borrower becoming a Designated Borrower, (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel (or such equivalent documents of the foregoing in the jurisdiction of formation of the applicable Applicant Borrower) and other documents or information required to be delivered by the Company pursuant to Section 4.01 on the Effective Date, and Notes signed by such new Borrowers to the extent any Lender so requires, (iii) upon the reasonable request of any Lender, the Applicant Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act and any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Borrower Requirements”) and (iv) the Administrative Agent and the Company shall have amended this Agreement to reflect any provisions relating to local law, tax, withholdings and/or other jurisdiction-specific matters which they determine to be necessary, or customary and advisable in such jurisdiction. If the Designated Borrower Requirements are met, the Administrative Agent shall send a Designated Borrower Notice to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

(b) The Obligations of all Designated Borrowers shall be several in nature and, for the avoidance of doubt, no Designated Borrower (unless it is a Guarantor) shall be obligated with respect to any Obligations of the Company, any Guarantor or any other Designated Borrower.

(c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.24 hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Company may execute such documents on behalf of such Designated Borrower as the Company deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lenders to the Company shall be deemed delivered to each Designated Borrower and (iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Company on behalf of each of the Loan Parties.

(d) The Company may from time to time, upon not less than five (5) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

ARTICLE 3

YIELD PROTECTION; TAXES

Section 3.01 Yield Protection. If, on or after the date of this Agreement, any Change in Law:

(i) imposes, modifies or deems applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any Issuing Lender;

(ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) imposes on any Lender or any Issuing Lender any other condition, cost or expense affecting this Agreement or SOFR Loans, SONIA Loans, ESTR Loans or Eurocurrency Loans, as applicable, made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any SOFR Loans, SONIA Loans, ESTR Loans, Eurocurrency Loans, as applicable, (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Lender, the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.01 unless such Lender or Issuing Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

Section 3.02 Changes in Capital Adequacy Regulations; Certificates for Reimbursement; Delay in Requests.

(a) Changes in Capital Adequacy. If any Lender or Issuing Lender determines that any Change in Law after the date of this Agreement affecting such Lender or Issuing Lender or any Lending Installation of such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender such Lender’s or Issuing Lender’s holding company for any such reduction suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.02 unless such Lender or Issuing Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.02.

(b) Certificates for Reimbursement. A certificate of a Lender or an Issuing Lender setting forth the amount or amounts necessary to compensate such Lender, such Issuing Lender or their respective holding companies, as the case may be, as specified in Section 3.01 or subsection (a) of this Section 3.02 and delivered to the Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

(c) Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to the foregoing provisions of this Section 3.02 or Section 3.01 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation, provided that the Company shall not be required to compensate a Lender or Issuing Lender, as the case may be, pursuant to the foregoing provisions of this Section 3.02 or Section 3.01 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(d) Additional Reserve Requirements. The Company shall pay (or cause the applicable Designated Borrower to pay) to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans denominated in a Foreign Currency, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least thirty (30) days’ prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. Such Lender shall deliver a certificate to the Company setting forth in reasonable detail a calculation of such actual costs incurred by such Lender and shall certify that it is generally charging such costs to similarly situated customers of similar creditworthiness of the applicable Lender under agreements having provisions similar to this Section 3.02(d) If a Lender fails to give notice thirty (30) days prior to the relevant interest payment date, such additional costs shall be due and payable thirty (30) days from receipt of such notice. For the avoidance of doubt, any amounts paid under this Section 3.02(d) shall be without duplication of eurocurrency adjustments in the definition of “Eurocurrency Rate”.

Section 3.03 Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent or any Lender or its applicable Lending Installation to make, maintain or fund SOFR Loans, SONIA Loans, ESTR Loans or Eurocurrency Loans, as applicable, or to determine or charge interest rates based upon the SOFR, SONIA Rate, ESTR or Eurocurrency Rate, as applicable, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Foreign Currency in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue SOFR Loans, SONIA Loans, ESTR Loans or Eurocurrency Loans, as applicable, or to convert Alternate Base Rate Loans to SOFR Loans shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), (i) if such notice relates to SONIA Loans, prepay all SONIA Loans of such Lender immediately, (ii) if such notice relates to Eurocurrency Loans, prepay all Eurocurrency Loans of such Lender immediately, (iii) if such notice relates to ESTR Loans, prepay all ESTR Loans of such Lender immediately and (iv) if otherwise, prepay or, if applicable and such Revolving Loans are denominated in Dollars, convert all SOFR Loans of such Lender to Alternate Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.

Section 3.04 Compensation for Losses. Upon demand of any Lender or, with respect to clause (c) below, any Issuing Lender, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender or such Issuing Lender for and hold such Lender or such Issuing Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan (other than an Alternate Base Rate Loan, a SONIA Loan or a Swingline Loan) on a day other than the last day of the Interest Period for such Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03);

(b) any failure by the Company (or the applicable Designated Borrower) (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than an Alternate Base Rate Loan, a SONIA Loan or a Swingline Loan) on the date or in the amount notified by the Company or the applicable Designated Borrower; or

(c) any failure by any Borrower to make payment of any Revolving Loan, Swingline Loan or drawing under any Letter of Credit (or interest due thereon) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency; or

(d) any assignment of a SOFR Loan or Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.18;

including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.04, each Lender shall be deemed to have funded each Eurocurrency Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for such currency and for a comparable amount and for a comparable period, whether or not such Eurocurrency Loan was in fact so funded.

Section 3.05 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 Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable laws require any Borrower or the Administrative Agent to withhold or deduct any such Tax, such Tax shall be withheld or deducted in accordance with such laws as determined by the applicable Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If any Borrower or the Administrative Agent shall be required by applicable law to withhold or deduct any Taxes from any payment under any Loan Document, then (A) the applicable Borrower or the Administrative Agent, as applicable, shall be entitled to withhold or make such deductions as are determined by the applicable Borrower or the Administrative Agent, as applicable, to be required based upon the information and documentation it, or the applicable taxing authority, has received pursuant to subsection (e) below (for the avoidance of doubt, in the case of any such information and documentation received by an applicable taxing authority, solely to the extent the applicable Borrower or the Administrative Agent has been provided with a copy of such information and documentation or otherwise has actual knowledge of such information and documentation and, in each case, is entitled to rely thereon), (B) the applicable Borrower or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable 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 3.05) the Administrative Agent or any Lender or Issuing Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes. Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable laws.

(i) Without limiting the provisions of subsection (a) or (b) above, the Company (or the applicable Designated Borrower) shall indemnify the Administrative Agent, each Lender and each Issuing Lender and shall make payment in respect thereof within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.05) withheld or deducted from a payment to the Administrative Agent or such Lender or Issuing Lender, as applicable, or paid by the Administrative Agent or such Lender or Issuing Lender, as applicable, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Company by a Lender or Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and Issuing Lender shall, and does hereby, indemnify (x) each Borrower and the Administrative Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrowers or the Administrative Agent) incurred by or asserted against any Borrower or the Administrative Agent by any Governmental Authority as a result of (1) the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or Issuing Lender to the Company or the Administrative Agent pursuant to subsection (e) or (2) the failure of such Lender or Issuing Lender to comply with the provisions of Section 12.01(d) relating to the maintenance of a Participant Register and (y) the Administrative Agent against any Indemnified Taxes or Other Taxes attributable to such Lender or Issuing Lender (but only to the extent a Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of any Borrower to do so) or Excluded Taxes attributable to such Lender or Issuing Lender, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Company shall be conclusive absent manifest error. Each Lender and Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments. Upon request by a Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by a Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.05, the Company (or the applicable Designated Borrower) shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Company, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Company or the Administrative Agent, as the case may be.

(e) Status of Lenders and Issuing Lenders; Tax Documentation.

(i) Each Lender and Issuing Lender shall deliver to the Loan Parties, the Administrative Agent or the applicable taxing authority, at the time or times prescribed by applicable laws or when reasonably requested by any Loan Party or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction and such other reasonably requested information (A) to secure any applicable exemption from, or reduction in the rate of, deduction or withholding imposed by any jurisdiction in respect of any payments to be made by any Loan Party to such Lender or Issuing Lender, and (B) as will permit the Loan Parties or the Administrative Agent, as the case may be, to determine (1) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (2) if applicable, the required rate of withholding or deduction, and (3) such Lender’s or Issuing Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender or Issuing Lender by any Loan Party pursuant to this Agreement or otherwise to establish such Lender’s or Issuing Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii) Without limiting the generality of the foregoing, if any Loan Party (or, if any Loan Party is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) is a “United States person” within the meaning of Section 7701(a)(30) of the Code,

(A) any Lender or Issuing Lender (or, if such Lender or Issuing Lender is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the applicable Loan Party and the Administrative Agent on or prior to the date on which such Lender becomes a Lender or Issuing Lender becomes an Issuing Lender under this Agreement (and from time to time thereafter upon the request of such Loan Party or the Administrative Agent) executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by such Loan Party or the Administrative Agent as will enable such Loan Party or the Administrative Agent, as the case may be, to determine whether or not such Lender or Issuing Lender is subject to backup withholding or information reporting requirements;

(B) each Foreign Lender or non-U.S. Issuing Lender (or, if such Foreign Lender or Issuing Lender is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the applicable Loan Party and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender or Issuing Lender becomes a Lender or Issuing Lender under this Agreement (and from time to time thereafter upon the request of such Loan Party or the Administrative Agent, but only if such Foreign Lender or Issuing Lender (or, if such Foreign Lender or Issuing Lender is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) is legally entitled to do so), whichever of the following is applicable:

(1) executed originals of Internal Revenue Service Form W-8BEN or W-BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(2) executed originals of Internal Revenue Service Form W-8ECI,

(3) in the case of a Foreign Lender or non-U.S. Issuing Lender (or, if such Foreign Lender or Issuing Lender is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Person treated as its owner for U.S. federal income tax purposes) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender or Issuing Lender (or such other Person) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable,

(4) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, including IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender or Issuing Lender is a partnership and one or more direct or indirect partners of such Lender or Issuing Lender are claiming the portfolio interest exemption, such Lender or Issuing Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner, or

(5) executed originals of any other form prescribed by applicable laws as a basis for claiming exemption from or a reduction in U.S. federal withholding tax together with such supplementary documentation as may be prescribed by applicable laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(C) each Lender and Issuing Lender shall deliver to the Administrative Agent and the Loan Parties such documentation reasonably requested by the Administrative Agent or such Loan Party sufficient for the Administrative Agent and such Loan Party to comply with their obligations under FATCA and to determine whether payments to such Lender or Issuing Lender are subject to withholding tax under FATCA. Solely for purposes of this subclause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender and Issuing Lender shall promptly (A) notify the Loan Parties and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender or Issuing Lender and as may be reasonably necessary (including the redesignation of its Lending Installation) to avoid any requirement of applicable laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender or Issuing Lender.

