Form 8-K

8-K — Uber Technologies, Inc

Accession: 0001552781-26-000414

Filed: 2026-08-07

Period: 2026-08-06

CIK: 0001543151

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — e26328_uber-8k.htm (Primary)

EX-10.1 (e26328_ex10-1.htm)

EX-10.2 (e26328_ex10-2.htm)

EX-10.3 (e26328_ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: e26328_uber-8k.htm · Sequence: 1

Uber 8-K

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0001543151

2026-08-06

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 6, 2026

UBER

TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38902

45-2647441

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1725

Third Street

San

Francisco, California 94158

(Address

of principal executive offices, including zip code)

(415)

612-8582

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

UBER

New York Stock Exchange

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule

12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging

growth company ☐

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Term Loan Credit Agreement

On August 6, 2026, Uber Technologies, Inc. (the “Company”)

entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”), among the Company, as borrower, the lenders

party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. The Term Loan Credit Agreement was entered into in connection

with the previously disclosed Business Combination Agreement, dated as of July 16, 2026, by and among the Company, Uber International

Technologies II Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (the “Bidder”), and Delivery

Hero SE, a European Company (Societas Europaea) incorporated under German law (“Delivery Hero”), pursuant to which

the Bidder agreed to make a voluntary public takeover offer (the “Offer”) for the shares of Delivery Hero. The entry into

the Term Loan Credit Agreement reduced the commitments under the Bridge Credit Agreement (as defined below) by €4,000,000,000.

The Term Loan Credit Agreement provides for senior

unsecured term loan commitments in two tranches: Tranche A term loans, which will mature on the date that is eighteen (18) months after

the Closing Date (as defined in the Term Loan Credit Agreement), and Tranche B term loans, which will mature on the date that is three

(3) years after the Closing Date. The proceeds of any loans under the Term Loan Credit Agreement will be used to finance the Offer, to

provide funding for related transactions, to refinance certain indebtedness of Delivery Hero and for the payment of related transaction

costs. The Term Loan Credit Agreement is unsecured and is not guaranteed by any subsidiary of the Company.

Loans under the Term Loan Credit Agreement will bear

interest at EURIBOR plus an applicable margin. The applicable margin will fluctuate based upon the ratings of the Company’s non-credit-enhanced

senior unsecured long-term debt by Standard & Poor’s Financial Services LLC, Moody’s Investors Service, Inc. or Fitch

Ratings Ltd. (the “Debt Rating”). The Term Loan Credit Agreement also provides for a commitment fee, commencing on November

13, 2026 until the termination of the aggregate commitments, accruing at a rate determined by reference to the Debt Rating.

The Term Loan Credit Agreement contains certain customary

representations and warranties, affirmative and negative covenants and events of default. Negative covenants include, among others, certain

limitations on the incurrence of liens securing indebtedness by the Company and its material subsidiaries and the incurrence of indebtedness

by its material subsidiaries. In addition, the Term Loan Credit Agreement requires that the Company maintain a ratio of consolidated

adjusted earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00,

as more fully described in the Term Loan Credit Agreement. The following events are considered “events of default” under

the Term Loan Credit Agreement: default in the payment of principal of any loan; default in the payment of any interest on any loan,

any fee due or any other amount payable thereunder and such default continues for a period of five business days; failure to comply with

specified covenants; material misrepresentations; certain defaults by the Company or any of its material subsidiaries with respect to

indebtedness for borrowed money in an amount exceeding $500 million; certain events of bankruptcy, insolvency or reorganization of the

Company and certain of its subsidiaries; certain judgment defaults against the Company or any of the Company’s Material Subsidiaries

in an amount exceeding $500 million; the occurrence of certain ERISA events; the occurrence of certain change of control event; and the

Company ceasing to own, directly or indirectly, 100% of the equity interests of the Bidder. If certain bankruptcy and insolvency-related

events of default occur, any outstanding obligations under the Term Loan Credit Agreement will automatically become due and payable and

the commitments will automatically be terminated. If an event of default, other than certain bankruptcy and insolvency-related events

of default, occurs and is not cured within applicable grace periods or waived, any outstanding obligations under the Term Loan Credit

Agreement may be declared immediately due and payable and the commitments may be terminated.

The foregoing summary of the Term Loan Credit Agreement

does not purport to be complete and is subject to, and qualified in its entirety by, and the full text of the Term Loan Credit Agreement,

which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amendment No. 1 to Bridge Credit Agreement

On August 6, 2026, the Company entered into Amendment

No. 1 (“Amendment No. 1”) to the Bridge Credit Agreement, dated as of July 16, 2026, among the Company, as borrower, the lenders

party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Bridge Credit Agreement” and, as amended

by Amendment No. 1, the “Amended Bridge Credit Agreement”). Amendment No. 1 amends the Bridge Credit Agreement to, among other

things, remove certain representations and warranties, replace the cross-default event of default with a cross-payment default and acceleration

event of default and increase the threshold amount related thereto from $300 million to $500 million.

The foregoing summary of Amendment No. 1 and the Amended

Bridge Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment

No. 1, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Revolving Credit Agreement

On August 6, 2026, the Company entered into a Credit

Agreement (the “Revolving Credit Agreement”), among the Company, as borrower, the lenders party thereto, the letter of credit

issuers party thereto and Bank of America, N.A., as administrative agent. The Revolving Credit Agreement replaces the Company’s

existing Revolving Credit Agreement, dated as of September 26, 2024, among the Company, the lenders party thereto and Bank of America,

N.A., as the administrative agent (the “Existing Revolving Credit Agreement”), which was terminated effective August 6, 2026.

The Revolving Credit Agreement provides for $7.7 billion

in aggregate amount of commitments for senior unsecured revolving loans, which will mature on August 6, 2031 unless otherwise extended

in accordance with the terms of the Revolving Credit Agreement. The Revolving Credit Agreement provides that the Company may obtain, subject

to the satisfaction of customary conditions, loans in U.S. Dollars or certain alternate currencies. Proceeds from any borrowings under

the Revolving Credit Agreement may be used for general corporate purposes. The Revolving Credit Agreement is unsecured and is not guaranteed

by any subsidiary of the Company.

Loans under the Revolving Credit Agreement will bear

interest, at the option of the Company, at either the term SOFR rate (determined in accordance with the Revolving Credit Agreement) plus

an applicable margin or the base rate (determined in accordance with the Revolving Credit Agreement) plus an applicable margin. Loans

denominated in alternative currencies will bear interest at the applicable alternative currency rate plus an applicable margin. The Revolving

Credit Agreement has a commitment fee, which will accrue on the actual daily undrawn amount of the aggregate commitments of the lenders

in respect of the Revolving Credit Agreement. The applicable margin over the term SOFR rate and the base rate, as well as the commitment

fee, will fluctuate based upon the Debt Rating.

The Revolving Credit Agreement contains certain customary

representations and warranties, affirmative and negative covenants and events of default. Negative covenants include, among others, certain

limitations on the incurrence of liens securing indebtedness by the Company and its material subsidiaries and the incurrence of indebtedness

by its material subsidiaries. In addition, the Revolving Credit Agreement requires that the Company maintain a ratio of consolidated

adjusted earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00,

as more fully described in the Revolving Credit Agreement. The following events are considered “events of default” under

the Revolving Credit Agreement: default in the payment of principal of any loan or any letter of credit obligation; default in the payment

of any interest on any loan or on any letter of credit obligation, any fee due or any other amount payable thereunder and such default

continues for a period of five business days; failure to comply with specified covenants; material misrepresentations; certain defaults

by the Company or any of its material subsidiaries with respect to indebtedness for borrowed money in an amount exceeding $500 million;

certain events of bankruptcy, insolvency or reorganization of the Company and certain of its subsidiaries; certain judgment defaults

against the Company or any of its material subsidiaries in an amount exceeding $500 million; the occurrence of certain ERISA events;

and the occurrence of certain change of control event. If certain bankruptcy and insolvency-related events of default occur, any outstanding

obligations under the Revolving Credit Agreement will automatically become due and payable and the commitments will automatically be

terminated. If an event of default, other than certain bankruptcy and insolvency-related events of default, occurs and is not cured within

applicable grace periods or waived, any outstanding obligations under the Revolving Credit Agreement may be declared immediately due

and payable and the commitments may be terminated.

At closing, approximately $324 million of letters

of credit have been issued under the Revolving Credit Agreement, transitioned from outstanding letters of credit under the Existing Revolving

Credit Agreement, but no borrowings have been drawn.

The foregoing summary of the Revolving Credit Agreement

does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Revolving Credit Agreement,

which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01

of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1*

Term Loan Credit Agreement, dated as of August 6, 2026, by and among Uber Technologies, Inc., as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

10.2*

Amendment No. 1 to Bridge Credit Agreement, dated as of August 6, 2026, by and among Uber Technologies, Inc., as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

10.3*

Credit Agreement, dated as of August 6, 2026, by and among Uber Technologies, Inc., as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and an L/C issuer, and the other L/C issuers party thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain schedules and attachments to this exhibit have

been omitted because they do not contain information material to an investment or voting decision and that information is not otherwise

disclosed in the exhibit.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

UBER TECHNOLOGIES, INC.

Date: August 7, 2026

By: /s/ Dara Khosrowshahi

Dara Khosrowshahi

Chief Executive Officer

EX-10.1

Filename: e26328_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution

Version

TERM

LOAN CREDIT AGREEMENT

Dated

as of August 6, 2026

among

UBER

TECHNOLOGIES, INC.,

as the Borrower,

MORGAN

STANLEY SENIOR FUNDING, INC.,

as Administrative Agent,

and

The Other

Lenders Party Hereto

MORGAN

STANLEY SENIOR FUNDING, INC.,

BofA SECURITIES, INC.,

DEUTSCHE BANK SECURITIES INC.,

CITIBANK, N.A. and

GOLDMAN SACHS BANK USA

Joint Lead Arrangers and Joint Bookrunners

BofA SECURITIES,

INC. and

DEUTSCHE BANK SECURITIES INC.

as Syndication Agents

TABLE

OF CONTENTS

Section

Page

Article I. DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms.

1.04

Rounding

1.05

Times of Day

1.06

Sanctions Provisions

1.07

Interest Rates; Licensing

Article II. the COMMITMENTS and Borrowings

2.01

Loans

2.02

Borrowings,

Conversions and Continuations of Loans

2.03

[Reserved]

2.04

[Reserved]

2.05

Prepayments

2.06

Termination or Reduction of Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees

2.11

Evidence of Debt.

2.12

Payments Generally; Administrative Agent’s Clawback.

2.13

Sharing of Payments by Lenders

2.14

[Reserved]

2.15

[Reserved]

2.16

[Reserved]

2.17

Defaulting Lenders

Article III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes.

3.02

Illegality

3.03

Inability

to Determine Rates

3.04

Increased

Costs

3.05

Compensation for Losses

3.06

Mitigation

Obligations; Replacement of Lenders

3.07

Survival

Article IV. CONDITIONS PRECEDENT TO EFFECTIVENESS AND Borrowings

4.01

Conditions of Effectiveness

4.02

Conditions to Initial Borrowing on the Closing Date

4.03

Conditions to Borrowing after the Closing Date

4.04

Certain Funds Period

Article V. REPRESENTATIONS AND WARRANTIES

5.01

Organization; Powers

5.02

Authorization; Enforceability

5.03

Governmental Approvals; No Conflicts

5.04

Financial Condition; No Material Adverse Change

5.05

[Reserved]

5.06

Litigation Matters

5.07

[Reserved]

5.08

Investment Company Status

5.09

Margin Stock

5.10

[Reserved]

5.11

ERISA

5.12

Disclosure

5.13

[Reserved]

5.14

Solvency

5.15

Anti-Terrorism Laws

5.16

Offer

5.17

Beneficial Ownership Certification

Article VI. AFFIRMATIVE COVENANTS

6.01

Financial Statements; Ratings Change and Other Information

6.02

Notices of Default

6.03

Existence; Conduct of Business

6.04

Payment of Taxes

6.05

[Reserved]

6.06

Books and Records; Inspection Rights

6.07

[Reserved]

6.08

Compliance with Laws and Agreements

6.09

Use of Proceeds

6.10

The Offer and Related Matters

6.11

Beneficial Ownership Regulations

Article VII. NEGATIVE COVENANTS

7.01

Subsidiary Indebtedness.

7.02

Liens

7.03

Fundamental Changes

7.04

Use of Proceeds

7.05

Financial Covenant

Article VIII. EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

Article IX. ADMINISTRATIVE AGENT

9.01

Appointment and Authority

9.02

Rights as a Lender

9.03

Exculpatory Provisions

9.04

Reliance by Administrative Agent

9.05

Delegation of Duties

9.06

Resignation

of Administrative Agent

9.07

Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders

9.08

No Other Duties, Etc.

9.09

Administrative Agent May File Proofs of Claim

9.10

[Reserved]

9.11

Certain

ERISA Matters

9.12

Recovery of Erroneous Payments

Article X. MISCELLANEOUS

10.01

Amendments, Etc.

10.02

Notices;

Effectiveness; Electronic Communication

10.03

No Waiver; Cumulative Remedies; Enforcement

10.04

Expenses; Indemnity; Damage Waiver

10.05

Payments Set Aside

10.06

Successors

and Assigns

10.07

Treatment of Certain Information; Confidentiality

10.08

Right of Setoff

10.09

Interest Rate Limitation

10.10

Integration; Effectiveness

10.11

Survival of Representations and Warranties

10.12

Severability

10.13

Replacement of Lenders

10.14

Governing Law; Jurisdiction; Etc.

10.15

Waiver of Jury Trial

10.16

[Reserved].

10.17

No Advisory or Fiduciary Responsibility

10.18

Electronic Execution; Electronic Records; Counterparts

10.19

USA PATRIOT Act

10.20

[Reserved]

10.21

ENTIRE AGREEMENT

10.22

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

10.23

Judgment Currency

iii

SCHEDULES

2.01 Commitments

and Applicable Percentages

10.02 Administrative

Agent’s Office; Certain Addresses for Notices

EXHIBITS

A Form

of Loan Notice

C Form

of Note

D Form

of Compliance Certificate

E-1 Assignment

and Assumption

E-2 Form

of Administrative Questionnaire

I-1 Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)

I-2 Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)

I-3 Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)

I-4 Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

TERM

LOAN CREDIT AGREEMENT

This

TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of August 6, 2026, among UBER TECHNOLOGIES, INC.,

a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”

and individually, a “Lender”), and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.

The

Borrower has requested that the Lenders provide a term loan credit facility, and the Lenders are willing to do so on the terms

and conditions set forth herein.

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

Article

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined

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

below:

“Acquisition”

means the acquisition by Bidco of the shares of Target pursuant to the Offer.

“Acquisition

Consideration” means the aggregate amount of cash consideration payable in connection with the Acquisition.

“Administrative

Agent” means Morgan Stanley (or any of its designated branch offices or affiliates) in its capacity as administrative

agent under any of the Loan Documents, or any successor administrative agent.

“Administrative

Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,

account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to

such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form

approved by the Administrative Agent.

“Affected

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

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls

or is Controlled by or is under common Control with the Person specified.

“Agent

Parties” has the meaning specified in Section 10.02(c).

“Aggregate

Commitments” means the Commitments of all the Lenders.

“Aggregate

Debt” means the sum of the following as of the date of determination: (1) the lesser of (a) the then outstanding aggregate

principal amount of the Indebtedness of the Borrower and its Material Subsidiaries incurred after the Effective Date and secured

by Liens not permitted under Section 7.02(a) and (b) the fair market value of the assets subject to the Liens referred to in clause

(a), as determined in good faith by the board of directors of the Borrower and (2) the then outstanding aggregate principal amount

of all Subsidiary Debt incurred after the Effective Date and not permitted under Section 7.01(b); provided, that any such Subsidiary

Debt will be excluded from this clause (2) to the extent that such Subsidiary Debt is included in clause (1) of this definition.

For the avoidance of doubt, in no event will the amount of Indebtedness (including Guarantees of such Indebtedness) be required

to be included in the calculation of Aggregate Debt more than once despite the fact that more than one Person is liable with respect

to such Indebtedness and despite the fact that such Indebtedness is secured by the assets of more than one Person.

“Agreement”

means this Term Loan Credit Agreement.

“Agreement

Currency” has the meaning specified in Section 10.23.

“Anti-Boycott

Regulations” has the meaning specified in Section 1.06(a).

“Anti-Corruption

Laws” means the FCPA, the U.K. Bribery Act 2010 to the extent applicable, all other applicable anti-corruption laws

of jurisdictions where the Borrower and its Subsidiaries conduct business, and the rules and regulations (if any) thereunder enforced

by any governmental agency.

“Anti-Terrorism

Laws” has the meaning specified in Section 5.15.

“Applicable

Authority” means (a) with respect to ESTR, the applicable administrator for ESTR or any Governmental Authority having

jurisdiction over the Administrative Agent or such administrator with respect to its publication of ESTR, in each case acting

in such capacity and (b) with respect to EURIBOR, the applicable administrator for EURIBOR or any Governmental Authority having

jurisdiction over the Administrative Agent or such administrator with respect to its publication of EURIBOR, in each case acting

in such capacity.

“Applicable

Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable

Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of

the Aggregate Commitments represented by such Lender’s applicable Commitment and Loans (or Tranche of Loans, if applicable)

at such time, subject to adjustment as provided in Section 2.17 and giving effect to any subsequent assignments and to

any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender

is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such

Lender becomes a party hereto, as applicable.