(f) Treatment of Certain Refunds. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or Issuing Lender, or have any obligation to pay to any Lender or Issuing Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or Issuing Lender. If the Administrative Agent or any Lender or Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.05, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the a Loan Party under this Section 3.05 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Administrative Agent or such Lender, as the case may be, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest (to the extent accrued from the date such refund is paid over to the Loan Party) or other charges imposed by the relevant Governmental Authority), to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender or Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

Section 3.06 Mitigation Obligations. If any Lender requests compensation under Section 3.01 or Section 3.02, or any Borrower is required to pay any additional amount to any Lender or Issuing Lender or any Governmental Authority for the account of any Lender or Issuing Lender pursuant to Section 3.05, or if any Lender gives a notice pursuant to Section 3.03, then such Lender or Issuing Lender shall use reasonable efforts to designate a different Lending Installation for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 3.02 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and (ii) in each case, would not subject such Lender or Issuing Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Lender. The Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or Issuing Lender in connection with any such designation or assignment.

Section 3.07 Inability to Determine Rates. Replacing Benchmarks..

(a) Circumstances Affecting Benchmark Availability.

(i) Subject to clause (c) below, if the Administrative Agent determines that the SONIA Rate cannot be determined in accordance with the terms of this Agreement or the Required Lenders determine that the SONIA Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SONIA Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Company and each Lender, and any outstanding Advances will, so long as such circumstances remain in effect, bear interest at the Central Bank Rate plus the Applicable Margin. Upon receipt of such notice, (x) the Company may revoke any pending request for a borrowing of, conversion to or continuation of SONIA Loans in the affected currency and the Company shall either (y)(i) prepay any outstanding affected SONIA Loans immediately or (ii) convert such affected SONIA Loans to Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) immediately. Upon any such prepayment, the Company shall also pay accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 3.04.

(ii) Subject to clause (c) below, if (A) the Administrative Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Company and each Lender. Upon notice thereof by the Administrative Agent to the Company, any obligation of the Lenders to make SOFR Loans, and any right of the Company to convert any Loan to, or continue any Loan as, a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Company may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04.

(iii) Subject to clause (c) below, if (A) the Administrative Agent determines that the applicable Eurocurrency Base Rate for any Eurocurrency Loan cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that the applicable Eurocurrency Base Rate for any Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurocurrency Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Company and each Lender. Upon notice thereof by the Administrative Agent to the Company, any obligation of the Lenders to make Eurocurrency Loans in the affected currency or the affected Interest Period shall be suspended (to the extent of the affected Eurocurrency Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency and the Borrower shall either (y) (i) prepay any outstanding affected Eurocurrency Loans at the end of the applicable Interest Period or (ii) convert such affected Eurocurrency Loans to Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) at the end of the applicable Interest Period. Upon any such prepayment, the Company shall also pay accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 3.04.

(b) [Reserved].

(i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.07(c)(iv) below. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.07(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.07(c).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the “interest period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the “interest period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to any given Benchmark, (i) the Company may revoke any pending request for a Revolving Borrowing or Swingline Borrowing, as applicable, of, conversion to or continuation of Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a Revolving Borrowing or Swingline Borrowing, as applicable, of or conversion to Alternate Base Rate Loans and (ii)(A) any outstanding affected SOFR Loans, if applicable, will be deemed to have been converted into Alternate Base Rate Loans or shall be prepaid at the end of the applicable Interest Period and (B) any outstanding affected SONIA Loans or Eurocurrency Rate Loans, shall either (I) be converted into Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) in the case of SONIA Loans, immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) in the case of SONIA Loans, be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any SONIA Loan, if no election is made by the Company by the date that is three (3) Business Days after receipt by the Company of such notice, the Company shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Company shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Company shall also pay accrued interest (except with respect to any prepayment or conversion of a SONIA Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any Benchmark Unavailability Period or at any time that any tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.

(vi) Disclaimer. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, the SONIA Rate, SONIA, or the Eurocurrency Rate, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, the SONIA Rate, SONIA or the Eurocurrency Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, the SONIA Rate, SONIA or the Eurocurrency Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, the SONIA Rate, SONIA, the Eurocurrency Rate or any other Benchmark or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 3.08 Survival. All of the Company’s obligations under this Article 3 shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

ARTICLE 4

CONDITIONS PRECEDENT

Section 4.01 Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:

(a) all commitments under the Existing Credit Agreement shall have been terminated, and all principal, interest and fees due under the Existing Credit Agreement shall have been repaid in full;

(b) copies of the certificate of incorporation of the Company, together with all amendments thereto, and a certificate of good standing for the Company, each certified by the appropriate governmental officer in its jurisdiction of incorporation;

(c) copies, certified by the Secretary or Assistant Secretary of the Company, of the Company’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(b);

(d) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Company authorized to sign the Loan Documents to which the Company is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Company

(e) an officer’s certificate, dated as of the Effective Date, signed by an Authorized Officer of the Company, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;

(f) [reserved;]

(g) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Gibson, Dunn & Crutcher LLP reasonably acceptable to the Administrative Agent;

(h) [reserved;]

(i) all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Company has received an invoice at least three (3) Business Days prior to the Effective Date (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date);

(j) at least three (3) days prior to the Effective Date, the Company shall have provided the documentation and other information about the Company to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; and

(k) the Administrative Agent (or its counsel) shall have received from (I) each Lender, (II) the Administrative Agent, (III) each Issuing Lender, (IV) each Swingline Lender and (V) the Company either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

The occurrence of the Effective Date shall be confirmed by a written notice from the Administrative Agent to the Company on the Effective Date, and shall be conclusive evidence of the occurrence thereof. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Section 4.02 Each Request for Credit Extension. The Lenders shall not be required to honor any Request for Credit Extension, unless on the applicable Borrowing Date:

(a) no Unmatured Default or Default has occurred and is continuing or would result from such Request for Credit Extension;

(b) each of the representations and warranties set forth in Article 5 (other than the representations and warranties set forth in Sections 5.05 and 5.07) are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;

(d) if the applicable Borrower is a Designated Borrower, then the conditions of Section 2.24 to the designation of such Borrower as a Designated Borrower shall have been satisfied.

Each Request for Credit Extension shall constitute a representation and warranty by the applicable Borrower that the applicable conditions contained in Section 4.02 have been satisfied as of the date of the applicable Advance or issuance of a Letter of Credit.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows to each Lender and the Agents as of the Effective Date and thereafter on each date as required by Section 4.02:

Section 5.01 Existence and Standing. Each Borrower (a) is a corporation, partnership, limited liability company or other entity duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and (b) has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority would not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization and Validity. Each Borrower has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Borrower of the Loan Documents to which it is as party and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents constitute legal, valid and binding obligations of each Borrower party thereto, enforceable against it in accordance with their terms, except as may be limited by bankruptcy, insolvency or similar laws relating to or affecting creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 5.03 No Conflict; Government Consent. (a) Neither the execution and delivery by any Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower, (ii) such Borrower’s bylaws, articles or certificate of incorporation, partnership agreement, certificate of partnership, operating agreement or other management agreement, articles or certificate of organization or other similar formation, organizational or governing documents, instruments and agreements, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which such Borrower is a party or is subject, or by which it, or its Property, is bound, except in the case of clauses (i) and (iii) where such violation would not reasonably be expected to have a Material Adverse Effect.

(b) No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the applicable Borrower, is required to be obtained by any Borrower in connection with the execution and delivery of the Loan Documents to which it is a party, the borrowings under the Loan Documents, the payment and performance by such Borrower of its Obligations or the legality, validity, binding effect or enforceability of the Loan Documents.

Section 5.04 Financial Statements. The January 31, 2024 audited consolidated financial statements of the Company included in the Company SEC Report and the July 31, 2024 unaudited consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on such date as filed with the SEC, (a) were prepared in accordance with GAAP (except as otherwise expressly noted therein) and (b) fairly present in all material respects the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations and cash flows for the period then ended (subject, in the case of unaudited quarterly reports, to the absence of footnotes and to normal year-end audit adjustments).

Section 5.05 Material Adverse Effect. As of the Effective Date, except as disclosed in the Company SEC Report or any subsequent Quarterly Report on Form 10-Q of the Company filed prior to the Effective Date (in each case excluding any disclosures set forth in any risk factor section and in any section relating to forward-looking or safe harbor statements), since January 31, 2024, there has been no material adverse effect on the financial condition, results of operations, business or Property of the Company and its Subsidiaries taken as a whole.