“Applicable

Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

the case of any Tranche A Loan hereunder:

Applicable

Rate

Pricing

Level

Debt

Ratings

S&P/Moody’s/Fitch

Commitment

Fee

EURIBOR

Loans and

ESTR Loans

≥

A+/A1/A+

0.05%

0.55%

A/A2/A

0.06%

0.625%

A-/A3/A-

0.07%

0.75%

BBB+/Baa1/BBB+

0.08%

0.875%

BBB/Baa2/BBB

0.10%

1.00%

≤

BBB-/Baa3/BBB-

0.15%

1.25%

the case of any Tranche B Loan hereunder:

Applicable

Rate

Pricing

Level

Debt

Ratings

S&P/Moody’s/Fitch

Commitment

Fee

EURIBOR

Loans and

ESTR Loans

≥

A+/A1/A+

0.05%

0.675%

A/A2/A

0.06%

0.75%

A-/A3/A-

0.07%

0.875%

BBB+/Baa1/BBB+

0.08%

1.00%

BBB/Baa2/BBB

0.10%

1.125%

≤

BBB-/Baa3/BBB-

0.15%

1.375%

Initially,

the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section

4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating

shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately

preceding the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or

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

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

from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference

to the rating most recently in effect prior to such change or cessation.

“Applicable

Time” means, with respect to any Borrowings and payments in Euros, the local time in the place of settlement for Euros

as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with

normal banking procedures in the place of payment.

“Approved

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

or an Affiliate of an entity that administers or manages a Lender.

“Arrangers”

means Morgan Stanley Senior Funding, Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Citibank, N.A. and Goldman Sachs

Bank USA, each in their respective capacities as joint lead arranger and joint bookrunner.

“Assignment

and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent

of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially

the form of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform)

approved by the Administrative Agent.

“Availability

End Date” means the first to occur of: (i) receipt by the Administrative Agent of written notice of termination of this

Agreement from the Borrower, (ii) the consummation of all components of the Acquisition (including the repurchase, redemption

or other repayment of all outstanding Convertible Notes of the Target, and all fundings under this Agreement to be made in connection

therewith, whether or not funded on the Closing Date) pursuant to the Business Combination Agreement, (iii) the abandonment (upon

written notification by the Borrower to the Administrative Agent) or termination (in writing in accordance with its terms) by

the Borrower of the Business Combination Agreement, (iv) the date that is seven Business Days after the Long Stop Date unless

the Closing Date has occurred on or before such date, and (v) the date that is 60 days after Offer Completion (as defined in the

Business Combination Agreement as in effect on the date hereof), which shall not in any event extend beyond January 20, 2028.

“Availability

Period” means the period from and including the Effective Date to the earlier of (a) the Availability End Date and (b)

the date of termination of all of the Aggregate Commitments pursuant to Section 2.06 or Section 2.05.

“BaFin”

means the German Federal Supervisory Authority for Financial Services (Bundesanstalt für Finanzdienstleistungsaufsicht).

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect

of any liability of an Affected Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the

European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA

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

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

in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions

or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank

Charge” means (a) any amount payable by any Lender, the Administrative Agent, or any of their Affiliates on the basis

of, or in relation to, its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital

or any combination thereof (including, without limitation, the United Kingdom bank levy as set out in Schedule 19 to the Finance

Act 2011 and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities

taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated

22 February 2011 which has been enacted and which has been formally announced as proposed as at the date of this Agreement) and

(b) any bank surcharge or banking corporation tax surcharge as set out in the Finance (No. 2) Act 2015 and any other surcharge

or tax of a similar nature implemented in any other jurisdiction.

“Beneficial

Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial

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

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,

(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes

of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee

benefit plan” or “plan”.

“Bidco”

means Uber International Technologies II Corporation, a Delaware corporation and a wholly-owned Subsidiary of the Borrower.

“Borrower”

has the meaning specified in the introductory paragraph hereto.

“Borrower

Materials” means all written information and other written materials provided by the Borrower to the Administrative

Agent or any Lender pursuant to or in connection with this Agreement, including materials posted to the Platform.

“Borrowing”

means a borrowing consisting of simultaneous Loans of the same Type and Tranche, in the same currency, and, in the case of EURIBOR

Loans, having the same Interest Period made by each of the Lenders on each Funding Date pursuant to Section 2.01.

“Bridge

Credit Agreement” means that certain Bridge Credit Agreement, dated as of July 16, 2026, among the Borrower, the lenders

from time to time party thereto, and Morgan Stanley, as administrative agent.

“Business

Combination Agreement” means the business combination agreement to be entered into between Bidco, the Borrower and the

Target in connection with the Acquisition on or about the Effective Date.

“Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under

the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located (or, solely for the

purpose of Section 2.01, on which commercial banks are authorized to close, or are in fact closed, in Frankfurt am Main,

Germany); provided that if such day relates to any interest rate settings as to a EURIBOR Loan denominated in Euro, any fundings,

disbursements, settlements and payments in Euro in respect of any such EURIBOR Loan, or any other dealings in Euro to be carried

out pursuant to this Agreement in respect of any such EURIBOR Loan, means a Business Day that is also a TARGET Day.

“Capital

Lease” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as

a capital lease or financing lease.

“Capital

Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of

(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required

to be classified and accounted for as capital leases or financing leases (and, for the avoidance of doubt, not as an operating

lease) on both the balance sheet and statements of operations of such Person under GAAP, and the amount of such obligations shall

be the amount required to be reflected as a liability on a balance sheet of such Person determined in accordance with GAAP; provided

that, for the avoidance of doubt, any obligations relating to a lease that was accounted for by such Person as an operating

lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for

as obligations relating to an operating lease and not as Capital Lease Obligations.

“Cash

Confirmation Agreement” means that certain Cash Confirmation Agreement, dated as of July 16, 2026, between the Borrower

and Morgan Stanley Europe SE.

“Certain

Funds Period” means the period from and including the Effective Date and ending on the date upon which all of the Commitments

have been funded or terminated in accordance with the terms hereof.

“Change

in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of

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

implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline

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

herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines

or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines

or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor

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

case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change

of Control” means: the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d)

of the Exchange Act, proxy, vote, written notice or otherwise) that any “person” or “group” (as such terms

are used in Sections 13(d) and 14(d) of the Exchange Act), is or has become the “beneficial owner” (as such term is

used in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower; provided, however,

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

the right to acquire, whether such right is exercisable immediately or only after the passage of time, directly or indirectly;

and provided, further, that a transaction will not be deemed to involve a Change of Control if (a) the Borrower

becomes a direct or indirect wholly owned subsidiary of another Person, and (b)(i) the direct or indirect holders of the Voting

Stock of such Person immediately following that transaction are substantially the same as the holders of the Borrower’s

Voting Stock immediately prior to that transaction or (ii) immediately following that transaction no “person”

or “group” (other than a Person satisfying the requirements of this sentence) is the beneficial owner, directly or

indirectly, of more than 50% of the Voting Stock of such holding company.

“Closing

Date” means the Business Day during the Availability Period on which (a) all the conditions precedent in Section

4.02 are satisfied or waived in accordance with Section 10.01 and (b) the first Funding Date occurs.

“CME”

means CME Group Benchmark Administration Limited.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Commitment”

means, as to each Lender, such Lender’s Tranche A Commitment and Tranche B Commitment.

“Commitment

Termination Date” has the meaning specified in Section 2.09(a).

“Communication”

means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request,

statement, disclosure or authorization related to any Loan Document.

“Conforming

Changes” means, with respect to the use, administration of or any conventions associated with EURIBOR or any proposed

Successor Rate for Dollars or Euros, as applicable, any conforming changes to the definitions of “ESTR”, “EURIBOR”

and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical,

administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, timing

of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods and the day basis for calculating

interest for the applicable currency) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption

and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner

substantially consistent with market practice for such currency (or, if the Administrative Agent determines that adoption of any

portion of such market practice is not administratively feasible or that no market practice for the administration of such rate

for such currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary

in connection with the administration of this Agreement and any other Loan Document).

“Connection

Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that

are franchise Taxes or branch profits Taxes.

“Consolidated

Adjusted EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and

to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax

expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and

other fees and charges associated with Indebtedness, plus expenses associated with the equity component of, and any mark-to-market

losses with respect to, Convertible Notes, (c) depreciation and amortization expense, (d) amortization of intangibles (including,

but not limited to, goodwill), (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash stock

option and other equity-based compensation expenses and payroll tax expense related to stock option and other equity-based compensation

expenses, (g) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any of its Subsidiaries for

such period, including any write-down of intangibles (excluding any such charge, expense or loss incurred in the ordinary course

of business that constitutes an accrual of, or a reserve for, cash charges for any future period), including, for the avoidance

of doubt, non-cash foreign currency translation losses and any unrealized losses in respect of Swap Contracts (including non-cash

losses related to currency remeasurement of Indebtedness); provided, however that cash payments made in such period or

in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred

in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period) shall

be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA in the period when such payments are made,

(h) transition, integration and similar fees, charges and expenses related to acquisitions or dispositions, (i) restructuring

charges or reserves including write-downs and write-offs, including any one-time costs incurred in connection with acquisitions

or dispositions and costs related to the closure, consolidation and integration of facilities, information technology infrastructure

and legal entities, and severance and retention bonuses; (j) the amount of cost savings and synergies projected by the Borrower

in good faith to be realized as a result of an acquisition not prohibited hereunder, in each case within the four consecutive

fiscal quarters following the consummation of such acquisition (or following the consummation of the squeeze-out merger in the

case of an acquisition structured as a two-step transaction), calculated as though such cost savings and synergies had been realized

on the first day of such period and net of the amount of actual benefits received during such period from such acquisition; provided

that (i) a duly completed certificate signed by a Responsible Officer or a Financial Officer shall be delivered to the Administrative

Agent certifying that such cost savings and synergies are reasonably expected and factually supportable in the good faith judgment

of the Borrower and (ii) no cost savings or synergies shall be added pursuant to this clause (j) to the extent duplicative of

any expenses or charges otherwise added to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise,

for such period (provided that notwithstanding anything to the contrary, the amount that may be added back pursuant to

clauses (h), (i), (j) and (l) may not in the aggregate for any four fiscal quarter period exceed 15% of Consolidated Adjusted

EBITDA for such period (determined without giving effect to any such adjustment pursuant to such clauses (h), (i), (j) and (l))),

(k) costs, expenses, settlements and charges related to, arising out of or made in connection with legal proceedings and regulatory

matters (provided that the amount that may be added back pursuant to this clause (k) may not in the aggregate for any four

fiscal quarter period exceed 15% of Consolidated Adjusted EBITDA for such period (determined without giving effect to any such

adjustment pursuant to this clause (k))), (l) costs, fees, charges and losses in respect of discontinued operations, (m) adjustments

relating to purchase price allocation accounting, and (n) fees and expenses directly related to the Transactions, the incurrence

of any Indebtedness permitted hereunder, the offering of any Equity Interests by the Borrower and any acquisition or disposition

transactions, minus, to the extent included in the statement of such Consolidated Net Income for such period (and without

duplication), the sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP, and (c)

any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated

cash charges in any prior period that are described in the parenthetical to clause (g) above), including for the avoidance of

doubt non-cash foreign currency translation gains (including non-cash gains related to currency remeasurement of Indebtedness),

mark-to-market gains in respect of Convertible Notes and unrealized gains in respect of Swap Contracts, all as determined on a

consolidated basis.

Consolidated

Adjusted EBITDA shall be calculated after giving effect on a pro forma basis for the applicable Measurement Period to any asset

sales or other dispositions or acquisitions, investments, mergers, consolidations and discontinued operations (as determined in

accordance with GAAP) by Borrower and its Subsidiaries (1) that have occurred during such Measurement Period or at any time subsequent

to the last day of such Measurement Period and on or prior to the date of the transaction in respect of which Consolidated Adjusted

EBITDA is being determined and (2) that the Borrower determines in good faith are outside the ordinary course of business, in

each case as if such asset sale or other disposition or acquisition, investment, merger, consolidation or disposed operation occurred

on the first day of such Measurement Period. For purposes of this definition, pro forma calculations shall be made in accordance

with Article 11 of Regulation S-X under the Securities Act; provided that the Borrower shall not be required to give pro forma

effect to any transaction that it does not in good faith deem material. Such pro forma calculations shall be made in good faith

by a Financial Officer of the Borrower.

“Consolidated

Interest Expense” means the total interest expense of the Borrower and its Subsidiaries for such period as determined

on a consolidated basis in accordance with GAAP.

“Consolidated

Net Income” means, for any period, the net income or loss of the Borrower and its Subsidiaries for such period, determined

on a consolidated basis in conformity with GAAP.

“Consolidated

Subsidiaries” means, as of any date of determination and with respect to any Person, those Subsidiaries of that Person

whose financial data is, in accordance with GAAP, reflected in that Person’s consolidated financial statements.

“Consolidated

Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries

calculated in accordance with GAAP as of the end of the most recent fiscal quarter for which financial statements are available

(giving pro forma effect to any acquisition or disposition of asset or other property of the Borrower or any of its Subsidiaries

that has occurred since the end of such fiscal quarter as if such acquisition or disposition had occurred on the last day of such

fiscal quarter); provided that no pro forma effect shall be given to any acquisition or disposition (or series of related acquisitions

or dispositions) with aggregate consideration of less than $1,000,000,000.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a

Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Convertible

Notes” means debt securities or Indebtedness that are convertible into or exchangeable for any combination of Equity

Interests and/or cash.

“CPRA”

has the meaning specified in Section 10.07.

“Debt

Rating” means, as of any date of determination, the rating as determined by S&P, Moody’s or Fitch (collectively,

the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided

that if at any time there is a split in the Debt Ratings issued by the three rating agencies (with the Debt Rating for Level

1 being the highest and the Rating for Level 6 being the lowest), and (i) if only one of the rating agencies shall have in effect

a Debt Rating, then such Debt Rating shall apply; (ii) if only two rating agencies shall have in effect a Debt Rating, and such

Debt Ratings differ by one level, then the Level for the higher of the two Debt Ratings shall apply; (iii) if only two rating

agencies shall have in effect a Debt Rating, and there is a split in Debt Ratings of such rating agencies of more than one level,

then the Level that is one Level lower than the higher of the two Debt Ratings shall apply; (iv) if three rating agencies shall

have in effect a Debt Rating, and any two or three of the Debt Ratings are the same, then the Level shall be determined by reference

to such Debt Ratings; and (v) if three rating agencies shall have in effect a Debt Rating and each Debt Rating is in a different

Level, the Level that is the middle of the three ratings shall apply. If the Borrower does not have any Rating, Pricing Level

6 shall apply.

“Debtor

Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,

assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor

relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,

or both, would be an Event of Default.

“Default

Rate” means, when used with respect to Obligations, an interest rate equal to (i) ESTR plus (ii) the Applicable

Rate, if any, applicable to ESTR Loans plus (iii) 2% per annum; provided, however, that with respect to a

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

applicable to such Loan plus 2% per annum.

“Defaulting

Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its

Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative

Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions

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

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

to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative

Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that

effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states

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

together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied),

(c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing

to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided

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

by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the

subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,

assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets,

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

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

of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental

Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of

courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender

(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)

through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and

such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor

by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to

the Borrower and each Lender promptly following such determination.

“Dollar”

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

“Dollar

Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars,

such amount, and (b) if such amount is expressed in Euros, the equivalent of such amount in Dollars determined by using the rate

of exchange for the purchase of Dollars with Euros last provided (either by publication or otherwise provided to the Administrative

Agent) by the applicable Bloomberg or Reuters source (or such other publicly available source for displaying exchange rates) on

the date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available

or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent

using any method of determination it deems appropriate in its sole discretion). Any determination by the Administrative Agent

pursuant to clause (b) above shall be conclusive absent manifest error.

“EEA

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

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

of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country

which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision

with its parent.

“EEA

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

“EEA

Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority

of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective

Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance

with Section 10.01.

“Electronic

Copy” shall have the meaning specified in Section 10.18.

“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.

“Eligible

Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), and (v)

(subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

“Environmental

Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,

orders, decrees, permits, concessions, grants, franchises, licenses or governmental restrictions relating to pollution and the

protection of the environment or the release of any materials into the environment, including those related to hazardous substances

or wastes, air emissions and discharges to waste or public systems.

“Environmental

Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental

remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental

Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure

to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract,

agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity

Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests

in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital

stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares

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

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

Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,

warrants, options, rights or other interests are outstanding on any date of determination; provided that Equity Interests shall

not include any Convertible Notes.

“ERISA”

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

“ERISA

Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the

meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section

412 of the Code).

“ERISA

Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower, any

Significant Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which

such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations

that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower,

any Significant Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent;

(d) the filing of a notice of intent to terminate a Pension Plan, or the treatment of a Pension Plan amendment as a termination

under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any

event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a

trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan

in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;

(h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section

4007 of ERISA, upon the Borrower, any Significant Subsidiary or any ERISA Affiliate; or (i) a failure by the Borrower, any Significant

Subsidiary or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension

Plan, whether or not waived, or the failure by the Borrower, any Significant Subsidiary or any ERISA Affiliate to make any required

contribution to a Multiemployer Plan.

“ESTR”

means a rate per annum equal to the Euro Short Term Rate as administered by the European Central Bank (or any other person which

takes over the administration of that rate) published by the European Central Bank (or any other person which takes over publication

of that rate).

“ESTR

Loan” means a Loan that bears interest based on ESTR.

“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or

any successor person), as in effect from time to time.

“EURIBOR”

means, for any Interest Period, with respect to any Borrowing denominated in Euros, the rate per annum equal to the Euro Interbank

Offered Rate as published on the applicable Reuters screen page (or such other commercially available source providing such quotations

as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day

of such Interest Period with a term equivalent to such Interest Period; provided, that, if EURIBOR shall be less

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

“EURIBOR

Loan” means a Loan that bears interest at a rate based on the definition of “EURIBOR.”