Section 5.06 [Reserved].

Section 5.07 Litigation. As of the Effective Date, there is no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any of their officers, threatened in writing against the Company or any of its Subsidiaries before any Governmental Authority or arbitrator which has not been disclosed in the Company SEC Report (a) that would reasonably be expected to have a Material Adverse Effect or (b) which seeks to prevent, enjoin or delay the making of any Loan or otherwise calls into question the validity of any Loan Document and as to which there is a reasonable possibility of an adverse decision.

Section 5.08 Disclosure. All written information other than financial projections and other forward-looking information and information of a general economic or industry nature (as used in this Section 5.08, the “Information”) provided on or prior to the Effective Date by the Company or on behalf of the Company by its representatives to the Agents or the Lenders in connection with the negotiation and syndication of and entry into this Agreement does not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, when taken as a whole, not materially misleading when taken as a whole and in light of the circumstances under which such statements were made (giving effect to any supplements then or theretofore furnished).

Section 5.09 Regulation U. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation U or Regulation X).

Section 5.10 Investment Company Act. The Company is not an “investment company”, a company “controlled by” an “investment company” or a company required to register as an “investment company,” each as defined in the Investment Company Act of 1940, as amended.

Section 5.11 OFAC, FCPA. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director or officer thereof, is an individual or entity that is (a) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by the United States federal government (including, without limitation, OFAC), the European Union or His Majesty’s Treasury or otherwise the subject or target of any Sanctions or (b) located, organized or resident in a Designated Jurisdiction. The Company and its Subsidiaries are in compliance in all material respects with applicable Anti-Corruption Laws.

Section 5.12 Affected Financial Institution. No Borrower is an Affected Financial Institution.

ARTICLE 6

COVENANTS

From the Effective Date, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder (other than any contingent indemnification obligations for which no claim has been made) shall remain unpaid or unsatisfied or (except to the extent agreed by the Issuing Lender that has issued such Letter of Credit or to the extent such Letter of Credit has been Cash Collateralized) any Letter of Credit shall remain outstanding:

Section 6.01 Financial Reporting. The Company will furnish to the Administrative Agent for the Administrative Agent’s distribution to the Lenders:

(a) As soon as available, but in any event on or prior to the 90th day after the close of each of its fiscal years (commencing with the first fiscal year of the Company ending after the Effective Date), a consolidated balance sheet as of the end of such period, related statements of operations, comprehensive income/loss, stockholder’s equity and cash flows prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, together with an audit report certified by independent certified public accountants of recognized standing, whose opinion shall not be qualified as to the scope of the audit or as to the status of the Company and its consolidated Subsidiaries as a going concern.

(b) As soon as available, but in any event on or prior to the 45th day after the close of the first three quarterly periods of each of its fiscal years (commencing with the first such fiscal quarter of the Company ending after the Effective Date), for itself and its Subsidiaries, a consolidated (or, at the Company’s option and to the extent filed (or to be filed) with the SEC in its quarterly report on Form 10-Q, condensed consolidated) unaudited balance sheet as at the close of each such period and consolidated unaudited statements of operations, comprehensive income (loss) and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer, chief accounting officer or treasurer.

(c) Together with the financial statements required under Sections 6.01(a) and (b), a compliance certificate in substantially the form of Exhibit A signed by its chief financial officer, chief accounting officer or treasurer stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.

(d) [Reserved].

(e) Such other information with respect to the business, condition or operations, financial or otherwise, and Properties of the Company and its Subsidiaries as the Administrative Agent, including at the request of any Lender, may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a), (b) or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at investor.salesforce.com or such other website with respect to which the Company may from time to time notify the Administrative Agent and to which the Lenders have access; or (ii) on which such documents are posted on the Company’s behalf by the Administrative Agent on SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or filed electronically through EDGAR and available on the Internet at www.sec.gov. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery.

The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 9.10); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”

Section 6.02 Use of Proceeds. The Borrowers will use the proceeds of the Advances for general corporate purposes (which may include, without limitation, financing the consideration for and fees, costs and expenses related to any acquisition). The Borrowers shall use the proceeds of the Advances in compliance with all applicable legal and regulatory requirements and any such use shall not result in a violation of any such requirements, including, without limitation, Regulation U and Regulation X, the Securities Act of 1933 and the Securities Exchange Act of 1934 and the regulations promulgated thereunder.

Section 6.03 Notice of Default. The Company will give notice in writing to the Lenders of the occurrence of any Default or Unmatured Default promptly after any Authorized Officer of the Company obtains knowledge thereof.

Section 6.04 Maintenance of Existence and Authority. Each Borrower will, and will cause each of its Subsidiaries to, except as otherwise permitted by Section 6.08, do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership, limited liability company or other entity in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except in each case (other than valid existence of such Borrower) where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 6.05 Compliance with Laws. Each Borrower will, and the Company will cause each of its Major Subsidiaries to, comply in all material respects with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA and Environmental Laws and paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith), except to the extent such noncompliance would not have a Material Adverse Effect.

Section 6.06 Inspection; Keeping of Books and Records. Subject to applicable law and third party confidentiality agreements entered into by the Company or any Subsidiary in the ordinary course of business, the Company will, and will cause each Subsidiary to, permit the Administrative Agent, during the continuance of a Default or Unmatured Default, by its representatives and agents, to inspect any of the Property, books and financial records of the Company and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Company and each Subsidiary, and to discuss the affairs, finances and accounts of the Company and each Subsidiary with their respective officers at such reasonable times and intervals as the Administrative Agent may designate but in all events upon reasonable prior notice to the Company. The Company shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities.

Section 6.07 OFAC, FCPA. The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Section 6.08 Merger. (a) The Company will not merge into or consolidate with any other Person, unless (i) the Person formed by such consolidation or into which the Company is merged shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, the Company’s obligations for the due and punctual payment of the Obligations and the performance of every covenant of this Agreement on the part of the Company to be performed; and (ii) immediately after giving effect to such transaction, no Default or Unmatured Default shall have occurred and be continuing.

(b) Upon any consolidation by the Company with or merger by the Company into any other Person, the successor Person formed by such consolidation or into which the Company is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor Person had been named as the Company herein.

(c) For the avoidance of doubt, this Section 6.08 shall only apply to a merger or consolidation in which the Company is not the surviving Person.

Section 6.09 [Reserved].

Section 6.10 Liens. The Company will not, and will not permit any Major Subsidiary to, create or suffer to exist any Lien in or on any of its Property, in each case to secure or provide for the payment of any Indebtedness for Borrowed Money, except:

(a) (i) Precautionary Liens provided by the Company or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by the Company or any Major Subsidiary which transaction is determined by Company or such Major Subsidiary to constitute a “sale” under GAAP; and (ii) Liens arising in connection with a monetization, securitization, factoring or other financing of accounts receivable, lease or loan receivables or other receivables (including any related rights or claims); provided that (x) such Liens do not encumber any property or assets other than the accounts receivable, lease or loan receivables or other receivables (including any related contracts, rights or claims) subject to such monetization, securitization, factoring or other financing, property securing or otherwise related to such accounts receivable, leases, loans, or other receivables (including the equity interests and assets of any special purpose entity established in connection with such financing and any accounts into which collections or proceeds in respect of such receivables are received), and any collections or proceeds of the foregoing and (y) any Indebtedness for Borrowed Money secured by such Liens is non-recourse to the Company or any other Subsidiary (other than the relevant special purpose entity) (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).

(b) Liens existing on the Effective Date securing Indebtedness for Borrowed Money.

(d) Liens existing on Property of any Person acquired by the Company or any Major Subsidiary (which may include Property previously leased by the Company or any of its Subsidiaries and leasehold interests on such Property, provided that the lease terminates prior to or upon the acquisition), other than any such Lien or security interest created in contemplation of such acquisition (and the replacement, extension or renewal thereof upon or in the same Property).

(e) Liens on Property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary, at the time such Person first becomes a Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the Properties or assets of a Person to the Borrower or any Subsidiary, provided that such Lien was not incurred in anticipation of the merger, consolidation, sale, lease or other disposition.

(f) Liens in favor of the Company or any of its Subsidiaries.

(g) Liens (including pursuant to finance leases) on fixed or capital assets (including real property) to secure the payment of all or any part of the cost of acquisition, construction, development or improvement of such assets, or to secure Indebtedness for Borrowed Money incurred to provide funds for any such purpose; provided that (i) the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later than 12 months after the completion of the acquisition, construction, development or improvement of such assets, (ii) the Indebtedness for Borrowed Money secured by such Lien does not exceed the cost of such acquisition, construction, development or improvement of such assets (other than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and premium and fees, if any, on the Indebtedness for Borrowed Money so secured)), and (iii) such Lien shall not apply to any other Property of the Company or any Subsidiary, except for accessions and improvements to such fixed or capital assets covered by such Lien and the proceeds and products thereof.

(h) Liens on cash and securities (and deposit and securities accounts and related rights) securing (i) reimbursement obligations in respect of letters of credit and banker’s acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of business, or (ii) short-term overdrafts and advances arising in the ordinary course of the Company’s and its Subsidiaries’ cash management activities (to the extent such liabilities could be considered to constitute Indebtedness for Borrowed Money).

(i) Liens securing Indebtedness for Borrowed Money in an aggregate amount, immediately after giving effect to the incurrence of such Indebtedness for Borrowed Money, not to exceed 10% of Consolidated Assets.