“Euro”

and “€” mean the single currency of the Participating Member States.

“Event

of Default” has the meaning specified in Section 8.01.

“Excluded

Subsidiary” means any of (a) any captive insurance Subsidiary, (b) any Subsidiary for which the primary purpose is to

finance the purchase of motor vehicles, (c) any Subsidiary of the Subsidiaries described in clauses (a) and (b) of this definition

and (d) each Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries described

in clauses (a), (b) and (c) of this definition.

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted

from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch

profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal

office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision

thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts

payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law

in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment

request by the Borrower under Section 3.06(b)) or (ii) such Lender changes its Lending Office, except in each case to the

extent that, pursuant to Section 3.01(b), amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office,

under FATCA and (e) any Bank Charge.

“Executive

Order” has the meaning specified in Section 5.15.

“FASB

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

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,

any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such

Sections of the Code.

“FCPA”

means the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended.

“Federal

Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based

on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve

Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by

the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so

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

“Fee

Letter” means that certain Fee Letter, dated as of the Effective Date, between the Borrower and the Administrative Agent.

“Financial

Officer” means any of the chief financial officer, principal accounting officer, vice president of finance, vice president

of corporate development, treasurer or corporate controller or most senior financial officer of the Borrower.

“Fitch”

means Fitch Ratings Ltd., and any successor thereto.

“Foreign

Lender” means a Lender that is not a U.S. Person. For purposes of this definition, the United States, each State thereof

and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB”

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

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing

in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding

Date” has the meaning specified in Section 2.01.

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting

Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial

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

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

“German

Takeover Code” means the German Securities Acquisition and Takeover Code (Wertpapiererwerbs- und Übernahmegesetz).

“Governmental

Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the

Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the

European Central Bank).

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect

of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)

in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase

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

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

of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any

other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary

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

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

loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other

obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right,

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

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

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

as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous

Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or

other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,

per- and polyfluoroalkyl substances, radon gas, infectious or medical wastes and all other substances or wastes of any nature

regulated pursuant to any Environmental Law.

“Historic

ESTR” means, for any date of determination, the most recent ESTR for a day which is no more than five (5) Business Days

before such date of determination.

“Indebtedness”

of any specified Person means any obligation for borrowed money.

For

the avoidance of doubt, Indebtedness with respect to any Person only includes indebtedness for the repayment of money provided

to such Person, and does not include any other kind of indebtedness or obligation notwithstanding that such other indebtedness

or obligation may be evidenced by a note, bond, debenture or other similar instrument, may be in the nature of a financing transaction,

or may be an obligation that under GAAP is classified as “debt” or another type of liability, whether required to

be reflected on the balance sheet of such Person or otherwise. For the further avoidance of doubt, the inclusion of specific obligations

under Section 7.01(b) shall not create any implication that any such obligations constitute Indebtedness.

“Indemnified

Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of

any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees”

has the meaning specified in Section 10.04(b).

“Information”

has the meaning specified in Section 10.07.

“Interest

Payment Date” means, (a) as to any ESTR Loan, the last Business Day of each March, June, September and December and

the applicable Maturity Date and (b) as to any EURIBOR Loan, the last Business Day of the Interest Period applicable to such EURIBOR

Loan and the applicable Maturity Date; provided, however, that if any Interest Period for a EURIBOR Loan exceeds

three months, the respective dates that fall every three months after the beginning of such Interest Period shall be Interest

Payment Dates.

“Interest

Period” means as to each EURIBOR Loan, the period commencing on the date such EURIBOR Loan is disbursed or converted

to or continued as a EURIBOR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability),

as selected by the Borrower in its Loan Notice; provided that:

(i) any

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

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

Business Day;

(ii) any

Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

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

end of such Interest Period; and

(iii) no

Interest Period shall extend beyond the applicable Maturity Date.

“IRS”

means the United States Internal Revenue Service.

“Joint

Venture” means, with respect to any Person, any partnership, corporation or other entity in which up to and including

50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its subsidiaries.

“Judgment

Currency” has the meaning specified in Section 10.23.

“Laws”

means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations,

ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof

by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative

orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in

each case whether or not having the force of law.

“Lender”

has the meaning specified in the introductory paragraph hereto.

“Lending

Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative

Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent,

which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless

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

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance

on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential

arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title

retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

means a Tranche A Loan and Tranche B Loan.

“Loan

Documents” means this Agreement, including schedules and exhibits hereto, each Note, each Assignment and Assumption,

the Fee Letter and any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any

other Loan Document.

“Loan

Notice” means a notice of (a) a Borrowing or (b) a continuation of EURIBOR Loans, pursuant to Section 2.02(a),

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

(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),

appropriately completed and signed by a Responsible Officer or a Financial Officer of the Borrower.

“Long

Stop Date” has the meaning given to the term “Long-Stop Date” in the Business Combination Agreement.

“Major

Event of Default” means any Event of Default under (a) Section 8.01(a) (Non-Payment), (b) Section 8.01(f) (Insolvency

Proceedings, Etc.) (but solely with respect to the Borrower), (c) Section 8.01(b) (Specific Covenants), but only to the extent

relating to a breach of clause (a) or (b) of Section 6.10 (The Offer and Related Matters) and (d) Section 8.01(d) (Representations

and Warranties), but only to the extent relating to a breach of any Major Representation.

“Major

Representations” means the representations and warranties of the Borrower contained in Section 5.01 (Organization; Powers),

but solely with respect to the Borrower, Section 5.02 (Authorization; Enforceability) and Section 5.16 (Offer).

“Material

Adverse Effect” means a material adverse effect on (A) the business, property, financial condition or results of operations

of the Borrower and its Subsidiaries, taken as a whole or (B) the rights of or remedies available to the Administrative Agent

or any Lender under this Agreement (other than due to the action or inaction of the Administrative Agent or the Lenders).

“Material

Subsidiary” means any Subsidiary of the Borrower (other than any Excluded Subsidiary) that generates on an individual

basis more than 10% of the consolidated operating income of the Borrower and its Subsidiaries before depreciation and amortization

for the eight most recently ended consecutive fiscal quarters. For the avoidance of doubt, any Subsidiary that has generated operating

loss before depreciation and amortization for the eight most recently ended consecutive fiscal quarters shall not be deemed a

Material Subsidiary.

“Maturity

Date” means either the Tranche A Maturity Date or the Tranche B Maturity Date, as the case may be; provided,

however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum

Rate” has the meaning specified in Section 10.09.

“Measurement

Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower for which

financial statements have been or are required to have been filed with the SEC.

“Moody’s”

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

“Morgan

Stanley” means Morgan Stanley Senior Funding, Inc. and its successors.

“MS

Group” has the meaning specified in Section 9.03(e).

“Multiemployer

Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower,

any Significant Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan

years, has made or been obligated to make contributions.

“Multiple

Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower, any Significant Subsidiary

or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of

ERISA.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all

Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required

Lenders.

“Non-Defaulting

Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note”

means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form

of Exhibit C.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document

or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent,

due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by

or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor

in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing,

the Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts

payable by the Borrower under any Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect

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

advance on behalf of the Borrower.

“OFAC”

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

“Offer”

means the voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) made or to be made by

Bidco to the shareholders of the Target pursuant to the German Takeover Code for the acquisition of all the shares in the Target

on the terms and conditions of the Business Combination Agreement.

“Offer

Document” means the offer document (Angebotsunterlage) relating to the Offer and published or to be published

by Bidco pursuant to Section 14(3) of the German Takeover Code (as amended or supplemented from time to time in compliance with

the terms of the Business Combination Agreement).

“Organization

Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the

bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any

limited liability company, the certificate or articles of formation or organization and operating or limited liability agreement

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

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

or organization (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) and any agreement,

instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental

Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or

organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction).

“Other

Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection

between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,

delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest

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

or Loan Document).

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that

arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt

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

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

“Overnight

Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds

Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation, and (b) with respect to any amount denominated in Euros, an overnight rate determined by the Administrative Agent

in accordance with banking industry rules on interbank compensation.

“Participant”

has the meaning specified in Section 10.06(d).

“Participant

“Participating

Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency

in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PATRIOT

Act” has the meaning specified in Section 10.19.

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension

Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans

set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension

Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained

or is contributed to by the Borrower, any Significant Subsidiary and any ERISA Affiliate or with respect to which the Borrower,

any Significant Subsidiary or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to

the minimum funding standards under Section 412 of the Code.

“Permitted

Liens” means:

(1) Liens

on any assets, created solely to secure obligations incurred to finance the refurbishment, improvement or construction (which

term includes, for avoidance of doubt, development, creation and production) of such asset, which obligations are incurred no

later than 12 months after completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings,

replacements or refundings of such obligations;

(2) (a)

Liens given to secure the payment of the purchase price or other acquisition, installation or construction (which term includes,

for avoidance of doubt, development, creation and production) costs incurred in connection with the acquisition (including acquisition

through merger or consolidation) of any Principal Property, including Capital Lease transactions in connection with any such acquisition

and including any purchase money Liens, and (b) Liens existing on any Principal Property at the time of acquisition (including

acquisition through merger or consolidation) thereof or at the time of acquisition by the Borrower or any Material Subsidiary

of any Person then owning such property whether or not such existing Liens were given to secure the payment of the purchase price

of the property to which they attach; provided that with respect to clause (a), the Liens shall be given within 12 months

after such acquisition and shall attach solely to the Principal Property acquired or purchased and any improvements then or thereafter

placed thereon and any proceeds thereof, accessions thereto and insurance proceeds thereof;

(3) Liens

in favor of the Borrower or a Subsidiary;

(4) Liens

on any Principal Property in favor of the Governmental Authority or any foreign governmental authorities to secure progress or

other payments or to secure Indebtedness incurred for the purpose of financing the cost of acquiring, constructing or improving

such Principal Property;

(5) Liens

imposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and other similar Liens arising in the

ordinary course of business, Liens in connection with legal proceedings and Liens arising solely by virtue of any statutory, common

law or contractual provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to securities

accounts, deposit accounts or other funds maintained with a creditor depository institution;

(6) Liens

for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties

for non-payment or which are being contested in good faith by appropriate proceedings diligently conducted, if, to the extent

required by GAAP, adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with

GAAP;

(7) Liens

to secure the performance of bids, trade or commercial contracts (including insurance contracts), government contracts, purchase,

construction, sales and servicing contracts (including utility contracts), leases, statutory obligations, surety, stay, customs

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

deposits as security for contested taxes, import or customs duties, liabilities to insurance carriers or for the payment of rent,

and Liens to secure letters of credit, Guarantees, bonds or other sureties given in connection with the foregoing obligations

or in connection with workers’ compensation, unemployment insurance or other types of social security or similar laws and

regulations;

(8)

licenses and sublicenses of intellectual property of the Borrower and its Material Subsidiaries and leases and

subleases of property granted to others in the ordinary course of business not in any way interfering in any material respect

with the business of the Borrower and its Subsidiaries;

(9) Liens

upon specific items of inventory or other goods, documents of title and proceeds of any Person securing such Person’s obligation

in respect of letters of credit or banker’s acceptances issued or created in the ordinary course of business for the account

of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(10) Liens

on stock, partnership or other equity interests in any Joint Venture of the Borrower or any of its Material Subsidiaries or in

any Material Subsidiary that owns an equity interest in a Joint Venture to secure Indebtedness contributed or advanced solely

to that Joint Venture; provided that, in each case, the Indebtedness secured by such Lien is not secured by a Lien on any

other property of the Borrower or any Material Subsidiary;

(11) Liens

and deposits securing netting services, business credit card or purchase card programs, overdraft protection and other treasury,

depository, Swap Contracts and cash management services or incurred in connection with any automated clearing-house transfers

of funds or other fund transfer or payment processing services;

(12) Liens

on, and consisting of, deposits made by the Borrower to discharge or defease this Agreement or any other Indebtedness;

(13) Liens

on insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums;

(14) easements,

rights of way, covenants, restrictions, minor encroachments, protrusions, municipal and zoning and building ordinances and similar

charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business,

and other similar charges and encumbrances and Liens in favor of governmental authorities and public utilities, that do not materially

interfere with the ordinary course of business of the Borrower and its Subsidiaries, taken as a whole;

(15) Liens

in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with

the importation of goods and Liens deemed to exist in connection with investments in repurchase agreements;

(16)

Liens in respect of judgments that do not constitute an Event of Default under Section 8.01(h) and Liens securing appeal or surety

bonds related to such judgments;

(17)

Liens on the Equity Interests of Excluded Subsidiaries;

(18)

the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or

any Material Subsidiary in the ordinary course of its business;

(19)

Uniform Commercial Code financing statements filed (or similar filings under applicable law) solely as a precautionary measure

in connection with operating leases;

(20)

in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions

contained in agreements relating to such sale or transfer pending the completion thereof;

(21)

Liens on earnest money deposits of cash or cash equivalents made in connection with any acquisition;

(22)

Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder

with the Borrower or any of its Material Subsidiaries in the ordinary course of business;

(23)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property

relating to such letters of credit and products and proceeds thereof;

(24)

Liens on blocked, segregated, pledged or escrow accounts, and the cash, cash equivalents or other property held therein, pending

the applications of such property to a use not prohibited by the terms of this agreement, including, without limitation, amounts

held in the Blocked Account (as defined in the Cash Confirmation Agreement) pending consummation of the Acquisition and payment

of the Acquisition Consideration;

(25)

Liens on margin stock (within the meaning of Regulation U issued by the FRB); and

(26) any

extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole

or in part, of any Lien referred to in clauses (1) through (25) above, inclusive.

For

the avoidance of doubt, the inclusion of specific Liens in this definition of “Permitted Liens” shall not create any

implication that the obligations secured by such Liens constitute Indebtedness.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees

of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute

on behalf of any of its employees.

“Platform”

means an Internet or intranet website, or any other information delivery system, used by the Administrative Agent for the posting

and distribution of Borrower Materials to the Lenders.

“Principal

Property” means, with respect to any Person, all of such Person’s interests in any kind of property or asset (including

the capital stock in and other securities of any other Person), except such as the board of directors by resolution determines

in good faith (taking into account, among other things, the materiality of such property to the business, financial condition

and earnings of the Borrower and its Consolidated Subsidiaries taken as a whole) not to be material to the business of the Borrower

and its Consolidated Subsidiaries, taken as a whole.

“PTE”

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

time to time.

“Purchase

Money Indebtedness” means Indebtedness incurred to finance the acquisition, construction or improvement of any fixed

or capital asset to the extent incurred prior to or within 12 months following such acquisition, construction or improvement.

“Rate

Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day

as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative

Agent; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent,

then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Recipient”

means the Administrative Agent or any Lender, as applicable, that is the recipient of any payment to be made by or on account

of any obligation of the Borrower hereunder.

“Register”

has the meaning specified in Section 10.06(c).

“Regulation

U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder

or thereof.

“Related

Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,

agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of

such Person’s Affiliates.

“Removal

Effective Date” has the meaning specified in Section 9.06(b).

“Reportable

Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice

period has been waived.

“Request

for Borrowing” means, with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice.

“Required

Lenders” means, at any time, Lenders having Commitments and Loans representing more than 50% of the Aggregate Commitments

and Loans of all Lenders at such time. The Commitment and Loans of any Defaulting Lender shall be disregarded in determining Required

Lenders at any time.

“Rescindable

Amount” has the meaning as specified in Section 2.12(b)(i).

“Resignation

Effective Date” has the meaning specified in Section 9.06(a).

“Resolution

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

“Responsible

Officer” means any of the President, Chief Executive Officer, Senior Vice President and the most senior Financial Officer

from time to time of the Borrower, or any person designated by the Borrower in writing to the Administrative Agent from time to

time, acting singly.

“Restricted

Lender” has the meaning specified in Section 1.06(b).

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Same

Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with

respect to disbursements and payments in Euros, same day or other funds as may be determined by the Administrative Agent to be

customary in the place of disbursement or payment for the settlement of international banking transactions in Euros.

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations

Security Council, the European Union, the United Kingdom, the Hong Kong Monetary Authority or other relevant sanctions authority.

“Sanctioned

Country” means, at any time, (a) a country, region or territory which is the subject or target of comprehensive Sanctions

(including, as of the Effective Date, Cuba, Iran, North Korea, the Crimea Region of Ukraine, the non-government controlled areas

of the Kherson and Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s

Republic), (b) an agency of the government of a country, region or territory described in clause (a), or (c) an organization directly

or indirectly controlled by a country, region or territory described in clause (a) or its government.

“Sanctioned

Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by

the Office of Foreign Assets Control of the U.S. Department of the Treasury, by the U.S. Department of State or by the United

Nations Security Council, the European Union, any European Union member state, the United Kingdom, the Hong Kong Monetary Authority

or other relevant sanctions authority, (b) any Person located, organized or resident in a country, region or territory which is

the subject or target of comprehensive Sanctions, (c) any Person owned 50% or more or controlled by any such Person or Persons

described in the foregoing clauses (a) and (b), or (d) any Person otherwise the subject or target of any Sanctions.

“Sanctions

Provisions” has the meaning specified in Section 1.06(a).

“Scheduled

Unavailability Date” has the meaning specified in Section 3.03(c)(ii).

“SEC”

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

“Significant

Subsidiary” means any Subsidiary that is a “significant subsidiary” of the Borrower as defined under clauses

(1) or (2) of Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended; provided that no Excluded

Subsidiary shall be deemed a Significant Subsidiary.