(j) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens (or Indebtedness for Borrowed Money secured by Liens) referred to in clauses (a) through (i) and (k), inclusive, provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on and accessions to such Property), and (ii) the Indebtedness for Borrowed Money secured by such Lien at such time is not increased (other than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and premium, if any, on the Indebtedness for Borrowed Money being refinanced)).

(k) Liens created in substitution of any Liens permitted by clauses (a) through (j), inclusive, provided that, (i) based on a good faith determination of a senior officer of the Company, the property encumbered by such substitute or replacement Lien is substantially similar in nature to the property encumbered by the otherwise permitted Lien that is being replaced, and (ii) the Indebtedness for Borrowed Money secured by such Lien at such time is not increased (other than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and premium, if any, on the Indebtedness for Borrowed Money being refinanced)).

If a Subsidiary incurs a Lien in or on any of its Property to secure or provide for the payment of any Indebtedness for Borrowed Money at the time that it is not a Major Subsidiary, the incurrence and existence of such Lien shall not be prohibited or restricted by, and shall not reduce availability under any clause of, this Section 6.10 upon such Subsidiary subsequently becoming a Major Subsidiary unless such Lien was incurred in contemplation of such Subsidiary becoming a Major Subsidiary.

Section 6.11 [Reserved].

Section 6.12 OFAC, FCPA. No Borrower nor any of its respective Subsidiaries will directly, or to such Borrower’s knowledge, indirectly, use the proceeds of any Advance or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject or target of Sanctions in each case of this clause (b) in violation of applicable Sanctions or (c) in any other manner that will result in a violation of Sanctions applicable to any party hereto.

ARTICLE 7

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

Section 7.01 Breach of Representations or Warranties. Any representation or warranty made by any Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

Section 7.02 Failure to Make Payments When Due. Nonpayment of (a) principal of any Loan when due or the Company’s obligation under Section 2.03(f) when due to reimburse an Issuing Lender the amount of each draft under a Letter of Credit paid by such Issuing Lender, or (b) interest upon any Loan, any Commitment Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after such interest, fee or other Obligation becomes due.

Section 7.03 Breach of Covenants. The breach by any Borrower of (a) any of the terms or provisions of Section 6.03, 6.08 or 6.10 or (b) any of the other terms or provisions of this Agreement which is not remedied within thirty (30) days after such Borrower knows of the occurrence thereof.

Section 7.04 Cross Default.

(a) The Company or any Major Subsidiary shall fail to pay any Material Indebtedness of the Company or such Major Subsidiary when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders.

(b) Any Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, in each case prior to the stated maturity thereof as a result of a breach by the Company or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness unless adequate provision for the payment of such Material Indebtedness has been made in form and substance satisfactory to the Required Lenders.

(c) The Company or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.

Section 7.05 Voluntary Bankruptcy; Appointment of Receiver; Etc. The Company or any of its Major Subsidiaries shall (a) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (b) make an assignment for the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (d) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.05, or (f) fail to contest in good faith any appointment or proceeding described in Section 7.06.

Section 7.06 Involuntary Bankruptcy; Appointment of Receiver; Etc. Without the application, approval or consent of the Company or any of its Major Subsidiaries, a receiver, trustee, custodian, examiner, liquidator or similar official shall be appointed for the Company or any of its Major Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.05(d) shall be instituted against the Company or any of its Major Subsidiaries, and such appointment continues undischarged, or such proceeding continues undismissed or unstayed, in each case, for a period of sixty (60) consecutive days.

Section 7.07 Judgments. The Company or any of its Major Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge one or more judgments or orders for the payment of money (except to the extent covered by independent third party insurance and as to which the insurer has not disclaimed coverage) in excess of $1,000,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

Section 7.08 Unfunded Liabilities. (i) The aggregate Unfunded Liabilities of all Plans would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Company and its Subsidiaries taken as a whole; (ii) the present value of the unfunded liabilities to provide the accrued benefits under all Foreign Pension Plans in the aggregate would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Company and its Subsidiaries taken as a whole; or (iii) any Reportable Event shall occur in connection with any Plan and such Reportable Event would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Company and its Subsidiaries taken as a whole.

Section 7.09 Change of Control. A Change of Control shall have occurred.

Section 7.10 Other ERISA Liabilities. The Company, any Subsidiary, or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company, any Subsidiary, or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Company and its Subsidiaries taken as a whole.

Section 7.11 Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement), ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document for any reason other than as expressly permitted hereunder or thereunder.

ARTICLE 8

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

Section 8.01 Acceleration, Etc. If any Default described in Section 7.05 or 7.06 occurs, the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Borrowers shall immediately become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part of the Administrative Agent or any Lender or Issuing Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (i) terminate or suspend (in whole or in part) the obligations of the Lenders to make Loans and the Issuing Lenders to issue Letters of Credit hereunder and declare the Obligations of the Borrowers to be due and payable (in whole or in part), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives and (ii) require that the Company Cash Collateralize the L/C Obligations in an amount equal to 100% of the outstanding L/C Obligations. Promptly upon any acceleration of the Obligations, the Administrative Agent will provide the Company with notice of such acceleration.

If, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers or termination of the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.05 or 7.06) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Company, rescind and annul such acceleration and/or termination.

Section 8.02 Amendments. Subject to the provisions of this Article 8, Section 2.22 and Section 3.07, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrowers may enter into (with notice to the Administrative Agent, if the Administrative Agent is not acting with the consent in writing of the Required Lenders) agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or any Borrower hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall:

(a) Extend the final maturity of any Loan of any Lender or forgive all or any portion of the principal amount thereof payable to any Lender or of any unpaid obligations of any Borrower under Section 2.03(f) to reimburse an Issuing Lender the amount of each draft under a Letter of Credit paid by such Issuing Lender, or reduce the rate or extend the scheduled time of payment of interest or fees thereon (other than a waiver of the application of the default rate of interest pursuant to Section 2.11 hereof) payable to any Lender, without the consent of each Lender or Issuing Lender affected thereby.

(b) Reduce the percentage specified in the definition of Required Lenders or any other percentage of Lenders specified to be the applicable percentage in this Agreement to act on specified matters or amend Section 2.19 or the definition of “Pro Rata Share”, without the consent of all Lenders affected thereby. For the sake of clarity, the addition of a term loan or an increased or additional revolving credit facility or an extension of the maturity of a portion of the revolving credit facility and similar modifications shall be permitted with the consent of the Required Lenders and the Lenders agreeing to participate in the new facility or to increase the amount of their commitment or extend the maturity of their Loans.

(c) Extend the Facility Termination Date as it applies to any Lender or otherwise extend the term or increase the amount of the Commitment of any Lender hereunder (other than as expressly permitted by the terms of Section 2.22) without the consent of each Lender affected thereby.

(d) Permit any Borrower to assign its rights or obligations under this Agreement except as provided in Section 6.08 without the consent of all Lenders.

(e) Amend this Section 8.02 without the consent of all Lenders.

(f) Amend the definition of “Foreign Currency” or Section 1.05 without the consent of all Lenders.

(g) Release the Company from its obligations as a guarantor hereunder, except in connection with the termination of a Designated Borrower’s status as such under Section 2.24.

Notwithstanding the foregoing, (v) no amendment of any provision of this Agreement relating to any Agent shall be effective without the written consent of such Agent; (w) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (x) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrowers and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to any of documents executed by the Borrowers or any Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such related documents to be consistent with this Agreement and the other Loan Documents); (y) no amendment, waiver or consent shall affect the rights or duties of any Issuing Lender under this Agreement or any Loan Document relating to any Letter of Credit issued or to be issued by it without the prior written consent of such Issuing Lender; and (z) no amendment, waiver or consent shall affect the rights or duties of any Swingline Lender under this Agreement without the prior written consent of such Swingline Lender.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (it being specifically understood and agreed that any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Lender may not be increased without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Section 8.03 Preservation of Rights. No delay or omission of the Lenders or any Issuing Lender or Agents to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan or issuance of any Letter of Credit notwithstanding the existence of a Default or Unmatured Default or the inability of any Borrower to satisfy the conditions precedent to such Loan or issuance of Letter of Credit shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by, or by the Administrative Agent with the consent of, the requisite number of Lenders required pursuant to Section 8.02, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agents and the Lenders until all of the Obligations have been paid in full.

ARTICLE 9

GENERAL PROVISIONS

Section 9.01 Survival of Representations. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, each Lender, each Issuing Lender and each Swingline Lender regardless of any investigation made by the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender or on their behalf and notwithstanding that the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender may have had notice or knowledge of any Default at the time of any Advance, and shall continue in full force and effect as long as any Loan, (except as may be Cash Collateralized or as otherwise agreed by the applicable Issuing Lender) L/C Obligation or any other Obligation hereunder (other than any contingent indemnification obligations for which no claim has been made) shall remain unpaid or unsatisfied.

Section 9.02 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

Section 9.03 Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

Section 9.04 Entire Agreement. The Loan Documents, together with the Fee Letter, embody the entire agreement and understanding among each Borrower, the Agents, the Lenders party thereto and supersede all prior agreements and understandings among any Borrower, the Agents and the Lenders, as applicable, relating to the subject matter thereof.

Section 9.05 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders and the Issuing Lenders hereunder are several and not joint and no Lender or Issuing Lender shall be the partner or agent of any other (except to the extent to which the Agents are authorized to act as such). The failure of any Lender or Issuing Lender to perform any of its obligations hereunder shall not relieve any other Lender or Issuing Lender from any of its obligations hereunder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 12.01(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement; provided, however, that the parties hereto expressly agree that each Arranger shall enjoy the benefits of the provisions of Sections 9.06, 9.09 and 10.07 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

Section 9.06 Expenses; Indemnification.

(a) Costs and Expenses. The Company shall reimburse from time to time on demand (i) all reasonable and documented out-of-pocket fees and expenses incurred by, without duplication, the Administrative Agent, the Arrangers and their respective Affiliates (in the case of fees, disbursements and other charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Arrangers and the Lenders (taken together) and, if reasonably necessary, of one local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction)) incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lenders and the Lenders (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of one counsel to such parties, taken together (and, if reasonably necessary, of one local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for all affected parties, taken together)) in connection with the enforcement or protection of their rights (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section 9.06, or (B) in connection with the Loans or Letters of Credit made or issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or the Borrower’s obligations in respect of Letters of Credit.

(b) Indemnification by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender, each Issuing Lender and each of their respective Affiliates, controlling Persons, successors and assigns and their respective officers, directors, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from (and will reimburse each Indemnitee as the same are incurred for), any and all losses, claims, damages, liabilities and expenses (in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of one counsel to all Indemnitees, taken together (and, if reasonably necessary, of one local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for all affected Indemnitees, taken together)) that may be incurred by or awarded against any Indemnitee, in each case arising out of or in connection with (i) the Revolving Credit Facility, (ii) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.05), (iii) any Loan or Letter of Credit or the use or proposed use of the proceeds, (iv) any actual or alleged presence or release of Hazardous Materials on, at, to or from any property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or its Subject Related Parties, (y) a material breach by such Indemnitee or any of its Subject Related Parties of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a dispute solely among two or more Indemnitees not arising from any act or omission of the Company or its Subsidiaries hereunder (other than claims against an Indemnitee in its capacity or as a result of fulfilling its role as an Agent, Arranger or similar role under any of the Loan Documents). This Section 9.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. In the case of an investigation, litigation or proceeding to which the indemnity in this Section 9.06(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its equityholders or creditors or any other third party or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

(c) Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Company for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender, such Swingline Lender or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender or such Swingline Lender in its capacity as such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.17(c).

(d) Waiver of Consequential Damages; Limitation of Liability. To the fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Company’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Administrative Agent (or any sub-agent thereof), Arranger, Lender nor any of their respective Affiliates, controlling Persons, successors and assigns or their respective officers, directors, employees, agents and advisors (each such Person being called a “Released Party”) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Released Party through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Released Party or its Subject Related Parties or a material breach of such Released Party’s or its Subject Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section 9.06 shall be payable not later than ten (10) Business Days after written demand therefor.

(f) Survival. The agreements in this Section 9.06 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or discharge of all the other Obligations.

Section 9.07 Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with the Agreement Accounting Principles.

Section 9.08 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable. Without limiting the foregoing provisions of this Section 9.08, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 9.09 Nonliability of Lenders. The relationship between the Company on the one hand and the Lenders and the Agents on the other hand shall be solely that of borrower and lender. None of the Agents, the Arrangers or any Lender shall have any fiduciary responsibilities to the Company. None of the Agents, the Arrangers or any Lender undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations.

Section 9.10 Confidentiality. Each of the Administrative Agent, each other Agent, the Issuing Lenders and the Lenders agrees to use all Information received by them solely for the purposes of providing the services that are the subject of this Agreement and to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, trustees, advisors and agents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority), in which case such Administrative Agent, other Agent, Issuing Lender or Lender, as applicable, agrees to the extent reasonably practicable and not prohibited by applicable law, rule, regulation or order, to inform the Company promptly of the disclosure thereof, (c) to the extent required by applicable laws, rules or regulations or by any subpoena or order or similar legal process (in which case such Administrative Agent, other Agent, Issuing Lender or Lender, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order, to inform the Company promptly of the disclosure thereof), (d) in connection with performing the services set forth herein and consummating the transactions contemplated hereby, to any prospective Lender or Issuing Lender or participant subject to the such prospective Lender or Issuing Lender or participant agreeing to confidentiality arrangements (for the benefit of the Company) no less favorable to the Company than those set forth in this Section 9.10, (e) to potential counterparties to any swap or derivative transaction, subject to the confidentiality agreements in favor of the Company no less favorable to the Company than this paragraph, (f) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (g) with the prior written consent of the Company, (h) in connection with obtaining CUSIP numbers, (i) as and to the extent set forth in Section 12.02, (j) to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section 9.10 or (y) becomes available to such Administrative Agent, other Agent, Issuing Lender or Lender, as applicable, from a source other than the Company (or the Company’s representatives) that is not, such Person’s knowledge, subject to confidentiality or fiduciary obligations owing to you or any of your subsidiaries and (k) to any other party hereto. Notwithstanding the foregoing, the Administrative Agent shall not be required to provide notice of any Lender by any governmental agency or examiner or regulatory body with jurisdiction over any Lender.

In addition, on a confidential basis, the Administrative Agent, each Issuing Lender and each Lender may disclose the existence and terms of this Agreement (including, without limitation, the Aggregate Commitment, the nature of the facility as a revolving credit facility, the use of proceeds provisions herein and the principal amount outstanding at a given time), and the identity of the parties hereto (including titles and participants) to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent, the Issuing Lenders and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

For purposes of this Section 9.10, “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses in connection with the transactions contemplated hereby.

Each of the Administrative Agent, the Issuing Lenders and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable law, including United States Federal and state securities laws.

Section 9.11 Nonreliance. Each of the Lenders hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.

Section 9.12 Disclosure. The Company, the Issuing Lenders and each Lender hereby acknowledge and agree that the Administrative Agent, Arrangers and/or their respective Affiliates and certain of the other Lenders, Issuing Lenders and/or their respective Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Company and its Affiliates.

Section 9.13 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

ARTICLE 10

THE ADMINISTRATIVE AGENT

Section 10.01 Appointment and Authority. Each of the Lenders and each Issuing Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 (other than Section 10.06 below) are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions (other than as provided in Section 10.06 below). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 10.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice or consent of the Lenders with respect thereto.

Section 10.03 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or the issuance, extension, renewal, amendment or increase of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance, extension, renewal, amendment or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Section 10.04 Exculpatory Provisions. The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Arrangers, as applicable, and their Related Parties:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

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

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

Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article 8) or (ii) in the absence of (A) its and its Subject Related Parties’ gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment and (B) material breach by the Administrative Agent and its Subject Related Parties of the Administrative Agent’s obligations pursuant to the terms of the Loan Documents as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender.

Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (including any report provided to it by an Issuing Lender pursuant to Section 2.03), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (vi) the utilization of any Issuing Lender’s L/C Commitment (it being understood and agreed that each Issuing Lender shall monitor compliance with its own L/C Commitment without any further action by the Administrative Agent).

Section 10.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 10 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct (or breached its material obligations under the Loan Documents) in the selection of such sub-agents.

Section 10.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to, so long as no Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (such date, or the date, if earlier, upon which a successor is appointed, the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, subject to, so long as no Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed). Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, subject to, so long as no Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent (other than as provided in Section 3.08 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 9.06 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d) Any resignation by, or removal of, Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a Swingline Lender. If Bank of America resigns as a Swingline Lender, it shall retain all the rights of a Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Loans or fund participations in outstanding Swingline Loans pursuant to Section 2.01. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall, if in its sole discretion it elects to, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender in its capacity as such and (b) the retiring Swingline Lender shall be discharged from all of its duties and obligations in its capacity as such. For the avoidance of doubt, any resignation by Bank of America as an Issuing Lender shall be subject to Section 2.03(i).

Section 10.07 Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders. Each of the Lenders and each Issuing Lender acknowledges that none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any Lender or each Issuing Lender as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each of the Lenders and each Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or Issuing Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or Issuing Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Section 10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or other Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder.

Section 10.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 2.09, 3.03 and 9.06) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 3.03 and 9.06.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Lender in any such proceeding.

Section 10.10 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that none of the Administrative Agent, any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments, the Letters of Credit and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 10.11 Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount,

ARTICLE 11

SETOFF

Section 11.01 Setoff. In addition to, and without limitation of, any rights of the Lenders or any Issuing Lender under applicable law, if any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by any Lender or any Issuing Lender or any Affiliate of any Lender or Issuing Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations of the Borrower then owing to such Lender or Issuing Lender to the extent the Obligations shall then be due; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

ARTICLE 12

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

Section 12.01 Successors and Assigns. (a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 12.01 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $25,000,000 unless each of the Administrative Agent and, so long as no Default under Section 7.02, 7.05 or 7.06 has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to any Swingline Lender’s rights and obligations in respect of Swingline Loans.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the prior written consent of the Borrower (such consent to not to be unreasonably withheld or delayed) shall be required unless such assignment is to a Lender or an Affiliate of a Lender or a Default under Section 7.02, Section 7.05 or Section 7.06 has occurred and is continuing; provided that no assignment shall result in any Lender, together with its Affiliates, holding more than 30% of the Aggregate Commitments at any time without the prior written consent of the Borrower;

(B) the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender; and

(C) the consent of the Issuing Lenders and the Swingline Lenders (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

(v) No Assignment to Company. No such assignment shall be made to the Company or any of its Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons.

(vii) No Assignment to Defaulting Lenders. No such assignment shall be made to a Defaulting Lender.