“Solvent”

means, with respect to the Borrower and its Significant Subsidiaries on a particular date, that on such date (a) the fair value

of the present assets of the Borrower and its Significant Subsidiaries, taken as a whole, is greater than the total amount of

liabilities, including, without limitation, contingent liabilities, of the Borrower and its Significant Subsidiaries, taken as

a whole, (b) the present fair saleable value of the assets of the Borrower and its Significant Subsidiaries, taken as a whole,

is not less than the amount that will be required to pay the probable liability of the Borrower and its Significant Subsidiaries,

taken as a whole, on their debts as they become absolute and matured, (c) the Borrower and its Significant Subsidiaries, taken

as a whole, do not intend to, and do not believe that they will, incur debts or liabilities (including current obligations and

contingent liabilities) beyond their ability to pay such debts and liabilities as they mature in the ordinary course of business

and (d) the Borrower and its Significant Subsidiaries, taken as a whole, are not engaged in business or a transaction, and are

not about to engage in business or a transaction, in relation to which their property would constitute an unreasonably small capital.

The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances

existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subsequent

Acceptance Period” means the subsequent acceptance period (weitere Annahmefrist) for the Offer pursuant to Section

16(2) of the German Takeover Code.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority

of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body

(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially

owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,

by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”

shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Successor

Rate” has the meaning specified in Section 3.03(c).

“Swap

Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,

commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or

bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward

foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency

rate swap transactions, currency options, spot contracts, option or similar agreement involving, or settled by reference to, one

or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or

measures of economic, financial or pricing risk or value or any other similar transactions or any combination of any of the foregoing

(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any

master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms

and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,

Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together

with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any

Master Agreement. Notwithstanding the foregoing, Swap Contract shall not include any equity swaps, options or forwards to which

the Borrower or any Subsidiary is party that are classified and accounted for in the Borrower’s stockholders’ equity

under GAAP.

“T2”

means the real time gross settlement system operated by the Eurosystem, or any successor system.

“Target”

means Delivery Hero SE, a European Company (Societas Europaea) incorporated under the laws of Germany.

“TARGET

Day” means any day on which T2 is open for the settlement of payments in Euro.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,

fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable

thereto.

“Threshold

Amount” means $500,000,000.

“Tranche”

means (a) when used with reference to Loans, refers to whether such Loans are Tranche A Loans or Tranche B Loans, (b) when used

with reference to Commitments, refers to whether such Commitments are Tranche A Commitments or Tranche B Commitments and (c) when

used with reference to Lenders, refers to whether such Lenders are Tranche A Lenders or Tranche B Lenders.

“Tranche

A Commitment” means, as to any Tranche A Lender, its obligation to make Tranche A Loans to the Borrower pursuant to

Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Tranche A Lender’s name on

Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche A Lender becomes a party hereto, as applicable,

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

“Tranche

A Lender” means, as of any date of determination, each Lender having a Tranche A Commitment or that holds Tranche A

Loans.

“Tranche

A Loan” has the meaning specified in Section 2.01(a).

“Tranche

A Maturity Date” means the date that is eighteen (18) months after the Closing Date.

“Tranche

B Commitment” means, as to any Tranche B Lender, its obligation to make Tranche B Loans to the Borrower pursuant to

Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Tranche B Lender’s name on

Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche B Lender becomes a party hereto, as applicable,

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

“Tranche

B Lender” means, as of any date of determination, each Lender having a Tranche B Commitment or that holds Tranche B

Loans.

“Tranche

B Loan” has the meaning specified in Section 2.01(b).

“Tranche

B Maturity Date” means the date that is three (3) years after the Closing Date.

“Transactions”

means (i) the execution, delivery and performance by the Borrower of each Loan Document to which it is a party, (ii) the borrowing

of Loans hereunder, (iii) the consummation of the Acquisition and payment of the Acquisition Consideration, (iv) the repayment

of certain Indebtedness in connection with the Acquisition and (v) the payment of fees and expenses in connection with the foregoing.

“Type”

means, with respect to a Loan, its character as an ESTR Loan or a EURIBOR Loan.

“UK

Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time

to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook

(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions

and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK

Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for

the resolution of any UK Financial Institution.

“Unfunded

Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,

over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the

Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United

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

“U.S.

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

“U.S.

Tax Compliance Certificate” has the meaning specified in Section 3.01(g)(ii)(B)(III).

“Voting

Stock” of a Person means all classes of capital stock or other interests (including partnership interests) of such Person

then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors,

managers or trustees thereof.

“Write-Down

and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers

of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which

write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of

a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or

part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract

or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability

or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02 Other

Interpretive Provisions. With reference to this Agreement and each other Loan Document,

unless otherwise specified herein or in such other Loan Document:

(a) The

definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may

require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”

“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

The word “will” shall be construed to have the same meaning and effect as the word “shall.”

Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including

any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time

amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set

forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s

successors and assigns, (iii) the words “hereto,” “herein,” “hereof”

and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to

such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,

Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan

Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating,

amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified,

refer to such law, rule or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset”

and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible

and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In

the computation of periods of time from a specified date to a later specified date, the word “from” means “from

and including;” the words “to” and “until” each mean “to but excluding;”

and the word “through” means “to and including.”

headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation

of this Agreement or any other Loan Document.

(d) Any

reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or similar term, shall be deemed

to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company

(or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment,

sale, disposition or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company

shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture

or any other like term shall also constitute such a Person or entity).

1.03 Accounting

Terms.

(a) Generally.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data

(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared

in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that

used in preparing the audited financial statements, except as otherwise specifically prescribed herein. Notwithstanding

the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant)

contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal

amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Changes

in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth

in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders

and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light

of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio

or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Borrower shall

provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or

as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before

and after giving effect to such change in GAAP.

1.04 Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the

appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio

is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times

of Day. Unless otherwise specified, all references herein to times of day shall be references

to Eastern time (daylight or standard, as applicable).

1.06 Sanctions

Provisions.

(a)

The representations and undertakings contained in Sections 5.15, 6.08 and 7.04 (together, the “Sanctions

Provisions”) shall not be made or complied with by the Borrower if and solely to the extent such representations or

undertakings would result in a violation of or conflict with the Council Regulation (EC) No 2271/96 of 22 November 1996 protecting

against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon

or resulting therefrom, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar

provision enacted under or pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz) and/or any other applicable

national or EU law anti-boycott laws or regulations (together, the “Anti-Boycott Regulations”).

(b)

To the extent any Lender notifies the Administrative Agent that it must comply with Anti-Boycott Regulations (each a “Restricted

Lender”), the Sanctions Provisions shall only apply for the benefit of that Restricted Lender to the extent that it

would not result in any violation of, conflict with or give rise to liability under any Anti-Boycott Regulations.

(c)

In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision of which

a Restricted Lender does not have the benefit pursuant to paragraph (b) above, the Loans of that Restricted Lender will be excluded

for the purpose of determining whether the consent of the Required Lenders (or any other applicable consent threshold) has been

obtained or whether the determination or direction by the Required Lenders (or any other applicable consent threshold required

to make the relevant determination or direction) has been made.

1.07 Interest

Rates; Licensing.

(a)

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability

with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect

to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment)

that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or

any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative

Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate

referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or

any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to

the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain

any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor

Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability

to the Borrower, any Lender or any other person 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 other action or omission related to or affecting the selection, determination, or calculation of any

rate (or component thereof) provided by any such information source or service.

(b)

By agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary

for use of the reference rates referred to herein and it will do all things necessary to comply, preserve, renew and keep in full

force and effect such licenses, permits and approvals.

Article

II.

the COMMITMENTS and Borrowings

2.01 Loans.

Subject only to (x) in the case of the Borrowing on the Closing Date, the conditions set forth in Section 4.02, or (y)

in the case of the subsequent Funding Date, the conditions set forth in Section 4.03, (a) each Tranche A Lender severally

agrees to make up to two loans (each such loan, a “Tranche A Loan”) and (b) each Tranche B Lender severally

agrees to make up to two loans (each such loan, a “Tranche B Loan”), in each case, to the Borrower in Euros

as follows (i) one Borrowing on the Closing Date and (ii) an additional Borrowing on any Business Day (it being understood that

the Borrowing of Tranche A Loan and Tranche B Loan pursuant to this clause (ii) shall take place on the same Business Day) during

the Availability Period (the date of each such Borrowing (including, for the avoidance of doubt, the Closing Date), a “Funding

Date”), in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s then remaining

Tranche A Commitment and Tranche B Commitment. The Commitments are not revolving in nature, and amounts borrowed under this Section

2.01 and repaid under Section 2.07 or prepaid under Section 2.05 may not be reborrowed. Loans may be EURIBOR

Loans or (subject to Section 3.02 and/or 3.03) ESTR Loans, as further provided herein.

2.02 Borrowings,

Conversions and Continuations of Loans.

(a) Each

Borrowing and each continuation of a EURIBOR Loan shall be made upon the Borrower’s irrevocable notice to the Administrative

Agent, which may be given by a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than

11:00 a.m. three Business Days prior to the requested date of any Borrowing or any continuation. Each Borrowing of or continuation

of EURIBOR Loans shall be in a principal amount of €5,000,000 or a whole multiple of €1,000,000 in excess thereof. Each

Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of EURIBOR Loans, (ii) the requested

date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans

to be borrowed or continued, and (iv) the duration of the Interest Period with respect thereto. If the Borrower fails to give

a timely notice requesting a continuation of EURIBOR Loans, then the applicable Loans shall be continued as EURIBOR Loans in their

original currency with the same Interest Period. If the Borrower requests a Borrowing of or continuation of EURIBOR Loans in any

such Loan Notice, but fails to specify an Interest Period, it will be deemed, in each case, to have specified an Interest Period

of one month.

(b) Following

receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage

of the applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall

notify each Lender of the details of any automatic continuation of EURIBOR Loans described in the preceding subsection. In the

case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at

the Administrative Agent’s Office not later than 11:00 a.m., Central European Time on the Business Day specified in the

applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 or Section 4.03,

as applicable, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by

the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable

to) the Administrative Agent by the Borrower.

(c) Except as otherwise provided herein, a EURIBOR Loan may be continued only on the last day of an Interest Period for such

EURIBOR Loan.

(d) After

giving effect to all Borrowings and all continuations of Loans as the same Type and Tranche, there shall not be more than ten

Interest Periods in effect with respect to Loans.

(e) Notwithstanding

anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans of any

Tranche in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this

Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(f) With

respect to EURIBOR, 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; provided that,

with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming

Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03 [Reserved].

2.04 [Reserved].

2.05 Prepayments.

The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans of any Tranche

in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to

the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to any

date of prepayment of any EURIBOR Loans; and (ii) any prepayment of EURIBOR Loans shall be in a principal amount of €5,000,000

or a whole multiple of €1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided

further that a notice of voluntary prepayment may state that such notice is conditional upon the consummation of an acquisition

or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other

Indebtedness, in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative

Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Each such notice shall specify the

date, amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid, and if EURIBOR Loans are to be prepaid,

the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice,

and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the

Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified

therein. Any prepayment of any EURIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with

any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall

be applied to the Loans in the applicable Tranche of the Lenders in accordance with their respective Applicable Percentages.

2.06 Termination

or Reduction of Commitments.

(a) Voluntary.

The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments of any Tranche, or from time to

time permanently reduce the Aggregate Commitments of any Tranche; provided that (i) any such notice shall be received by

the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, and (ii)

any such partial reduction shall be in an aggregate amount of €10,000,000 or any whole multiple of €1,000,000 in excess

thereof (or, if less, the remaining amount of Commitments); provided that a notice of termination or reduction of the Aggregate

Commitments delivered by the Borrower may state that such notice is conditional upon the consummation of an acquisition or sale

transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness,

in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective

date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination

or reduction of the Aggregate Commitments. With respect to each Tranche, any reduction of the Commitments thereunder shall be

applied to the Commitment of each Lender under such Tranche according to its Applicable Percentage. All fees accrued until the

effective date of any termination of the Aggregate Commitments of the applicable Tranche shall be paid on the effective date of

such termination.

(b) Mandatory.

(i) Each

Lender’s Commitment of each Tranche shall automatically be reduced by the amount of each Loan made by such Lender, such

reduction to be effective immediately following the making of such Loan by such Lender.

(ii) The

Commitments of each Tranche shall automatically terminate in full on the Availability End Date unless funded on or prior to the

Availability End Date. Additionally, any remaining Aggregate Commitments outstanding on the second Funding Date will terminate

in full on the second Funding Date after the funding of any Loans on such second Funding Date.

2.07 Repayment

of Loans. (a) The Borrower shall repay to the Lenders on the Tranche A Maturity Date

the aggregate principal amount of Tranche A Loans made to the Borrower outstanding on such date and (b) the Borrower shall repay

to the Lenders on the Tranche B Maturity Date the aggregate principal amount of Tranche B Loans made to the Borrower outstanding

on such date.

2.08 Interest.

(a) Subject

to the provisions of subsection (b) below, (i) each EURIBOR Loan shall bear interest on the outstanding principal amount

thereof from the applicable borrowing date at a rate per annum equal to EURIBOR for such Interest Period plus the Applicable

Rate; and (ii) each ESTR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date

at a rate per annum equal to (x) ESTR on such date plus the Applicable Rate or (y) if ESTR is not available on such date,

Historic ESTR plus the Applicable Rate.

(b) If

any amount of principal of any Loan of any Tranche is not paid when due (without regard to any applicable grace periods), whether

at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per

annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i) If

any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due, whether at

stated maturity, by acceleration or otherwise and, in each case, such non-payment constitutes an Event of Default under Section

8.01(a), then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate

per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Accrued

and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

on each Loan of each Tranche shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such

other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before

and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

(a) Commitment

Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,

a commitment fee in Euros equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments, subject

to adjustment as provided in Section 2.17. The commitment fee shall accrue commencing on November 13, 2026 until the termination

of the Aggregate Commitments in full (such date, the “Commitment Termination Date”), and shall be due and payable

in arrears on the Commitment Termination Date. If there is any change in the Applicable Rate, the actual daily amount shall be

computed and multiplied by the Applicable Rate separately for each period that such Applicable Rate was in effect.

(b) Other

Fees. The Borrower shall pay to the Lenders and the Administrative Agent for their own respective accounts, fees in the amounts

and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason

whatsoever.

2.10 Computation

of Interest and Fees. All computations of fees and interest, including those with respect

to EURIBOR Loans and ESTR Loans, shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees

or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for

the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such

portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section

2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall

be conclusive and binding for all purposes, absent manifest error.

2.11 Evidence of Debt.

(a) The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the

ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 10.06(c).

The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Borrowings made

by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall

not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.

In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control

in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower

shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans

to the Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the

date, Type and Tranche (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General.

All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,

defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest

on Loans denominated in Euros, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account

of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day

Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the

Borrower hereunder with respect to principal and interest on Loans denominated in Euros shall be made to the Administrative Agent,

for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office

in such Euros and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified

herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in Euros, the Borrower

shall make such payment in Dollars in the Dollar Equivalent of the Euro payment amount. The Administrative Agent will promptly

distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds

as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after (i)

2:00 p.m., in the case of payments in Dollars, or (ii) the Applicable Time specified by the Administrative Agent, in the case

of payments in Euros, shall, in each case, be deemed received on the next succeeding Business Day and any applicable interest

or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day,

payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest

or fees, as the case may be.

(b) Funding

by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender

prior to the proposed date of any Borrowing of EURIBOR Loans that such Lender will not make available to the Administrative Agent

such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available

on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower

a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the

Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith

on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount

is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment

to be made by such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance

with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged

by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, an

interest rate determined in accordance with market practice. If the Borrower and such Lender shall pay such interest to the Administrative

Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such

interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative

Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower

shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to

the Administrative Agent.

(i) Payments

by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower

prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower

will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance

herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.

With

respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative

Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment

referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative

Agent has made a payment in excess of the amount so paid by the 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 severally agrees to repay to the Administrative

Agent forthwith on demand the Rescindable Amount so distributed to such Lender in Same Day Funds with interest thereon, for each

day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,

at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry

rules on interbank compensation.

notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall

be conclusive, absent manifest error.

Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made

available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article

IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like

funds as received from such Lender) to such Lender, without interest.

(d) Obligations

of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c)

are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment

under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation

to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its

payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular

place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in

any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative

Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward

payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of

interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the

parties entitled thereto in accordance with the amounts of principal then due to such parties.

2.13 Sharing

of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim

or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s

receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata

share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent

of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments

as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the

aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided

that:

(i) if

any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations

shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by or on behalf of the

Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from

the existence of a Defaulting Lender), (y) [reserved], or (z) any payment obtained by a Lender as consideration for the assignment

of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to the Borrower or

any Subsidiary thereof (as to which the provisions of this Section 2.13 shall apply).

The

Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring

a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with

respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.14

[Reserved].

2.15

[Reserved].

2.16

[Reserved].

2.17 Defaulting

Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting

Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers

and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect

to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative

Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII

or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied

at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts

owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as

no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund

its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by

the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting

Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment

of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against

such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth,

so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment

of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court

of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect

of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions

set forth in Section 4.02 or Section 4.03, as applicable, were satisfied or waived, such payment shall be applied

solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis, until paid in full, prior to being applied to the payment

of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that

are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.17(a)(ii) shall be deemed paid

to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) or

(c) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such

fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b) Defaulting

Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,

the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject

to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans

of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to

be held pro rata by the Lenders in accordance with their Applicable Percentage, whereupon such Lender will cease to be a Defaulting

Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on

behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent

otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver

or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Article

III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Defined Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document

shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as

determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from

any such payment by the applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction

or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance

with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary

so that after making such deduction or withholding for Indemnified Taxes (including such deductions and withholdings for Indemnified

Taxes applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal

to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable

Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification

by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount

of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section

3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or

asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the

Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf

of a Lender, shall be conclusive absent manifest error.