(viii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the Pro Rata Share of Revolving Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lenders, the Swingline Lenders or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 3.05 and 9.06 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments and L/C Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender and Issuing Lender, as applicable, pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender or Issuing Lender, as applicable, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by any Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent, the Issuing Lenders or the Swingline Lenders, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, a Defaulting Lender or the Company or any of its Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans)); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Issuing Lenders and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the proviso to Section 8.02 that affects such Participant. Subject to subsection (e) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Section 3.01, 3.03, 3.04 or 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.01 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender.

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

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.03, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.05 unless such Participant agrees to comply with Section 3.05 as though it were a Lender (it being understood that the documentation required under Section 3.05(e) shall be delivered to the Lender who sells the participation).

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 12.02 Dissemination of Information. The Company authorizes each of the Lenders to disclose to any Participant and any prospective Participant any and all information in such Lender’s possession concerning the creditworthiness of the Company and its Subsidiaries, including without limitation any information contained in any reports or other information delivered by the Company pursuant to Section 6.01; provided that each Participant and prospective Participant agrees to be bound by Section 9.10 of this Agreement or other provisions at least as restrictive as Section 9.10 including making the acknowledgments set forth therein (in each case for the benefit of the Borrower).

Section 12.03 Tax Treatment. If any interest in any Loan Document is transferred to any Participant which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Participant, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.05(e).

ARTICLE 13

NOTICES

Section 13.01 Notices; Effectiveness; Electronic Communication. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Company or any other Loan Party or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number set forth on Schedule 13.01; and

(ii) if to any other Lender or Issuing Lender, to the address, telecopier number, electronic mail address or telephone number specified in its administrative questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its administrative questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Company).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the Lenders and Issuing Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to Article 2 if such Lender or Issuing Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Company, any Issuing Lender or any Swingline Lender may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines, provided that such determination or approval may be limited to particular notices or communications.

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

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Company’s or the Administrative Agent’s transmission of Company Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or breach of its material obligations under any Loan Document by, such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Company, any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, each Issuing Lender and each Swingline Lender may change its address, telecopier or telephone number for notices and other communications hereunder by written notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by written notice to the Company, the Administrative Agent, each Issuing Lender and each Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Company Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent and Lenders. The Administrative Agent, the Lenders and the Issuing Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Borrower so long as such notices appear on their face to be authentic even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender, each Issuing Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

ARTICLE 14

COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

Section 14.01 Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Article 4, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 14.02 Electronic Execution. The words “delivery”, “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Conversion/Continuation Notices, Borrowing Notices, waivers and consents) (each, a “Communication”) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, the authorization under this Section 14.02 may include, without limitation, use or acceptance by the Company, the Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Company, the Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the any Borrower without further verification and (b) upon the reasonable request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

ARTICLE 15

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

Section 15.01 Choice of Law. THE LOAN DOCUMENTS AND OBLIGATIONS OF THE PARTIES THEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER THEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 15.02 Consent to Jurisdiction. THE COMPANY AND EACH OTHER LOAN PARTY, THE AGENTS, THE ISSUING LENDERS, THE SWINGLINE LENDERS AND THE LENDERS HEREBY IRREVOCABLY SUBMITS TO JURISDICTION OF ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, OF ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING (WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS, THE ISSUING LENDERS, THE SWINGLINE LENDERS OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWERS IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BROUGHT BY THE BORROWERS, DIRECTLY OR INDIRECTLY, IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK.

EACH OF THE COMPANY AND EACH OTHER LOAN PARTY, THE AGENTS, THE ISSUING LENDERS, THE SWINGLINE LENDERS AND THE LENDERS HEREBY AGREES FURTHER THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PERSON AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 13.01 AND AGREES THAT SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PERSON IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS OR LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 15.03 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 15.04 U.S. Patriot Act Notice and Beneficial Ownership Regulation. Each Lender that is subject to the U.S. Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the U.S. Patriot Act and the requirements of 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), it is required to obtain, verify and record information that identifies the Company and each other Loan Party, which information includes the name and address of the Company and each other Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Company and each other Loan Party in accordance with the U.S. Patriot Act and the Beneficial Ownership Regulation. The Company and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act.

Section 15.05 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Company, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers nor any of the Lenders has any obligation to the Company, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arrangers nor any of the Lenders has any obligation to disclose any of such interests to the Company, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby agrees and covenants that it will not make any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 15.06 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under Applicable law).

Section 15.07 Acknowledgement and Consent to Bail-in of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Lender that is an Affected Financial Institution;

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

ARTICLE 16

GUARANTY

Section 16.01 The Guaranty. The Company hereby unconditionally and absolutely guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Loan made to each Designated Borrower pursuant to this Agreement, and the full and punctual payment of all other amounts payable by each Designated Borrower under this Agreement (collectively, the “Designated Borrower Obligations”). Upon failure by any Designated Borrower to pay punctually any Designated Borrower Obligations, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement.

Section 16.02 Guaranty Unconditional. The Company’s obligations with respect to its Guarantied Obligations hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

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(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Designated Borrower under this Agreement or any Note, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Agreement or any Note;

(c) any change in the corporate existence, structure or ownership of any Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Designated Borrower or its assets or any resulting release or discharge of any obligation of any Designated Borrower contained in this Agreement or any Note;

(d) the existence of any claim, set-off or other rights which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(e) any invalidity or unenforceability relating to or against any Designated Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by any Designated Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or

(f) any other act or omission to act or delay of any kind by any Designated Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder (other than payment in full of the Guarantied Obligations).

Section 16.03 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances. The Company’s obligations hereunder shall remain in full force and effect until the Commitments shall have terminated and the Guarantied Obligations of the Company shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount payable by any Designated Borrower under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization, of any Designated Borrower or otherwise, the Company’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

Section 16.04 Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Designated Borrower or any other Person.

Section 16.05 Subrogation. Upon making any payment with respect to any Guarantied Obligation hereunder, the Company shall be subrogated to the rights of the payee against the applicable Designated Borrower with respect to such payment; provided that the Company shall not enforce any payment by way of subrogation unless all amounts of principal of and interest on the Loans to such Designated Borrower and all other amounts payable by such Designated Borrower under this Agreement have been paid in full.

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Section 16.06 Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Designated Borrower under this Agreement or its Notes is stayed upon insolvency, bankruptcy or reorganization of such Designated Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


SALESFORCE, INC.

/s/ Joachim Wettermark
Name:		Joachim Wettermark
Title:		Executive Vice President and Treasurer

[Signature Page to Credit Agreement]


ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as the Administrative Agent, a Lender, the Swingline Lender and an Issuing Lender

	By:	/s/ James Haack
	Name:	James Haack
	Title:	Director

[Signature Page to Credit Agreement]


CITIBANK, N.A., as a Lender and an Issuing Lender

By:		/s/ Daniel Boselli
Name:		Daniel Boselli
Title:		Vice President

JPMorgan Chase Bank, N.A., as a Lender and an Issuing Lender

By:		/s/ Abhishek Joshi
Name:		Abhishek Joshi
Title:		Vice President

BARCLAYS BANK PLC, as a Lender

By:		/s/ Sean Duggan
Name:		Sean Duggan
Title:		Director

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:		/s/ Alison Lugo
Name:		Alison Lugo
Title:		Vice President

By:		/s/ Ming K. Chu
Name:		Ming K. Chu
Title:		Director

ROYAL BANK OF CANADA, as a Lender

By:		/s/ Nick Heslip
Name:		Nick Heslip
Title:		Authorized Signatory

WELLS FARGO BANK, N.A., as a Lender

By:		/s/ Jack Stutesman
Name:		Jack Stutesman
Title:		Director

[Signature Page to Credit Agreement]


Banco Santander, S.A., New York Branch, as a Lender

By:		/s/ Andres Barbosa
Name:		Andres Barbosa
Title:		Managing Director

By:		/s/ Daniel Kostman
Name:		Daniel Kostman
Title:		Executive Director

BNP Paribas, as a Lender

By:		/s/ George Ko
Name:		George Ko
Title:		Director

By:		/s/ My-Linh Yoshiike
Name:		My-Linh Yoshiike
Title:		Vice President

TRUIST BANK, as a Lender

By:		/s/ Carlos Cruz
Name:		Carlos Cruz
Title:		Director

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Matt S. Scullin
Name:		Matt S. Scullin
Title:		Senior Vice President

GOLDMAN SACHS BANK USA, as a Lender

By:		/s/ Dan Starr
Name:		Dan Starr
Title:		Authorized Signatory

MORGAN STANLEY BANK, N.A., as a Lender

By:		/s/ Michael King
Name:		Michael King
Title:		Authorized Signatory

[Signature Page to Credit Agreement]


MUFG Bank, Ltd., as a Lender

By:		/s/ Lillian Kim
Name:		Lillian Kim
Title:		Director

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Raj Nambiar
Name:		Raj Nambiar
Title:		Sr. Vice President

The Toronto-Dominion Bank, New York Branch, as a Lender

By:		/s/ Mike Tkach
Name:		Mike Tkach
Title:		Authorized Signatory

[Signature Page to Credit Agreement]

PRICING SCHEDULE

TO REVOLVING CREDIT AGREEMENT

APPLICABLE MARGIN


	Pricing Level I (S&P / Moody’s)			Pricing Level II (S&P / Moody’s)			Pricing Level III (S&P / Moody’s)			Pricing Level IV (S&P / Moody’s)
Public Debt Rating	≥	AA-/Aa3			A+/A1			A/A2		≤	A-/A3
Eurocurrency Advance, SOFR Advance or SONIA Advance		0.50	%		0.60	%		0.70	%		0.85	%
Alternate Base Rate Advance		0	%		0	%		0	%		0	%

COMMITMENT FEE


	Pricing Level I (S&P / Moody’s)			Pricing Level II (S&P / Moody’s)			Pricing Level III (S&P / Moody’s)			Pricing Level IV (S&P / Moody’s)
Public Debt Rating	≥	AA-/Aa3			A+/A1			A/A2		≤	A-/A3
		0.035	%		0.040	%		0.060	%		0.080	%

For the purpose of the foregoing charts, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin or Commitment Fee, as applicable, shall be determined by reference to the available Public Debt Rating; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable Margin or Commitment Fee, as applicable, shall be set in accordance with Pricing Level IV until such time as either S&P or Moody’s shall have in effect a Public Debt Rating; (c) if the Public Debt Ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin or Commitment Fee, as applicable, shall be based upon the higher of such Public Debt Ratings, except that in the event that the lower of such Public Debt Ratings is more than one level below the higher of such Public Debt Ratings, the Applicable Margin or Commitment Fee, as applicable, shall be based upon the level immediately below the higher of such Public Debt Ratings; (d) if any Public Debt Rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on which Public Debt Ratings are established, each reference to the Public Debt Ratings announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.