(e) Indemnification

by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor,

for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified

the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any

Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the

maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable

or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with

respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive

absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any

time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other

source against any amount due to the Administrative Agent under this clause (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental

Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified

copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report

such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status

of Lenders; Tax Documentation.

(i) Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document

shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as

will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably

requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or

reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine

whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to

the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation

set forth in Section 3.01(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense

or would materially prejudice the legal or commercial position of such Lender.

(ii) Without

limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any

Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such

Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or

the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding

tax;

(B) any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in

such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),

whichever of the following is applicable:

(I) in

the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty

and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other

income” article of such tax treaty;

(II) executed

copies of IRS Form W-8ECI;

(III) in

the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)

a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning

of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the

Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable);

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form

W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit

I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided

that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming

the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form

of Exhibit I-4 on behalf of each such direct and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in

such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),

executed copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S.

federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws

to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if

a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender

were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)

of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed

by Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed

by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably

requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply

with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA

or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”

shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each

Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes

obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative

Agent in writing of its legal inability to do so.

(h)

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have

any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund

of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion

exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with

respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an

amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under

this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)

incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect

to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to

the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in

the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary

in this clause (h), in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this clause

(h) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been

in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and

the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (h) shall not be

construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems

confidential) to the Borrower or any other Person.

(i) Survival.

Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction

or discharge of all other Obligations.

(j) To

the extent legally permissible, the Administrative Agent, in the event that the Administrative Agent is a U.S. Person, shall deliver

an IRS Form W-9 to the Borrower and if the Administrative Agent is not a U.S. Person, the applicable IRS Form W-8 certifying its

exemption from U.S. withholding Taxes with respect to amounts payable hereunder, on or prior to the date the Administrative Agent

becomes a party to this Agreement.

3.02 Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental

Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose

interest is determined by reference to EURIBOR, or to determine or charge interest rates based upon EURIBOR or to purchase or

sell, or to take deposits of, Euros in the applicable interbank market, then, upon notice thereof by such Lender to the Borrower

(through the Administrative Agent), any obligation of such Lender to make or maintain EURIBOR Loans shall be suspended, in each

case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination

no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative

Agent), prepay all EURIBOR Loans or (ii) convert all EURIBOR Loans to ESTR Loans immediately or on the last day of the Interest

Period therefor if such Lender may lawfully continue to maintain such EURIBOR Loans to such day. Upon any such prepayment or conversion,

the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required

pursuant to Section 3.05.

3.03 Inability to Determine Rates.

(a) If

in connection with any request for a EURIBOR Loan or a continuation of any of such Loans, as applicable, (i) the Administrative

Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for EURIBOR has

been determined in accordance with Section 3.03(c) and the circumstances under clause (i) of Section 3.03(c)

or the Scheduled Unavailability Date has occurred with respect to EURIBOR (as applicable), or (B) adequate and reasonable means

do not otherwise exist for determining EURIBOR for any determination date(s) or requested Interest Period, as applicable, with

respect to a proposed EURIBOR Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason

that EURIBOR with respect to a proposed Loan for any requested Interest Period or determination date(s) does not adequately and

fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and

each Lender.

Thereafter, the

obligation of the Lenders to make or maintain Loans in Euros shall be suspended in each case to the extent of the affected EURIBOR

Loans or Interest Period or determination date(s), as applicable, until the Administrative Agent (or, in the case of a determination

by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction

of the Required Lenders) revokes such notice.

Upon

receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of or continuation of EURIBOR Loans to

the extent of the affected EURIBOR Loans or Interest Period or determination date(s), as applicable or, failing that, will be

deemed to have converted such request into a request for a Borrowing of ESTR Loans and (ii) any outstanding affected EURIBOR Loans,

at the Borrower’s election, shall either (1) be converted into a Borrowing of ESTR Loans in the amount of such outstanding

EURIBOR Loan at the end of the applicable Interest Period or (2) be prepaid in full at the end of the applicable Interest Period;

provided that if no election is made by the Borrower by the last day of the current Interest Period for the applicable

EURIBOR Loan, the Borrower shall be deemed to have elected clause (1) above.

(b) [Reserved].

of EURIBOR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the

Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders

notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required

Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining EURIBOR because none of the tenors of such EURIBOR under this

Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or

(ii) the

Applicable Authority has made a public statement identifying a specific date after which all tenors of EURIBOR under this Agreement

shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated

loans denominated in Euros, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there

is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative

tenor(s) of EURIBOR (the latest date on which all tenors of EURIBOR under this Agreement are no longer representative or available

permanently or indefinitely, the “Scheduled Unavailability Date”);

or if

the events or circumstances of the type described in Section 3.03(c)(i) or (ii) have occurred with respect to the

Successor Rate then in effect, then, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose

of replacing EURIBOR or any then current Successor Rate in accordance with this Section 3.03 with an alternative benchmark

rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented

in the U.S. and denominated in Euros for such alternative benchmarks, and, in each case, including any mathematical or other adjustments

to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated

and agented in the U.S. and denominated in Euros for such benchmarks (and any such proposed rate, including for the avoidance

of doubt, any adjustment thereto, a “Successor Rate”), and any such amendment shall become effective at 5:00

p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the

Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written

notice that such Required Lenders object to such amendment.

(d) Successor Rate. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender

of the implementation of any Successor Rate.

Any

Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice

is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably

determined by the Administrative Agent.

Notwithstanding

anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate

will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

connection with the implementation of a Successor Rate 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; provided

that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such

Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

3.04 Increased

Costs.

(a)

Increased Costs Generally. If any Change in Law shall:

(i) impose,

modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets

of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject

any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition

of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits,

reserves, other liabilities or capital attributable thereto; or

(iii) impose

on any Lender or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement,

or EURIBOR Loans made by such Lender;

and the

result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining

any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by

such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will

pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction

suffered.

(b)

Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office

of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the

effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company,

if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that

which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration

such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from

time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s

holding company for any such reduction suffered.

(c)

Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate

such Lender or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section 3.04

and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown

as due on any such certificate within 10 days after receipt thereof.

(d)

Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions

of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided

that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04

for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies

the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim

compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then

the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation

for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from

time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense

incurred by it as a result of:

(a) any

continuation, conversion, payment or prepayment of any Loan other than an ESTR Loan on a day other than the last day of any Interest

Period, relevant interest payment date or payment period, as applicable, for such Loan, if applicable (whether voluntary, mandatory,

automatic, by reason of acceleration, or otherwise);

(b) any

failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert

any Loan other than an ESTR Loan on the date or in the amount notified by the Borrower;

assignment of a EURIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the

Borrower pursuant to Section 10.13; or

(d) any

failure by the Borrower to make any payment of any Loan (or interest due thereon) denominated in Euros on its scheduled due date

or any payment thereof in a different currency;

including

any loss of anticipated profits, any foreign exchange loss and any loss or expense arising from the liquidation or reemployment

of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained

or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged

by such Lender in connection with the foregoing.

For purposes

of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have

funded each EURIBOR Loan made by it at EURIBOR for such Loan by a matching deposit or other borrowing in the offshore interbank

eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such EURIBOR Loan was

in fact so funded.

3.06 Mitigation

Obligations; Replacement of Lenders.

(a) Designation

of a Different Lending Office. Each Lender may make any Borrowing to the Borrower through any Lending Office, provided

that the exercise of this option shall not affect the obligation of the Borrower to repay the Borrowing in accordance with

the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay

any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant

to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such

Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign

its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such

designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the

case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each

case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation

or assignment.

(b) Replacement

of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified

Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section

3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.

3.07 Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments,

repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

Article

IV.

CONDITIONS PRECEDENT TO EFFECTIVENESS AND Borrowings

4.01 Conditions

of Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the

following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies unless otherwise

specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of

certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to

the Administrative Agent and each of the Lenders:

(i) executed

counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii) a

Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers

of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer

thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the

Borrower is a party;

(iv) such

documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized

or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Delaware and California;

(v) a favorable opinion of Cooley LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form

and substance reasonably satisfactory to the Administrative Agent;

(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals

required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the

Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating

that no such consents, licenses or approvals are so required; and

(vii) a

certificate signed by a Responsible Officer of the Borrower certifying (A) the representations and warranties of the Borrower

contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or

in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any representation

or warranty that is qualified by materiality, in all respects) on and as of the Effective Date, except to the extent that such

representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material

respects (or, in the case of any representation or warranty that is qualified by materiality, in all respects) as of such earlier

date, (B) no Default shall exist, (C) that there has been no event or circumstance since December 31, 2025 that has had or could

be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (D) the Debt Ratings as

of the Effective Date as reported by each of Moody’s, S&P and Fitch.

(b) (i)

Upon the reasonable request of any Lender made at least ten (10) days prior to the Effective Date, the Borrower 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 PATRIOT Act, in each case at least five (5) days prior to the Effective Date and (ii) at

least five (5) days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the

Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership

Certification.

(c) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to

the Fee Letter) by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the

Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented

to the Borrower at least three (3) Business Days prior to the Effective Date.

(d) To the extent filed with BaFin on or prior to the Effective Date, the terms of the Offer Document shall be consistent with

the description of the Offer in the Business Combination Agreement (except to the extent any inconsistencies therewith are not

materially adverse to the interests of the Arrangers or the Lenders), unless the Arrangers shall have consented to such inconsistency

(such consent not to be unreasonably withheld or delayed).

(e) Unless

waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative

Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) Business Days

prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its

reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided

that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative

Agent).

(f) The

Borrower shall have delivered to the administrative agent under the Bridge Credit Agreement a notice that this Agreement is a

Qualifying Bank Facility (as defined therein).

Without

limiting the generality of the provisions of the last paragraph of Section 9.03, 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.

4.02 Conditions

to Initial Borrowing on the Closing Date. The obligation of each Lender to honor any

Request for Borrowing on the Closing Date is subject only to the satisfaction of the following conditions precedent on or before

the Availability End Date:

(a) The

Major Representations shall be true and correct as of the Closing Date and no Major Event of Default shall be continuing or shall

occur as a result of the Transactions on the Closing Date.

(b) The

Subsequent Acceptance Period shall have expired.

(d) No amendment, modification, or waiver of any term of the Business Combination Agreement or any condition to the Borrower’s

obligation to consummate the Acquisition thereunder or consent granted thereunder shall have been made or granted by the Borrower

without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Arrangers

(other than any such amendment, modification or waiver or consent that is not materially adverse to the interest of the Arrangers

or the Lenders, taken as a whole; it being understood that (i) any increase in the Offer Price (as defined in the Business Combination

Agreement on July 16, 2026) (other than an increase composed entirely of Equity Interests of the Borrower delivered as consideration

to the shareholders of the Target) or (ii) any reduction in the minimum acceptance threshold below a number of Delivery Hero Shares

(as defined in the Business Combination Agreement on July 16, 2026) that, together with any Delivery Hero Shares held by, or attributed

to, Bidco or persons acting jointly with Bidco, equals at least 50% plus one (1) of the Delivery Hero Shares issued and outstanding

as of the expiration of the Acceptance Period (as defined in the Business Combination Agreement on July 16, 2026), in each case,

will require the consent of the Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed; provided

that no such consent shall be required for any amendment to the Business Combination Agreement that is requested by BaFin).

(e) The

terms of the Offer Documents shall be consistent in all material respects with the description of the Offer in the Business Combination

Agreement (except to the extent any inconsistencies therewith are (i) not materially adverse to the interests of the Arrangers

or the Lenders, taken as a whole, or (ii) are required or requested by BaFin or any other competent regulatory authority having

jurisdiction over the Acquisition pursuant to applicable law), unless the Arrangers shall have consented to such inconsistency

(such consent not to be unreasonably withheld, conditioned or delayed). In the event of an inconsistency pursuant to clause (ii)

above, the Borrower shall promptly provide (A) a copy of the relevant regulatory request or order giving rise to such inconsistency

and (B) a written summary of the rationale underlying such request or order, in each case to the extent permitted by applicable

law and regulation.

(f) The

Administrative Agent shall have received (i) a copy of the fully executed Business Combination Agreement and (ii) a copy of the

final Offer Document as approved by BaFin and published pursuant to Section 14(3) of the German Takeover Code.

(g) All

fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letter)

by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or

any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower

at least three (3) Business Days prior to the Closing Date.

(h) The

Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction

of the conditions in clauses (a), (b) and (d) of this Section 4.02.

4.03 Conditions

to Borrowing after the Closing Date. The obligation of each Lender to make Loans on the

Funding Date after the Closing Date pursuant to Section 2.01 is subject to the satisfaction of the following conditions precedent:

(a) The

Major Representations shall be true and correct as of the Funding Date, no Major Event of Default shall be continuing or shall

occur as a result of the Transactions on the applicable Funding Date and there shall not have been an Event of Default as a result

of the breach of Section 6.09 (Use of Proceeds).

(b) The

Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.

fees required by the Loan Documents to be paid (including fees payable on or prior to the Funding Date pursuant to the Fee Letter)

by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or

any Lender prior to the Funding Date shall have been paid, to the extent that such invoices have been presented to the Borrower

at least three (3) Business Days prior to the Funding Date.

(d) The

Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming, as of the Funding

Date, satisfaction of the condition in clauses (a) of this Section 4.03.

4.04 Certain

Funds Period. During the Certain Funds Period (notwithstanding any provision of this

Agreement to the contrary), unless a Major Event of Default has occurred and is continuing, none of the Lenders or the Administrative

Agent shall be entitled to, without the consent of the Borrower:

(a) refuse

to make any Loan as provided in Section 2.01 if the conditions set forth in Section 4.02 are satisfied;

(b) terminate

any Commitment where to do so would prevent or limit the making of a Loan (except as otherwise expressly contemplated in Article

II);

terminate or cancel this Agreement or the credit facilities provided for herein where to do so would prevent or limit the making

of a Loan; or

(d) exercise

any right of setoff or counterclaim in respect of any Loan where to do so would prevent or limit the making of a Loan;

provided

that immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available

to the Lenders and the Administrative Agent notwithstanding that they may not have been used or available for use during the Certain

Funds Period.

Article

REPRESENTATIONS AND WARRANTIES

The

Borrower represents and warrants to the Administrative Agent and the Lenders on the date hereof and as of each Funding Date (including,

for the avoidance of doubt, the Closing Date) (it being understood that the accuracy of the representations are not a condition

precedent to any Borrowing except as set forth in Article IV) that:

5.01 Organization; Powers. Each of the Borrower

and its Significant Subsidiaries is duly organized and validly existing. Each of the Borrower and its Significant Subsidiaries

(i) is, to the extent the concept is applicable in such jurisdiction, in good standing under the laws of the jurisdiction of its

organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is qualified to do

business in, and is in good standing in, every jurisdiction where such qualification is required, except, in the case of clauses

(i) (other than with respect to the Borrower) and (iii), where the failure to do so, individually or in the aggregate, could not

reasonably be expected to result in a Material Adverse Effect. None of the Borrower and its Significant Subsidiaries is an EEA

Financial Institution.

5.02 Authorization;

Enforceability. The Transactions are within the Borrower’s corporate or other organizational

powers and have been duly authorized by all necessary corporate or other organizational and, if required, equity holder action.

The Borrower has duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents

constitute its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles

of equity, regardless of whether considered in a proceeding in equity or at law.

5.03 Governmental

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval

of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or

made and are in full force and effect and (ii) those approvals, consents, registrations, filings or other actions, the failure

of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably

be expected to have a Material Adverse Effect, will not violate any Applicable Law or regulation or any order of any Governmental

Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Significant

Subsidiaries and (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result

in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause

(c)) binding upon the Borrower or any of its Significant Subsidiaries or its assets, or give rise to a right thereunder to require

any payment to be made by the Borrower or any of its Significant Subsidiaries.

5.04 Financial

Condition; No Material Adverse Change.

(a) The

Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders

equity and cash flows (i) as of and for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023 in each

case, audited by PricewaterhouseCoopers LLP, independent public accountants and (ii) as of and for the fiscal quarter ended June

30, 2026. Such financial statements present fairly, in all material respects, the financial position and results of operations

and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,

subject to year-end adjustments in the case of the unaudited financial statements referred to in clause (ii) above and the absence

of footnotes in the case of the unaudited and draft financial statements referred to in clauses (i) and (ii) above.

(b) Since

December 31, 2025, no event, development or circumstance exists or has occurred that has had or could reasonably be expected to

have a Material Adverse Effect.

5.05 [Reserved].

5.06 Litigation

Matters. There are no actions, suits or proceedings by or before any arbitrator or Governmental

Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any

of its Significant Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material

Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions.

5.07 [Reserved].

5.08 Investment Company Status. None of the Borrower

or any Significant Subsidiary is or is required to be registered as an “investment company” under the Investment Company

Act of 1940.

5.09 Margin

Stock. None of the Borrower or any Significant Subsidiary is engaged in the business

of purchasing or carrying, or extending credit for the purpose of purchasing or carrying, margin stock (within the meaning of

Regulation U issued by the FRB), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit

to others for the purpose of purchasing or carrying any margin stock, in each case, in violation of Regulation U or Regulation

X issued by the FRB and all official rulings and interpretations thereunder or thereof.

5.10 [Reserved].

5.11 ERISA.

(a) Each

Plan is in compliance in form and operation with its terms and with ERISA and the Code (including without limitation the Code

provisions compliance with which is necessary for any intended favorable tax treatment) and all other Applicable Laws and regulations,

except where any failure to comply could not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each

related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination

letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable

tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and,

nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a

Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination

letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to

occur, other than as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b) There

exists no Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to result in a Material

Adverse Effect.

of the Borrower, any Significant Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions,

or has within any of the five calendar years immediately preceding the date this representation is given or deemed given, made

or accrued an obligation to make contributions to any Multiemployer Plan.

(d) There

are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge

of the Borrower, any Significant Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted

successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate

to result in a Material Adverse Effect.

(e) The

Borrower, its Significant Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and Multiemployer

Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively,

or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(f) No

Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization

period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Significant Subsidiary,

and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e)

of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making

contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Significant

Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably

be expected to result in material liability, except for any liability for premiums due in the ordinary course or other liability

which could not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA on the assets

of the Borrower or any Significant Subsidiary or any ERISA Affiliate exists or, to the knowledge of the Borrower, is likely to

arise on account of any Plan. None of the Borrower, any Significant Subsidiary or any ERISA Affiliate has engaged in a transaction

that could be subject to Section 4069 or 4212(c) of ERISA.

(g) Each non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all Applicable

Laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory

authorities, except as could not reasonably be expected to result in a Material Adverse Effect. All contributions required to

be made with respect to a non-U.S. Plan have been timely made, except as could not reasonably be expected to result in a Material

Adverse Effect. Neither the Borrower nor any of its Significant Subsidiaries has incurred any obligation in connection with the

termination of, or withdrawal from, any non-U.S. Plan, except as could not reasonably be expected to result in a Material Adverse

Effect. The present value of the accrued benefit liabilities (whether or not vested) under each non-U.S. Plan, determined as of

the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable,

did not exceed the current value of the assets of such non-U.S. Plan allocable to such benefit liabilities, except as could not

reasonably be expected to result in a Material Adverse Effect.

(h) The

Borrower represents and warrants as of the Effective Date that the assets of the Borrower involved in the transactions contemplated

by this Agreement do not constitute “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by

Section 3(42) of ERISA) of one or more Benefit Plans.

5.12 Disclosure. As of the Effective Date, all

written information and data provided in formal presentations or in any meeting with Lenders (other than any projected financial

information and other forward-looking information and other than information of a general economic or industry specific nature)

furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this

Agreement or delivered hereunder, (with respect to information relating to the Target prior to the Closing Date, to the Borrower’s

knowledge), as modified or supplemented by other information so furnished and when taken as a whole, together with the information

in the Borrower’s public filings with the SEC and the Target’s filings with the Company Register (Unternehmensregister)

and the Federal Gazette (Bundesanzeiger) made prior to the Effective Date, does not contain any material misstatement of

fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they

were made, not materially misleading; provided that, with respect to any projected financial information, the Borrower

represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time

furnished (it being understood that such projected financial information is subject to significant uncertainties and contingencies,

any of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized

and that actual results during the period or periods covered by any such projected financial information may differ significantly

from the projected results and such differences may be material).

5.13 [Reserved].

5.14 Solvency.

As of the Closing Date, the Borrower and the Significant Subsidiaries, taken as a whole, are, and after giving effect to the incurrence

of any Indebtedness and obligations being incurred in connection herewith will be, Solvent.

5.15 Anti-Terrorism

Laws.

(a) To

the extent applicable, neither the Borrower nor any of its Subsidiaries is in violation of any legal requirement relating to U.S.

economic sanctions or any laws with respect to terrorism or money laundering, including Executive Order No. 13224 on Terrorist

Financing effective September 24, 2001 (the “Executive Order”), the PATRIOT Act, the laws comprising or implementing

the Bank Secrecy Act to the extent applicable and the laws administered by the United States Treasury Department’s Office

of Foreign Assets Control (each as from time to time in effect) (collectively, “Anti-Terrorism Laws”).

(b) None of (w) the Borrower, any of its Subsidiaries, or any of the Borrower’s directors or officers, or (x) to the

knowledge of the Borrower, any of the directors or officers of any of the Borrower’s Subsidiaries, or (y) to the knowledge

of the Borrower, any of the employees of the Borrower or its Subsidiaries, or (z) to the knowledge of the Borrower, any agent

of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established

hereby, is any of the following:

(i) a

Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a

Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject

to the provisions of, the Executive Order;

(iii) a

Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a

Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a

Sanctioned Country or a Sanctioned Person.

(c) Neither the Borrower nor any of its Subsidiaries (i) conducts any business with, or engages in making or receiving any

contribution of funds, goods or services to or for the benefit of, a Person described in Section 5.15(b)(i)-(v) above,

except as permitted under U.S. law, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests

in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades

or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable

Anti-Terrorism Law. Neither the Borrower nor its Subsidiaries nor (x) any of the Borrower’s directors or officers or (y)

to the Borrower’s knowledge, any of the directors or officers of any of the Borrower’s Subsidiaries or any Affiliate,

employee, agent or representative of the Borrower or any of its Subsidiaries has with respect to the business of the Borrower

or its Subsidiaries taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the

payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any person while knowing that

all or some portion of the money or value will be offered, given, or promised to anyone to improperly influence official action,

to obtain or retain business or otherwise to secure any improper advantage, in each case in violation in any material respect

of any applicable Anti-Corruption Law.

(d) The

Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of the Loans or otherwise make available

such proceeds to any Person described in Section 5.15(b)(i)-(v) above, for the purpose of financing the activities

of any Person described in Section 5.15(b)(i)-(v) above or in any other manner that would violate any Anti-Terrorism

Laws or applicable Sanctions.

(e) The

Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries

and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, applicable Anti-Corruption

Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the officers and directors of the Borrower and, to the knowledge

of the Borrower, each of the officers and directors of any of the Borrower’s Subsidiaries and each of the employees and

agents of the Borrower and its Subsidiaries, are in compliance with applicable Anti-Terrorism Laws, applicable Anti-Corruption

Laws and applicable Sanctions with respect to the business of the Borrower or its Subsidiaries.

(f) No

action, suit or proceeding is pending or, to the knowledge of the Borrower, threatened in writing, by or before any court or governmental

or regulatory authorities or any arbitrator against the Borrower or any of its Subsidiaries for its or their violation in any

material respect of applicable Anti-Corruption Laws or applicable Anti-Terrorism Laws.

5.16 Offer.

The Offer Document (a) contains all of the terms of the Offer and (b) complies in all material respects with the requirements

of the German Takeover Code.

5.17 Beneficial Ownership Certification. As of

the Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in

all material respects.

Article

VI.

AFFIRMATIVE COVENANTS

long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,

the Borrower covenants and agrees with the Lenders that:

6.01 Financial

Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative

Agent (for distribution to each Lender):

(a) commencing

with the fiscal year ending December 31, 2026, within 90 days after each fiscal year end of the Borrower, its audited consolidated

balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers

LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification

or exception (other than a qualification related to the maturity of the Commitments and the Loans at the applicable Maturity Date)

and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements

present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated

Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) commencing

with the fiscal quarter ended June 30, 2026, within 45 days after the end of each of the first three fiscal quarters of each fiscal

year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash

flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case

in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end

of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the

financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance

with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the

Borrower in substantially the form of Exhibit D attached hereto (i) certifying as to whether a Default has occurred and

is continuing as of the date thereof and, if a Default has occurred and is continuing as of the date thereof, specifying the details

thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations

demonstrating compliance with Section 7.05 as of the last day of the applicable fiscal quarter or fiscal year for which

such financial statements are being delivered and (iii) if and to the extent that any change in GAAP that has occurred since the

date of the audited financial statements referred to in Section 5.04(a) had an impact on such financial statements, specifying

the effect of such change on the financial statements accompanying such certificate;

(d) promptly

after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed

by the Borrower or any Significant Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions

of said Commission, or with any national securities exchange, as the case may be, in each case that is not otherwise required

to be delivered to the Administrative Agent pursuant hereto; provided that such information shall be deemed to have been

delivered on the date on which such information has been posted on the Borrower’s website on the Internet on any investor

relations page at http://www.uber.com (or any successor page) or at http://www.sec.gov;

(e) promptly

after any of Moody’s, S&P or Fitch shall have announced a change in the Debt Rating, written notice of such rating change;

and

(f) promptly following any request in writing (including any electronic message) therefor, such other information regarding

the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary, or compliance with the

terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent)

may reasonably request.

Information

required to be delivered pursuant to Section 6.01(a), Section 6.01(b) or Section 6.01(d) may be delivered

electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such information,

or provides a link thereto on the Borrower’s website on the Internet on any investor relations page at http://www.uber.com

(or any successor page) or at http://www.sec.gov; or (ii) on which such information is posted on the Borrower’s behalf on

an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a

commercial, third-party website or whether sponsored by the Administrative Agent).

6.02 Notices

of Default. Promptly after a Responsible Officer of the Borrower obtains knowledge of

the occurrence of any Default, the Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt

written notice of the occurrence of such Default.

6.03 Existence; Conduct of Business. The Borrower

will, and will cause each of its Material Subsidiaries to, do or cause to be done all things to preserve, renew and keep in full

force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its

business; provided that (i) the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not

prohibited by Section 7.03, and (ii) none of the Borrower or any of its Material Subsidiaries shall be required to preserve,

renew or keep in full force and effect its rights, licenses, permits, privileges or franchises where failure to do so could not

reasonably be expected to result in a Material Adverse Effect.

6.04 Payment

of Taxes . The Borrower will, and will cause each of its Material Subsidiaries to, pay

all Tax liabilities, including all Taxes imposed upon it or each such Material Subsidiary, or its and their respective income,

profits, properties or operations that, if unpaid, could reasonably be expected to result in a Material Adverse Effect, before

the same shall become delinquent or in default, except where the validity or amount thereof is being contested in good faith by

appropriate proceedings diligently conducted and to the extent required by GAAP, the Borrower or such Material Subsidiary has

set aside on its books adequate reserves with respect thereto in accordance with GAAP.

6.05 [Reserved].

6.06 Books

and Records; Inspection Rights. The Borrower will, and will cause each of its Material

Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are

made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its

Material Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request

made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make

extracts from its books and records to the extent reasonably necessary, and to discuss its affairs, finances and condition with

its officers and independent accountants (provided that the Borrower or such Material Subsidiary shall be afforded the

opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as

reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary

in this Section, none of the Borrower or any of its Material Subsidiaries shall be required to disclose, permit the inspection,

examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes

non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative

Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally

binding on the Borrower or its Material Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes

attorney work-product.

6.07 [Reserved].

6.08 Compliance

with Laws and Agreements. The Borrower will, and will cause each of its Material Subsidiaries

to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all

indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect

and use reasonable measures to enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries

and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Terrorism

Laws and applicable Sanctions.

6.09 Use

of Proceeds. The Borrower shall on-lend the proceeds of the Loans to Bidco and ensure

Bidco will use such proceeds to finance the Transactions and any obligations of it or the Borrower in connection with the Asset

Purchaser Transaction (as defined in the Business Combination Agreement). The proceeds of the Loans made (i) on the Closing Date

shall only be used to fund the acquisition of the Target’s shares pursuant to the terms of the Offer and to fund the obligations

of Bidco or the Borrower in connection with the Asset Purchaser Transaction (as defined in the Business Combination Agreement),

the repayment of outstanding Indebtedness of the Target and the costs and expenses in connection therewith, and (ii) subsequent

to the Closing Date shall only be used to fund the repurchase of the Target’s Convertible Notes and the costs and expense

in connection therewith. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that

entails a violation of any of the Regulations of the FRB, including Regulations T, U and X.

6.10 The

Offer and Related Matters.

(a)

The Borrower shall cause Bidco to conduct the Offer in accordance with, and otherwise comply in all material respects with, the

German Takeover Code and all other applicable laws and regulations relating to the Offer.

(b) The

Borrower shall ensure that Bidco does not amend, modify, or waive any term of the Offer Document in any material respect without

the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Arrangers (other than

any such amendment, modification or waiver or consent that is not materially adverse to the interest of the Arrangers or the Lenders,

taken as a whole), provided that no such consent shall be required for any amendment, modification or waiver requested by BaFin.

Borrower shall keep the Administrative Agent reasonably informed as to any event or circumstance which may cause the Offer to

lapse and, promptly upon request, details of the current level of acceptances of the Offer of which it is aware.

6.11 Beneficial

Ownership Regulations. Promptly following any request therefor, the Borrower will use

commercially reasonable efforts to provide information and documentation reasonably requested by the Administrative Agent or any

Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations,

including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

Article

VII.

NEGATIVE COVENANTS

long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,

the Borrower covenants and agrees with the Lenders that:

7.01 Subsidiary

Indebtedness.

(a) The Borrower will not permit any of its Material Subsidiaries to create, assume, incur, Guarantee or otherwise become liable

for any Indebtedness (any such Indebtedness or Guarantee, “Subsidiary Debt”), without Guaranteeing the payment

of the Obligations on an unsecured unsubordinated basis until such time as such Subsidiary Debt is no longer outstanding.

(b) Section

7.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary

Debt constituting:

(i) Indebtedness

of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Material Subsidiary or otherwise

acquired by any Material Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such

Person (or a division thereof) as an entirety or substantially as an entirety to any Material Subsidiary and is assumed by such

Subsidiary; provided that such Indebtedness or Guarantee was not incurred in contemplation thereof and is not Guaranteed

by any other Material Subsidiary (other than any Guarantee existing at the time of such merger, consolidation or sale, lease or

other disposition of properties and assets and that was not issued in contemplation thereof);

(ii) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Material Subsidiary; provided

that any such Indebtedness or Guarantee was not incurred in contemplation thereof;

(iii) Indebtedness

owed to or Guarantee in favor of the Borrower or any Subsidiary;

(iv) Indebtedness

or Guarantees in respect of netting services, business credit or debit card programs, purchase cards, overdraft protection and

other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers

of funds or other fund transfer or payment processing services;

(v) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar

instrument drawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness or Guarantee

is extinguished within five Business Days of its incurrence;

(vi) reimbursement

obligations incurred in the ordinary course of business;

(vii) advances

and deposits received in the ordinary course of business;

(viii) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation claims, payment obligations in connection

with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory

obligations, (b) in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations

contained in supply agreements, (c) under any Swap Contracts and (d) in respect of guarantees, warranty or contractual service

obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s

acceptances for operating purposes or to secure any Indebtedness or Guarantee or other obligations referred to in clauses (i)

through (vii) or this clause (viii), payment (other than for payment of Indebtedness) and completion guarantees, in each case

provided or incurred (including Guarantees thereof) in the ordinary course of business;

(ix) Indebtedness

constituting Capital Lease Obligations, equipment leases and Purchase Money Indebtedness of the Borrower or Material Subsidiary;

provided that the aggregate principal amount of Indebtedness pursuant to this clause (ix) secured by real property shall not exceed

$1,000,000,000 at any time outstanding; or

(x) Indebtedness

or Guarantees outstanding on the date of this Agreement and any extension, renewal, replacement, refinancing or refunding of any

Indebtedness or Guarantees existing on the date of this Agreement or referred to in clauses (i), (ii) and (ix); provided that

any Indebtedness or Guarantees incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of

the maturity, retirement or other repayment or prepayment of the Indebtedness or Guarantee referred to in this clause or clauses

(i) and (ii) above and the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance

or refund shall not exceed the principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or

refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses,

commissions, discounts and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding.

Notwithstanding

Sections 7.01(a) and (b), any Material Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise

be subject to the restrictions set forth in Section 7.01(a), without Guaranteeing the payment of the Obligations, if after

giving effect thereto, the Aggregate Debt does not exceed an amount equal to the greater of (i) $7,500,000,000 and (ii) 15.0%

of Consolidated Total Assets. Any Material Subsidiary also may, without Guaranteeing the payment of the Obligations, extend, renew,

replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary

Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement

or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal

amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount

of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums)

or other reasonable amounts payable, plus the amount of fees, expenses, commissions, discounts and other costs incurred, in connection

with any such extension, renewal, replacement, refinancing or refunding.

7.02 Liens.

(a) The

Borrower will not, and will not permit any of its Material Subsidiaries, to enter into, create, incur or assume any Lien on any

Principal Property, whether now owned or hereafter acquired, in order to secure any Indebtedness, without effectively providing

that the Obligations shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien,

except:

(i) Liens

existing as of the Effective Date;

(ii) Liens

granted after the Effective Date created in favor of the Administrative Agent and the Lenders securing the Obligations;

(iii) Liens

created in substitution of, or as replacements for, any Liens described in clauses (i) and (ii) above; provided that based

on a good faith determination of one of the Borrower’s Financial Officers, the Principal Property encumbered under any such

substitute or replacement Lien is substantially similar in nature to the Principal Property encumbered by the otherwise Permitted

Lien which is being replaced; and

(iv)

Permitted Liens.

(b) Notwithstanding

Section 7.02(a), the Borrower or any Material Subsidiary may, without equally and ratably securing the Obligations, create

or incur Liens which would otherwise be subject to the restrictions set forth in Section 7.02(a) if after giving effect

thereto, the Aggregate Debt does not exceed an amount equal to the greater of (i) $7,500,000,000 and (ii) 15.0% of Consolidated

Total Assets. The Borrower or any Material Subsidiary also may, without equally and ratably securing the Obligations, create or

incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements),

in whole or in part, any Lien permitted pursuant to the preceding sentence.