COMMITMENT SCHEDULE

COMMITMENTS AND PRO RATA SHARES


Lender	Commitment		Pro Rata Share of Aggregate Commitment
Bank of America, N.A.	$	450,000,000.00		9.00	%
Barclays Bank PLC	$	450,000,000.00		9.00	%
Citibank, N.A.	$	450,000,000.00		9.00	%
Deutsche Bank AG New York Branch	$	450,000,000.00		9.00	%
JPMorgan Chase Bank, N.A.	$	450,000,000.00		9.00	%
Royal Bank of Canada	$	450,000,000.00		9.00	%
Wells Fargo Bank, National Association	$	450,000,000.00		9.00	%
Banco Santander, S.A., New York Branch	$	260,000,000.00		5.20	%
BNP Paribas	$	260,000,000.00		5.20	%
Truist Bank	$	260,000,000.00		5.20	%
U.S. Bank National Association	$	260,000,000.00		5.20	%
Goldman Sachs Bank USA	$	162,000,000.00		3.24	%
Morgan Stanley Bank, N.A.	$	162,000,000.00		3.24	%
MUFG Bank, Ltd.	$	162,000,000.00		3.24	%
PNC Bank, National Association	$	162,000,000.00		3.24	%
The Toronto-Dominion Bank, New York Branch	$	162,000,000.00		3.24	%
TOTAL	$	5,000,000,000.00		100.000000000	%

L/C COMMITMENT SCHEDULE


Issuing Lender	L/C Commitment
Bank of America, N.A.	$	50,000,000.00
Citibank, N.A.	$	50,000,000.00
JPMorgan Chase Bank, N.A.	$	50,000,000.00

Schedule 13.01

CERTAIN ADDRESSES FOR NOTICES

1.	Address of the Company:

Attention: Chief Financial Officer

Salesforce, Inc.

415 Mission St, 3rd Floor

San Francisco, California 94105

Phone: (415) 901-7000

treasury@salesforce.com

2.	Address for the Administrative Agent:

Administrative Agent’s Office

(for payments and Requests for Advances):

Bank of America, N.A.

7105 Corporate Drive

Building B

Plano, TX 75024

Attention: Jose Duran

Telephone: (469) 201-8816

Electronic Mail: ecredit_dedicated@bofa.com and jose.j.duran@bofa.com

Account No.: (USD) 1366072250600

ABA# 026009593

Account No.: (EUR) GB89 BOFA 1650 5095 687029

Account No.: (GBP) GB90 BOFA 1650 5095 687011

Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

7105 Corporate Drive

Building B

Plano, TX 75024

Attention: Michelle D. Diggs

Telephone: (469) 201-8292

Facsimile: (214) 290-9463

Electronic Mail: michelle.diggs@bofa.com

3.	Addresses for the Issuing Lenders:

Bank of America, N.A.

Trade Operations

1 Fleet Way

Scranton, PA 18507

Mail Code: PA6-580-02-30

Telephone: (570) 496-9619

Facsimile: (800) 755-8740

Electronic Mail: tradeclientserviceteamus@bofa.com

Attention: Michael Grizzanti

Telephone: (570) 496-9621

Facsimile: (800) 755-8743

Electronic Mail: michael.a.grizzanti@bofa.com

Citibank, N.A.

1 Penns Way, Ops II

New Castle, DE 19720

Attention: GCIB IN US Standby Team

Electronic Mail: US.Standby@citi.com

JPMorgan Chase Bank, N.A.

131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

Attention: LC Agency Team

Telephone: (800) 364-1969

Facsimile: (856) 294-5267

Electronic Email: chicago.lc.agency.activity.team@jpmchase.com

4.	SWINGLINE LENDER:

Bank of America, N.A.

7105 Corporate Drive

Building B

Plano, TX 75024

Attention: Jose Duran

Telephone: (469) 201-8816

Electronic Mail: ecredit_dedicated@bofa.com and jose.j.duran@bofa.com

Account No.: (USD) 1366072250600

ABA# 026009593

Account No.: (EUR) GB89 BOFA 1650 5095 687029

Account No.: (GBP) GB90 BOFA 1650 5095 687011

EXHIBIT A

[FORM OF]

COMPLIANCE CERTIFICATE

To:	The Lenders party to the

Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Credit Agreement, dated as of [•], 2024 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) among Salesforce, Inc., a Delaware corporation (the “Company” or “Salesforce”), the Designated Borrowers from time to time parties thereto, the institutions from time to time parties thereto as Lenders and Issuing Lenders, and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES (IN HIS OR HER CAPACITY AS AN OFFICER OF THE COMPANY AND NOT IN HIS OR HER INDIVIDUAL CAPACITY) THAT:

1. I am the duly elected [Chief Financial Officer] [Chief Accounting Officer] [Treasurer] of the Company;

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by [the attached financial statements][the financial statements available in electronic format and delivered pursuant to Section 6.01 of the Credit Agreement];

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default as of the date of this Compliance Certificate[.][, except as set forth below:

[Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Company has taken, is taking, or proposes to take with respect to each such condition or event.]

A-1

The foregoing certifications, together with the financial statements referred to in this Compliance Certificate in support hereof, are made and delivered this _____ day of ________, ____.


By:
	Name:
	Title:	[Chief Financial Officer] [Chief Accounting Officer] [Treasurer]

A-2

EXHIBIT B-1

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities⁵) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

¹	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³	Select as appropriate.

⁴	Include bracketed language if there are either multiple Assignors or multiple Assignees.

⁵	Include all applicable subfacilities.

B-1-1


1.	Assignor[s]:
		[Assignor [is][is not] a Defaulting Lender]

2.	Assignee[s]:
		*[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender***]]

3.	Borrower:	Salesforce, Inc. (“Company”)

4.	Administrative Agent:	Bank of America, N.A., as the Administrative Agent under the Credit Agreement

5.	Credit Agreement:	Credit Agreement, dated as of [•], 2024, among Salesforce, the institutions from time to time parties thereto as Lenders and Issuing Lenders, and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender

6.	Assigned Interest:

Assignor[s]⁶

Assignee[s]⁷

Aggregate
Amount of
Commitment/
Revolving
Loans
for Assignor⁸

Amount of
Commitment/
Revolving Loans
Assigned

Percentage
Assigned of
Commitment/
Revolving Loans⁹

__________

⁶	List each Assignor, as appropriate.

⁷	List each Assignee, as appropriate.

⁸	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁹	Set forth, to at least nine (9) decimals, as a percentage of the Commitment/Revolving Loans of all Lenders thereunder.

B-1-2

[7. Trade Date: _______________]¹⁰

Effective Date: , 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

¹⁰	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

B-1-3

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR
[NAME OF ASSIGNOR]

By:
		Title:

ASSIGNEE
[NAME OF ASSIGNEE]

By:
		Title:

[Consented to and]¹¹ Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:
		Title:

[Consented to:]¹²

SALESFORCE, INC., as Borrower

By:
		Title:

Consented to:

[ISSUING][SWINGLINE] LENDERS

By:
		Title:

¹¹	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹²	To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

B-1-4

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.01(b)(v), (vi), and (vii) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.01(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest, and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

B-1-5

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

B-1-6

EXHIBIT B-2

[FORM OF]

DESIGNATED BORROWER REQUEST AND ASSIGNMENT AGREEMENT

Date: [ ], 20[ ]

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

This Designated Borrower Request and Assumption Agreement (this “Agreement”) is made and delivered pursuant to Section 2.24 of that certain Credit Agreement dated as of [•], 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Salesforce, Inc., a Delaware corporation (the “Company”), the institutions from time to time parties thereto as Lenders and Issuing Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

[Each of] (the “Designated Borrower[s]”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Designated Borrower[s] [are each Subsidiaries][is a Subsidiary] of the Company.

The documents required to be delivered to the Administrative Agent under Section 2.24 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.

The parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower[s] shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower[s] would have had if the Designated Borrower[s] had been an original party to the Credit Agreement as a Borrower. The Designated Borrower[s] confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement.

B-2-1

The parties hereto hereby request that the Designated Borrower[s] be entitled to receive Revolving Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower[s] nor the Company on its behalf shall have any right to request any Advances for its account unless and until the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.24 of the Credit Agreement.

This Agreement shall constitute a Loan Document under the Credit Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

[Remainder of Page Intentionally Left Blank]

B-2-1

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


[DESIGNATED BORROWER]

By:
		Name:
		Title:

SALESFORCE, INC.

By:
		Name:
		Title:

B-2-1

EXHIBIT C

[FORM OF]

PREPAYMENT NOTICE

Bank of America, N.A.