7.03 Fundamental Changes. The Borrower will not

(x) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, (y) sell,

transfer, lease, or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all

of the assets of the Borrower and its Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired) to

another Person or (z) liquidate or dissolve, except in each case that, if at the time thereof and immediately after giving effect

thereto no Default shall have occurred and be continuing, any Subsidiary or any other Person may merge into or consolidate with

the Borrower in a transaction in which the Borrower is the surviving corporation.

7.04 Use of Proceeds. The Borrower will not request

any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries shall not use, the proceeds of any Loan

(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 the FCPA or any applicable Anti-Corruption Laws, (b) in violation of any Anti-Terrorism

Law, (c) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person,

or in any country or territory that, at the time of such funding, financing or facilitating, is, or whose government is, a Sanctioned

Person or Sanctioned Country, in violation of Sanctions or (d) in any manner that would result in the violation of any Sanctions

applicable to any party hereto.

7.05 Financial

Covenant. The Borrower will not permit the ratio, determined as of the end of each of

its fiscal quarters ending after the Closing Date, of (x) Consolidated Adjusted EBITDA to (y) Consolidated Interest Expense, for

any Measurement Period ended on such date, to be less than 3.00:1.00.

Article

VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall

constitute an event of default (each, an “Event of Default”):

(a) Non-Payment.

The Borrower fails to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal

of any Loan, or (ii) within five Business Days after the same becomes due, any interest on any Loan, any fee due hereunder or

any other amount payable hereunder or under any other Loan Document; or

(b) Specific

Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.02,

Section 6.03 (solely with respect to the Borrower’s existence), Section 6.09, Section 6.11 or Article

VII; or

Defaults. The Borrower or any Material Subsidiary fails to perform or observe any other covenant or agreement (not specified

in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such

failure continues for 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at

the request of any Lender); or

(d) Representations

and Warranties. Any representation or warranty made or deemed made (pursuant to the express terms herein) by or on behalf

of the Borrower or any Significant Subsidiary herein, in any other Loan Document, or in any certification delivered in connection

herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Acceleration. The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled

maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness

(other than Indebtedness hereunder and Indebtedness or Guarantee under Swap Contracts) having an aggregate principal amount (including

undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)

of more than the Threshold Amount and such failure shall continue after the applicable grace period, if any, specified in the

agreement or instrument relating to such Indebtedness (unless adequate provision for any such payment has been made in form and

substance reasonably satisfactory to the Required Lenders), or (B) fails to observe or perform any other agreement or condition

relating to any such Indebtedness or Guarantee the effect of which default is to cause, with the giving of notice, if required,

and after any applicable grace period (if any), such Indebtedness to be demanded or to become due or to be repurchased, prepaid,

defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be

made, prior to its stated maturity (unless adequate provision for any such payment has been made in form and substance reasonably

satisfactory to the Required Lenders); provided that this clause (e) shall not apply to (w) any requirement to, or any offer to,

repurchase, prepay or redeem Indebtedness of a Person acquired in an acquisition permitted hereunder, to the extent such offer

is required as a result of, or in connection with, such acquisition, (x) secured Indebtedness that becomes due as a result of

the voluntary sale or transfer of the property or assets securing such Indebtedness, or (y) any event or condition giving rise

to any redemption, repurchase, conversion or settlement (or right to redeem, require repurchase, convert or settle) with respect

to any Convertible Notes or other convertible debt instrument (including any termination of any related Swap Contracts) pursuant

to its terms unless such redemption, repurchase, conversion or settlement results from a default thereunder or an event of the

type that constitutes an Event of Default; or

(f) Insolvency

Proceedings, Etc. The Borrower or any of its Material Subsidiaries (other than any Material Subsidiary incorporated in Germany)

institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit

of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator

or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,

rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues

undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to

all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed

for 60 calendar days, or an order for relief is entered in any such proceeding; or any Material Subsidiary incorporated in Germany

files for any of the reasons set out in Sections 17 through 19 (inclusive) of the German Insolvenzordnung for insolvency (Antrag

auf Eröffnung eines Insolvenzverfahrens) or the board of directors of any such Material Subsidiary is required by law

to file for insolvency or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or

the competent court institutes insolvency proceedings against any such Material Subsidiary (Eröffnung des Insolvenzverfahrens);

(g) Inability to Pay Debts; Attachment. The Borrower or any Significant Subsidiary admits in writing its inability or

fails generally to pay its debts as they become due; or

(h) Judgments.

There is entered against the Borrower or any Material Subsidiary one or more final judgments or orders for the payment of money

in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or covered

by (a) independent third-party insurance as to which the insurer has not disputed coverage, (b) escrow funds held for the benefit

of the Borrower or any Material Subsidiary as to which the applicable trustee has not disputed the availability of such funds

for the Borrower or such Material Subsidiary in connection with such judgment or (c) contractual indemnification in favor of the

Borrower or such Material Subsidiary from third parties that have not disputed responsibility in writing), and (i) enforcement

proceedings are commenced by any creditor upon such judgment or order (other than the filing of a judgment lien), or (ii) there

is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,

is not in effect; or

(i) ERISA.

(i) An ERISA Event occurs with respect to a Pension Plan which, when taken together with all other ERISA Events, has resulted

or could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower, any Significant Subsidiary or any

ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect

to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which has resulted or could reasonably be expected

to result in a Material Adverse Effect.

(j) Change

of Control. (i) There occurs any Change of Control or (ii) the Borrower ceases to own, directly or indirectly, 100% of

the Equity Interests of Bidco.

8.02 Remedies

Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative

Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare

the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligations shall be terminated;

(b) declare

the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or

payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or

other notice of any kind, all of which are hereby expressly waived by the Borrower;

and

(d) exercise

on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided,

however, that upon the occurrence of an event described in Section 8.01(f), the obligation of each Lender to make

Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts

as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

8.03 Application

of Funds. After the exercise of remedies provided for in Section 8.02 (or after

the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts

received on account of the Obligations shall, subject to the provisions of Section 2.17, be applied by the Administrative

Agent in the following order:

First,

to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges

and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative

Agent in its capacity as such;

Second,

to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)

payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under

Article III), ratably among them in proportion to the respective amounts described in this clause Second

payable to them;

Third,

to payment of that portion of the Obligations constituting interest on the Loans and other Obligations, ratably among the Lenders

in proportion to the respective amounts described in this clause Third payable to them;

Fourth,

to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion

to the respective amounts described in this clause Fourth held by them; and

Last,

the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required

by Law.

Article

IX.

ADMINISTRATIVE AGENT

9.01 Appointment

and Authority. Each of the Lenders hereby irrevocably appoints Morgan Stanley 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 IX

are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party

beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any

other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary

or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a

matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02 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 kind of banking, trust, financial, advisory, underwriting or other business with the

Borrower or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account

therefor to the Lenders or to provide notice or consent of the Lenders with respect thereto.

9.03 Exculpatory

Provisions.

(a) 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 any of its Affiliates, and each of the foregoing’s respective officers, partners,

directors, employees or agents:

(i) shall

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

(ii) 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 may seek clarification or direction from the Required

Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction

has been provided; provided further 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; and

(iii) shall

not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable

for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained

by the Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity.

(b) The

Administrative Agent shall not be liable for any action taken or not taken by it or any of its Affiliates, and each of the foregoing’s

respective officers, partners, directors, employees or agents (i) with the consent or at the request of the Required

Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe

in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02), or (ii) in the absence

of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by 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 to the Administrative Agent in writing by the Borrower or a Lender.

Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty

or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any

certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the

performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the

occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other

Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in

Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative

Agent.

(d) The

Administrative Agent shall not be required to (i) qualify in any jurisdiction in which it is not presently qualified to perform

its obligations as the Administrative Agent, (ii) expend or risk its own funds or provide indemnities in the performance of any

of its duties hereunder or the exercise of any of its rights or powers, or (iii) otherwise incur any financial liability in the

performance of its duties hereunder or the exercise of any of its rights or powers, except for such expense, indemnity or liability,

if any, arising out of the Administrative Agent’s gross negligence or willful misconduct in the performance of its duties

hereunder or under any other Loan Document, as determined in a final and non-appealable judgment of a court of competent jurisdiction.

(e) The

parties hereto acknowledge that the Administrative Agent, together with its respective affiliated companies (collectively, the

“MS Group”), is a member of a global financial services firm engaged in the securities, investment management,

credit services businesses and individual wealth management businesses involving, without limitation, the provision of securities

underwriting, hedging, trading, brokerage activities, foreign exchange, commodities and derivatives trading, as well as providing

investment banking, financing and financial advisory services. As a result, members of the MS Group and their respective Related

Parties may also at any time (i) invest on a principal basis or manage funds that invest on a principal basis, in the loans or

debt or equity securities of the Borrower or any other company that may be involved in any of the transactions contemplated herein,

or in any currency, commodity or instrument that may be involved in any of the transactions contemplated herein, or in any related

derivative instrument, (ii) carry out ordinary course investment and wealth management or brokerage activities for the Borrower

or any other company (or their respective Related Parties) that may be involved in any of the transactions contemplated herein,

and (iii) perform various investment banking, commercial banking and financial advisory services for other clients and customers

who may have conflicting interests with respect to the Borrower and its Related Parties. The parties hereto therefore acknowledge

that (i) in the course of such activities and relationships, one or more members of the MS Group, other than the Administrative

Agent performing its duties and responsibilities expressly set forth in this Agreement, may acquire information about the Borrower,

its Related Parties or other entities and persons which may be the subject of any transaction contemplated hereunder, and (ii)

any such member of the MS Group is acting in its respective capacity (including, without limitation, as investment manager, hedge

counterparty, financial advisor, Lender or Arranger), which are separate from and independent of the function and duties of the

Administrative Agent. The Lenders party hereto further acknowledge that no other member of the MS Group (or the Administrative

Agent to the extent it receives any such information from another member of the MS Group) shall have any obligation to disclose

(or any liability for failing to disclose) such information, or the fact that any of them are in possession of such information,

to any Lender or to use such information on behalf of any of them.

9.04 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 that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume

that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary

from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel

for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not

taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 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 IX shall apply to any such sub-agent

and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities

in connection with the syndication of the credit 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 in the selection of such sub-agents.

9.06 Resignation

of Administrative Agent.

(a) The

Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such

notice of resignation, the Required Lenders shall have the right, with the written consent of the Borrower (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 30 days after the retiring Administrative Agent gives notice of its resignation (or

such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring

Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint, with the written consent of the Borrower

(not to be unreasonably withheld or delayed), a successor Administrative Agent meeting the qualifications set forth above, provided

that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been

appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If

the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the

Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such

Person as Administrative Agent and, with the written consent of the Borrower (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 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”),

then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for

any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications

and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,

until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance

of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all

of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section

3.01(j) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent

as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative

Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged

therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent

shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the

retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions

of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative

Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them

(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.

9.07 Non-Reliance

on the Administrative Agent, the Arrangers and the Other Lenders. Each Lender expressly

acknowledges that neither the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no

act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or

review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by

the Administrative Agent or the Arrangers to any 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 represents to the Administrative

Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any other

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 Borrower and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions

contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each

Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any other

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 Borrower. Each 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 for the purpose of making, acquiring or holding commercial loans and providing other facilities

set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type

of financial instrument such as a security, and each Lender agrees not to assert a claim in contravention of the foregoing, such

as a claim under United States Federal or state securities Laws. Each Lender represents and warrants that it is sophisticated

with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may

be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or

hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial

loans or providing such other facilities.

9.08 No

Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners,

Arrangers, or Syndication Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this

Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 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 the Borrower, the Administrative Agent (irrespective of whether the principal

of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative

Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and

all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to

have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements

and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the

Lenders and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to

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

and any

custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is

hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent

shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the

reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any

other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing

contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf

of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any

Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.10 [Reserved].

9.11 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 not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following

is and will be true:

(i) such

Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more

Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,

the Commitments or this Agreement,

(ii) the

transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined

by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance

company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),

PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption

for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,

participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii) (A)

such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part

VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter

into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation

in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections

(b) through (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 Commitments and this Agreement, or

(iv) such

other representation, warranty and covenant as may be agreed in writing between the Administrative Agent or any Arranger, each

in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender

or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately

preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,

to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party

hereto, for the benefit of, the Administrative Agent and the Arrangers and not, for the avoidance of doubt, to or for the benefit

of the Borrower, that the Administrative Agent and each Arranger is not a fiduciary with respect to the assets of such Lender

involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments

and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent or the

Arrangers under this Agreement, any Loan Document or any documents related hereto or thereto).

9.12 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, whether or not in respect of an Obligation

due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender receiving

a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received

by such Lender in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date

such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of

the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation. Each Lender 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

promptly upon determining that any payment made to such Lender comprised, in whole or in part, a Rescindable Amount.

Article

MISCELLANEOUS

10.01 Amendments,

Etc. Subject to Section 3.03 and the last paragraph of this Section 10.01,

no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower

therefrom, (i) shall be effective unless in writing signed by the Required Lenders and the Borrower, as the case may be, and acknowledged

by the Administrative Agent or (ii) shall affect one Tranche of the Lenders’ Loans or Commitments more adversely vis-a-vis

the other Tranche without the consent of the Lenders having a majority interest of the outstanding principal of Loans and Commitments

of such adversely affected Tranche, as applicable, and each such waiver or consent shall be effective only in the specific instance

and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) [reserved];

(b) extend

or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the

written consent of such Lender;

any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due

to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly

and adversely affected thereby;

(d) reduce

the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso

to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written

consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the

Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower

to pay interest at the Default Rate;

(e) modify Section 2.13 or 8.03 or any other provision hereof in a manner that would have the effect of altering

the ratable reduction of Commitments, pro rata payments or the pro rata sharing of payments otherwise required hereunder, in each

case, without the written consent of each Lender directly and adversely affected thereby;

(f) change

any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the

number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or

grant any consent hereunder, without the written consent of each Lender; or

(g) release

the Borrower (from its obligations as a borrower hereunder), except in connection with a merger or consolidation permitted under

Section 7.03;

and,

provided, further, that (i) 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; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed

only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve

or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the

consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting

Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of any of its

Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its

Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or

modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more

adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding

anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent

of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer

be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall

have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts

owing to it or accrued for its account under this Agreement.

Notwithstanding

any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,

mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules

and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision

to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without

any further action or consent of any other party to this Agreement.

10.02 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 clause (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 facsimile or electronic mail

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 Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone

number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, facsimile 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 Borrower).

Notices

and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed

to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent

(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of

business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications

to the extent provided in clause (b) below, shall be effective as provided in such clause (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished

by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved

by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article

II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II

by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices

and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that

approval of such procedures may be limited to particular notices or communications.

Unless

the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed

received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt

requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications

posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail

address as described in the foregoing clause (i) of notification that such notice or communication is available and

identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email

or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall

be deemed to have been sent at the opening of business on the next business day for the recipient.

Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)

DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM

LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING

ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES

OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall

the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability

to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,

contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials

or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet except

to the extent such losses, claims, damages, liabilities or expenses are found to have resulted from the gross negligence or willful

misconduct of such Agent Party by a final and nonappealable judgment of a court of competent jurisdiction.

(d) Change

of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone number for

notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile

or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In

addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has

on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices

and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Lender agrees to cause

at least one individual at or on behalf of such 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 Lender or its delegate, in accordance

with such Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws,

to make reference to Borrower Materials that are not made available through the “Public Side Information” portion

of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes

of United States Federal or state securities laws.

(e) Reliance

by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon

any notices (including telephonic or electronic notices, Loan Notices and notice of Loan prepayment) purportedly given by or on

behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded

or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from

any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each 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 the Borrower except to the extent resulting from the gross negligence or willful misconduct of such Person

as determined by a final and nonappealable judgment of a court of competent jurisdiction. All telephonic notices to and other

telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto

hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,

power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial

exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise

thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided,

and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided

by law.

Notwithstanding

anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder

and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law

in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance

with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit

(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its

capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) [reserved], (c) any Lender from exercising

setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing

proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower

under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative

Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to

the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (c) and

(d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders,

enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses;

Indemnity; Damage Waiver.

(a) Costs

and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative

Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative

Agent), 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 (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [reserved]

and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including

the reasonable and documented fees, charges and disbursements of one primary firm of counsel for the Administrative Agent or any

Lender, taken as a whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower),

of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and, in the case of an actual or potential

conflict of interest where the Administrative Agent or any Lender affected by such conflict informs the Borrower of such conflict

and thereafter retains its own counsel, of another primary firm of counsel for such affected or similarly affected person (and

if reasonably necessary (as determined by such affected person in consultation with the Borrower), of a single regulatory counsel

and a single local counsel in each appropriate jurisdiction))), in connection with the enforcement or protection of its rights

(A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04,

or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred

during any workout, restructuring or negotiations in respect of such Loans.

(b) Indemnification

by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Arranger

and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,

and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable

and documented fees, charges and disbursements of one primary firm of counsel for all such Indemnitees (and if reasonably necessary

(as determined by such Indemnitees in consultation with the Borrower), of a single regulatory counsel and a single local counsel

in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Indemnitee affected

by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel

for such affected or similarly affected Indemnitee (and if reasonably necessary (as determined by such affected Indemnitee in

consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))),

incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) arising out of, in connection

with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument

contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using

an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations

hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative

Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents,

(ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release

of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental

Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,

investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought

by a third party or by the Borrower, 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

(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross

negligence, willful misconduct or bad faith of such Indemnitee, (y) result from a claim not involving an act or omission of the

Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Arrangers or the Administrative

Agent in their capacities as such) or (z) result from a material breach by such Indemnitee or one of its controlled Affiliates

of its obligations under this Agreement or any other Loan Document (as determined by a court of competent jurisdiction by final

and nonappealable judgment). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not

apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clauses (a)

or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof) or

any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)

or such Related Party, as the case may be, such Lender’s pro rata share of the Loans of such unpaid amount (including any

such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such

Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment

is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as

the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related

Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent). The obligations of the Lenders under

this clause (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not

assert, and the Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, 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 the use of the proceeds thereof. No Indemnitee referred to

in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or

other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information

transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or

thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as

determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments.