7105 Corporate Drive

Building B

Plano, TX 75024

Attention: Jose Duran

Phone: (469) 290-8816

Email: ecredit_dedicated@bofa.com and jose.j.duran@bofa.com

Ladies and Gentlemen:

Reference is hereby made to the Credit Agreement dated as of [•], 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Salesforce, Inc., a Delaware corporation (the “Borrower”), the institutions from time to time parties thereto as Lenders and Issuing Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

This Prepayment Notice is delivered to you pursuant to Section 2.07 of the Credit Agreement. The Borrower hereby gives notice of a prepayment of Loans as follows:

(a) The proposed date of the prepayment is ______________;

(b) the aggregate amount of the proposed prepayment is ___________; and

(c) the Advance[s] to be prepaid [is][are] a[n] [Alternate Base Rate Advance] [Eurocurrency Advance[s] with [an] Interest Period[s] ending [______]] [SOFR Advance[s] with [an] Interest Period[s] ending [______]] [SONIA Advance[s]] [Swingline Borrowing].

SALESFORCE, INC.

By: ___________________________

Name: _________________________

Title: __________________________

C-1

EXHIBIT D

[FORM OF]

PROMISSORY NOTE

[ ], 20[ ]

FOR VALUE RECEIVED, [__], a [__] (the “Borrower”), promises to pay to the order of __________________ (the “Lender”) the aggregate unpaid principal amount of the Loan made from time to time by the Lender to the Borrower pursuant to Section 2.01(a) of the Credit Agreement (as hereinafter defined), in immediately available funds at the address or Lending Installation of Bank of America, N.A., as Administrative Agent specified in accordance with the terms of the Credit Agreement, together with interest on the unpaid principal amount thereof at the rates and on the dates set forth in the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the maturity date.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

This note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of [•], 2024 (which, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, is herein called the “Credit Agreement”) among the Borrower, the institutions from time to time parties thereto as Lenders, including the Lender, and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender, to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest and any notice of any kind. No failure to exercise and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof that would require the application of the laws of another jurisdiction.

[__]

By:___________________________

Name:

Title:

D-1

SCHEDULE OF LOANS AND PAYMENTS

OF PRINCIPAL TO NOTE

DATED ____________________


	Principal	Maturity	Principal
	Amount of	of Interest	Amount	Unpaid
Date	Loan	Period	Paid	Balance

D-2

EXHIBIT E

[FORM OF]

BORROWING NOTICE

[Date]

Bank of America, N.A.

7105 Corporate Drive, Building B

Plano, TX 75024

Attention: Michelle D. Diggs

Fax: (214) 290-9463

Email: michelle.diggs@bofa.com

Ladies and Gentlemen:

We refer to the Credit Agreement dated as of [•], 2024 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) among Salesforce, Inc., a Delaware corporation, the institutions from time to time parties thereto as Lenders and Issuing Lenders, and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

We hereby give you notice pursuant to Section 2.08 of the Credit Agreement that we request an Advance under the Credit Agreement as follows:

(a) the requested Borrowing Date of the proposed Advance is ___________, 20__¹;

(b) the aggregate amount and currency of the proposed Advance is ___________;

(c) the Type of Advance is a [Alternate Base Rate Advance] [Eurocurrency Advance][SONIA Advance][SOFR Advance][Daily Simple SOFR Advance]²[ESTR Advance] ³;

¹	Must be a Business Day.

²	Must be a Swingline Borrowing.

³	Must be a Swingline Borrowing.

E-1

(d) the Advance is [a Revolving Borrowing] [a Swingline Borrowing];

[(e) the Interest Period for each Loan made as part of the proposed Advance is ___________;]⁴ [and]

(f) proceeds of the Advance are to be disbursed to [location and number of account] [and][.]

[(g) the Designated Borrower to which such Advance is to be made is [Designated Borrower].]

We represent and warrant as of the requested Borrowing Date that (a) No Default or Unmatured Default has occurred and is continuing, or would result from the proposed Advance; and (b) the representations and warranties contained in Article 5 of the Credit Agreement (other than the representations and warranties set forth in Sections 5.05, 5.06 and 5.07) are true and correct in all material respects (except to the extent representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date.


Very truly yours,

SALESFORCE, INC.

By:
		Name:
		Title:

⁴

Include clause (e) only if proposed Advance is comprised of Eurocurrency Loans or SOFR Loans. The requested Interest Period must comply with the definition of the term “Interest Period.” There may not be more than fifteen (15) different Interest Periods applicable to outstanding Revolving Borrowings consisting of Eurocurrency Loans or SOFR Loans (unless such limit has been waived by the Administrative Agent in its sole discretion).

E-2

EXHIBIT F

[FORM OF]

CONVERSION/CONTINUATION NOTICE

[Date]

Bank of America, N.A.

7105 Corporate Drive, Building B

Plano, TX 75024

Attention: Michelle D. Diggs

Fax: (214) 290-9463

Email: michelle.diggs@bofa.com

Ladies and Gentlemen:

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

We hereby give you notice, irrevocably, pursuant to Section 2.09 of the Credit Agreement that we elect to [convert [part of] [all of] the Alternate Base Rate Advance in the amount of $______ into a SOFR Advance] [convert [part of] [all of] the SOFR Advance in the amount of $______ into a Alternate Base Rate Advance] [continue [part of] [all of] the [Eurocurrency Advance] [SOFR Advance] in the amount of $______ having an Interest Period ending on the requested date of the proposed continuation], as follows:

(a) the requested Business Day of the proposed [conversion] [continuation] is_________, 20__;¹⁸

(b) the Advance to be [converted] [continued] consists of a[n] [Alternate Base Rate Advance] [Eurocurrency Advance][SOFR Advance] in an aggregate amount of $_________; and

¹⁸	This Notice must be delivered to the Administrative Agent not later than 11:00 a.m. (Pacific time) at least three (3) Business Days prior to the requested conversion or continuation date.

F-1

(c) the amount of such Advance which is to be [converted into] [continued as] a[n] [Alternate Base Rate Advance] [Eurocurrency Advance] [SOFR Advance] is $_________, and the duration of the Interest Period applicable thereto is __________.¹⁹


Very truly yours,

[__], as the Borrower

By:
		Name:
		Title:

¹⁹

The requested Interest Period must comply with the definition of the term “Interest Period.” There may not be more than fifteen (15) different Interest Periods applicable to outstanding Revolving Borrowings consisting of Eurocurrency Loans. In the case of a Swingline Borrowing, the Interest Period shall be one week or such other period agreed to by the applicable Swingline Lender and the Borrower.

F-2

EXHIBIT G

[FORM OF]

DESIGNATED BORROWER NOTICE

[ ], 20[ ]

To: Salesforce, Inc.

The Lenders party to the Credit Agreement referred to below

Ladies and Gentlemen:

This Designated Borrower Notice (this “Notice”) is made and delivered pursuant to Section 2.24 of that certain Credit Agreement dated as of [•], 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Salesforce, Inc., a Delaware corporation (the “Company”), the institutions from time to time parties thereto as Lenders and Issuing Lenders and Bank of America, N.A., as Administrative Agent, a Swingline Lender and an Issuing Lender. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

The Administrative Agent hereby notifies Company and the Lenders that effective as of [the date hereof] [ ] shall be a Designated Borrower and may receive Revolving Loans for its account on the terms and conditions set forth in the Credit Agreement.

This Notice shall constitute a Loan Document under the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

G-1

IN WITNESS WHEREOF, the undersigned has executed this Notice on behalf of the Administrative Agent as of the date first written above.


BANK OF AMERICA, N.A., as the Administrative Agent

By:
		Name:
		Title:

G-1

EXHIBIT H-1

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For United States Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement, dated as of [•], 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Salesforce, Inc., the Designated Borrowers from time to time parties thereto, the institutions from time to time parties thereto as Lenders and Issuing Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender.

Pursuant to the provisions of Section 3.05 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished the Administrative Agent and the Borrower with a duly completed and executed certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E (or an applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

In the case of a Lender that is a disregarded entity for United States federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s regarded owner for United States federal income tax purposes.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By_________________________________

Name_______________________________

Title_______________________________

Date_______________________________

Form of U.S. Tax Compliance Certificate

EXHIBIT H-2

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For United States Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.05 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Lender with a duly completed and executed certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E (or an applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

In the case of a participant that is a disregarded entity for United States federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such participant’s regarded owner for United States federal income tax purposes.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By_________________________________

Name_______________________________

Title_______________________________

Date_______________________________

Form of U.S. Tax Compliance Certificate

EXHIBIT H-3

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For United States Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.05 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Lender with a duly competed and executed Internal Revenue Service Form W-8IMY, accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a duly completed and executed Internal Revenue Service Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) a duly completed and executed Internal Revenue Service Form W-8IMY accompanied by a duly completed and executed Internal Revenue Service Form W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, together with any other information required to be provided by Internal Revenue Service Form W-8IMY. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By_________________________________

Name_______________________________

Title_______________________________

Date_______________________________

Form of U.S. Tax Compliance Certificate

EXHIBIT H-4

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For United States Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.05 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished the Administrative Agent and the Borrower with a duly completed and executed Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a duly completed and executed Internal Revenue Service Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) a duly completed and executed Internal Revenue Service Form W-8IMY accompanied by a duly completed and executed Internal Revenue Service Form W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, together with any other information required to be provided by Internal Revenue Service Form W-8IMY. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By_________________________________

Name_______________________________

Title_______________________________

Date_______________________________

Form of U.S. Tax Compliance Certificate