All amounts due under this Section 10.04 shall be payable not later than ten Business Days after demand therefor.

(f) Survival.

The agreements in this Section 10.04 and the indemnity provisions of Section 10.02(e) shall survive the resignation

of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction

or discharge of all the other Obligations.

10.05 Payments

Set Aside. To the extent that any payment by or on behalf of the Borrower is made to

the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment

or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set

aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion)

to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,

then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and

continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally

agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from

or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at

a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery

or payment. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full

of the Obligations and the termination of this Agreement.

10.06 Successors

and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the

benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower may

assign or otherwise transfer any of its rights or obligations hereunder 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, (iii) by way of pledge or assignment of a security interest subject

to the restrictions of subsection (e) 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 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative

Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments

by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under

this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it);

provided that any such assignment shall be subject to the following conditions:

(i) Minimum

Amounts.

(A) in

the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans of any Tranche

at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments)

that equal at least the amount specified in clause (b)(i)(B) of this Section 10.06 in the aggregate or in the case

of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in

any case not described in clause (b)(i)(A) of this Section 10.06, the aggregate amount of the Commitment of any

Tranche (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect,

the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date

the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date”

is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the

Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each

such consent not to be unreasonably withheld, conditioned or delayed).

(ii) Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s

rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned,

provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s

rights and obligations in respect of one Tranche of Commitments or Loans;

(iii) Required

Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this

Section 10.06 and, in addition:

(A) the

consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed, it being understood that withholding

consent to an assignment to a Person who is not capable of lending to the Borrower in Euros or is not capable of lending to the

Borrower in Euros without the imposition of any Indemnified Taxes is reasonable) shall be required unless (1) after the Certain

Funds Period, an Event of Default under Section 8.01(a) or (f) (but solely with respect to the Borrower in the case of Section

8.01(f)) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of

a Lender or an Approved Fund; provided that after the Certain Funds Period, the Borrower shall be deemed to have consented

to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business

Days after having received notice thereof; and

(B) the

consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments

to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment

and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,

together with a processing and recordation fee in the amount of $3,500; provided, 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 Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates

or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,

would constitute any of the foregoing Persons described in this clause (B), or (C) 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).

(vi) Certain

Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such

assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the

assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution

thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other

compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata

share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor

hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the

Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full

pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any

assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance

with the provisions of this clause (vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all

purposes of this Agreement until such compliance occurs.

(vii) Subject

to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.06, from

and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement

and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under

this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,

be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning

Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to

be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances

occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed

by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder

arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and

deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that

does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation

in such rights and obligations in accordance with clause (d) of this Section 10.06.

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative

Agent’s Office within the United States of America a copy of each Assignment and Assumption delivered to it (or the equivalent

thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments

of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time

(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower,

the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms

hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower

and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations.

Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations

to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the

primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates

or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations

under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such

Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible

to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and

the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c)

without regard to the existence of any participation.

Any

agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the

sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;

provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,

agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such

Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04

and 3.05, subject to the requirements and limitations therein, including the requirements of Section 3.01(g),

to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this

Section 10.06 (it being understood that the documentation required under Section 3.01(g) shall be delivered to the

Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections

3.06 and 10.13 as if it were an assignee under clause (b) of this Section 10.06 and (B) shall not be entitled

to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from

whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive

a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender

that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the

Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law,

each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided

that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells

a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it

enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest

in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that

no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any

Participant or any information relating to a Participant’s interest in any commitments, loans, 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, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose

name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding

any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall

have no responsibility for maintaining a Participant Register.

(e) Certain

Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement

(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations

to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations

hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

10.07 Treatment

of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders

agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to

its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will

be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent

required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including

any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case such Person will inform

the Borrower promptly thereof to the extent reasonably practicable and not prohibited by law, rule or regulation), (c) to the

extent required by Applicable Laws or regulations or by any subpoena or similar legal process (in which case such Person will

inform the Borrower promptly thereof to the extent reasonably practicable and not prohibited by law, rule or regulation), (d) to

any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any

action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,

(f) subject to an agreement containing provisions substantially the same as those of this Section 10.07 and not less protective

of the Information than this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant

in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section

10.01, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which

payments are to be made by reference to any of the Borrower and its obligations, this Agreement or payments hereunder or (iii)

to the extent required by a potential or actual counterparty, insurer or reinsurer in connection with providing insurance, reinsurance

or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement, (g) on a

confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities

provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing

and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with

the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach

of this Section 10.07, (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates

on a nonconfidential basis from a source other than the Borrower that is not, to knowledge of the Administrative Agent or such

Lender, subject to confidentiality obligations to the Borrower or (z) is independently discovered or developed by a party hereto

without utilizing any Information received from the Borrower or violating the terms of this Section 10.07. In addition,

the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to

market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and

the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For

purposes of this Section 10.07, “Information” means all information received from the Borrower or any

Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that

is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,

provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information

is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information

as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has

exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential

information.

Each

of the Administrative Agent and the Lenders acknowledges that (a) the Information is or may be price sensitive information and

that the use of such Information may be regulated or prohibited by applicable legislation including securities laws relating to

insider trading (under Regulation (EU) No 596/2014 (Market Abuse Regulation) or otherwise) and each of the Administrative Agent

and the Lenders undertakes not to use any Information for any unlawful purpose.

For

the avoidance of doubt, nothing contained in this Section 10.07 prohibits any individual from communicating or disclosing information

regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without

any notification to any person.

The

parties hereto do not anticipate any disclosure of personal information of California residents to Morgan Stanley, or any collection

or processing of personal information of California residents, in connection with the Transactions and Morgan Stanley’s

services contemplated under this Agreement; provided, however, to the extent any California personal information subject to the

California Privacy Rights Act (“CPRA”) and its implementing regulations is disclosed by the Borrower to Morgan

Stanley and is covered by the CPRA and its implementing regulations, Morgan Stanley agrees to process such personal information

only for the limited and specified business purposes of facilitating the execution of the Transactions or as otherwise provided

by, and in compliance with, the CPRA.

10.08 Right

of Setoff. If an Event of Default shall have occurred and be continuing, each Lender

and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written

consent of the Administrative Agent, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits

(general or special, time or demand, provisional or final, in whatever currency but excluding deposits in (a) payroll accounts,

(b) health savings accounts, worker’s compensation accounts and other employee benefits accounts and (c) withholding tax

accounts) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate

to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing

under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not

such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations

of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the

branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any

Defaulting Lender shall exercise any such right of setoff, (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 2.17 and, pending such payment,

shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative

Agent and the Lenders, and (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. The rights

of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including

other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and

the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice

shall not affect the validity of such setoff and application.

10.09 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 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.

10.10 Integration;

Effectiveness. This Agreement, the other Loan Documents, and any separate letter agreements

with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject

matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter

hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the

Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear

the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns.

10.11 Survival

of Representations and Warranties. All representations and warranties made hereunder

and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall

survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by

the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on

their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at

the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall

remain unpaid or unsatisfied.

10.12 Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,

validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or

impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable

provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable

provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision

in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the

enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined

in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement

of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions

of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance

exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense

and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse

(in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its

interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations

under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee

may be another Lender, if a Lender accepts such assignment), provided that:

(a) the

Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);

(b) such

Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued

fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section

3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the

case of all other amounts);

the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made

pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such

assignment does not conflict with Applicable Laws; and

(e) in

the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented

to the applicable amendment, waiver or consent.

Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender

or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each

party hereto agrees that (a) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment

and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment

need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound

by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment

agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender,

provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding

anything in this Section 10.13 to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder

except in accordance with the terms of Section 9.06.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. This Agreement and the other Loan Documents and any claims,

controversy, dispute or cause of action (whether in contract or tort or otherwise AND WHETHER AT LAW OR IN EQUITY) based upon,

arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set

forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the

law of the State of NEW YORK.

(b) SUBMISSION

TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY agrees that it

will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, against ANY OTHER PARTY HERETO, or any Related Party of the foregoing in any way relating to this Agreement

or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE

OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN

NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS

TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD

AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH

OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE

ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION 10.14. EACH OF

THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT

FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE

OF PROCESS. EACH PARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE

LAW.

10.15 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 AND WHETHER AT LAW OR IN EQUITY). 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 10.15.

10.16 [Reserved].

10.17 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 Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ and 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 Borrower and its Affiliates, on the one hand, and the Administrative

Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory

and tax advisors to the extent it has deemed appropriate, and (C) the Borrower 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) the Administrative

Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by

the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of

its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation

to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly

set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their

respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower

and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any obligation to disclose any of

such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and

releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach

or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.18 Electronic

Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any

other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be

executed using Electronic Signatures. The Borrower and each of the Administrative Agent and each Lender agrees that any Electronic

Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original

signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation

of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed

original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient,

including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the

avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance 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 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. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered

an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding

anything contained herein to the contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature

in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further,

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 Borrower and/or any Lender without further verification and (b) upon the request of the Administrative Agent

or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.

The

Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance

of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed

.pdf or any other electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under

or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any

electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any

statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether

or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

The

Borrower and each Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability

of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan

Document, and (ii) any claim against the Administrative Agent, and each Lender for any liabilities arising solely from the Administrative

Agent’s and/or any Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result

of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission

of any Electronic Signature.

10.19 USA

PATRIOT Act. Each Lender that is subject to the PATRIOT Act (as hereinafter defined)

and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements

of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time (the “PATRIOT

Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes

the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable,

to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative

Agent or any Lender, use commercially reasonable efforts to provide all documentation and other information that the Administrative

Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”

and anti-money laundering rules and regulations, including the PATRIOT Act.

10.20 [Reserved].

10.21 ENTIRE

AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT

AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

10.22 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 that is an Affected Financial Institution arising under any Loan Document, to the

extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority

and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the

application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any Lender that is an Affected Financial Institution; and

(b) the

effects of any Bail-in Action on any such liability, including, if applicable:

(i) a

reduction in full or in part or cancellation of any such liability;

(ii) a

conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,

its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or

other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement

or any other Loan Document; or

(iii) the

variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable

Resolution Authority.

10.23 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 the Borrower 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 the Borrower in the Agreement Currency, the

Borrower 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 the Borrower (or to any other Person who may be entitled thereto under Applicable law).

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

UBER TECHNOLOGIES, INC.

By:

/s/ Balaji Krishnamurthy

Name: Balaji Krishnamurthy

Title: Chief Financial Officer

[Signature

Page to Credit Agreement]

MORGAN STANLEY SENIOR FUNDING, INC.,

as Administrative Agent

By:

/s/ Jennifer DeFazio

Name: Jennifer DeFazio

Title: Authorized Signatory

[Signature

Page to Credit Agreement]

MORGAN STANLEY SENIOR FUNDING, INC.,

as Lender

By:

/s/ Michael King

Name: Michael King

Title: Authorized Signatory

[Signature

Page to Credit Agreement]

BANK OF AMERICA, N.A.,

as Lender

By:

/s/ Haley Heslip

Name: Haley Heslip

Title: Director

[Signature

Page to Credit Agreement]

deutsche bank ag new york branch,

as Lender

By:

/s/ Kelvyn Correa

Name: Kelvyn Correa

Title: Director

By:

/s/ Alison Lugo

Name: Alison Lugo

Title: Vice President

[Signature

Page to Credit Agreement]

Goldman SACHS BANK USA,

as Lender

By:

/s/ Robert Ehudin

Name: Robert Ehudin

Title: Authorized Signatory

[Signature

Page to Credit Agreement]

Citibank, n.a.,

as Lender

By:

/s/ Daniel Boselli

Name: Daniel Boselli

Title: Vice President

[Signature

Page to Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION,

as Lender

By:

/s/ Aleem Shamji

Name: Aleem Shamji

Title: Managing Director

[Signature

Page to Credit Agreement]

MIZUHO BANK, LTD.,

as Lender

By:

/s/ Edward Sacks

Name: Edward Sacks

Title: Managing Director

[Signature

Page to Credit Agreement]

ROYAL BANK OF CANADA,

as Lender

By:

/s/ Staci Sunshine Gola

Name: Staci Sunshine Gola

Title: Authorized Signatory

[Signature

Page to Credit Agreement]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

as Lender

By:

/s/ Justin Robinson

Name: Justin Robinson

Title: Authorized Signatory

[Signature

Page to Credit Agreement]

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

as Lender

By:

/s/ Andres Barbosa

Name: Andres Barbosa

Title: Managing Director

By:

/s/ Zara Kamal

Name: Zara Kamal

Title: Executive Director

[Signature

Page to Credit Agreement]

BNP Paribas,

as Lender

By:

/s/ Nicolas Doche

Name: Nicolas Doche

Title: Director

By:

/s/ Valentin Detry

Name: Valentin Detry

Title: Vice President

[Signature

Page to Credit Agreement]

pnc bank, national association,

as Lender

By:

/s/ Kathryn McAndrew

Name: Kathryn McAndrew

Title: Senior Vice President

[Signature

Page to Credit Agreement]

ubs ag, stamford branch,

as Lender

By:

/s/ Blake Caruso

Name: Blake Caruso

Title: Director

By:

/s/ Andrea Moore

Name: Andrea Moore

Title: Associate Director

[Signature

Page to Credit Agreement]

WELLS FARGO BANK, N.A.,

as Lender

By:

/s/ Jack Stutesman

Name: Jack Stutesman

Title: Director

[Signature

Page to Credit Agreement]

BANCO Bilbao vizcaya

ARGENTARIA, S.A. NEW YORK BRANCH

as Lender

By:

/s/ Cara Younger

Name: Cara Younger

Title: Managing Director

By:

/s/ Andrew Pargament

Name: Andrew Pargament

Title: Managing Director

[Signature

Page to Credit Agreement]

EX-10.2

Filename: e26328_ex10-2.htm · Sequence: 3

Exhibit

10.2

Execution

Version

AMENDMENT

NO. 1 TO BRIDGE CREDIT AGREEMENT

AMENDMENT

NO. 1 TO BRIDGE CREDIT AGREEMENT, dated as of August 6, 2026 (this “Amendment”),

by and among Uber Technologies, Inc., a Delaware corporation (the “Borrower”),

Morgan Stanley Senior Funding, Inc., as administrative agent, (in such capacity, the “Administrative

Agent”) and the Lenders (as defined below).

I T N E S S E T H:

WHEREAS,

the Borrower, each lender from time to time party thereto (the “Lenders”)

and the Administrative Agent have entered into the Bridge Credit Agreement, dated as of July 16, 2026 (as amended, restated, amended

and restated, modified or supplemented from time to time through the date hereof, the “Credit

Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the

Credit Agreement); and

WHEREAS,

pursuant to Section 10.01 of the Credit Agreement, the Borrower has requested that the Lenders consent to the amendment of certain provisions

of the Credit Agreement as set forth in this Amendment, and subject to the satisfaction of the conditions set forth herein, the Lenders

party hereto (constituting all Lenders under the Credit Agreement) are willing to do so, on the terms set forth herein;

NOW,

THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which

is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION

1. Amendments to Credit Agreement.

Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually

in the same manner as the following example: stricken text)

and add the double-underlined text (indicated textually in the same manner as the following example: double-underlined

text) as set forth in the pages of the Credit Agreement attached as Exhibit

A hereto.

SECTION

2. Representations and Warranties.

The Borrower represents and warrants to the Administrative Agent and the Lenders on the Amendment Effective Date that:

(a) The Borrower is duly organized and validly existing and (i) is, to the extent the concept is applicable in such jurisdiction,

in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business

as now conducted and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is

required, except, in the case of clause (iii), where the failure to do so, individually or in the aggregate, could not reasonably be

expected to result in a Material Adverse Effect.

(b)

The execution, delivery and performance of this Amendment are within the Borrower’s corporate or other organizational powers

and have been duly authorized by all necessary corporate or other organizational and, if required, equity holder action. The Borrower

has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligations, enforceable

in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’

rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) The execution, delivery and performance of this Amendment (i) do not require any consent or approval of, registration or filing

with, or any other action by, any Governmental Authority, except (x) such as have been obtained or made and are in full force and effect

and (y) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make could not reasonably

be expected to have a Material Adverse Effect, (ii) except as could not reasonably be expected to have a Material Adverse Effect, will

not violate any Applicable Law or regulation or any order of any Governmental Authority, (iii) will not violate any charter, by-laws

or other organizational document of the Borrower or any of its Significant Subsidiaries and (iv) except as could not reasonably be expected

to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other

than the agreements and instruments referred to in clause (iii)) binding upon the Borrower or any of its Significant Subsidiaries or

its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Significant Subsidiaries.

SECTION

3. Conditions of Effectiveness of the Amendment.

This Amendment shall become effective on the first date (the “Amendment

Effective Date”) on which the following conditions precedent have been satisfied (or waived):

(a) the Administrative Agent shall have received an executed counterpart (which may include a facsimile or other electronic transmission)

of this Amendment from the Borrower, the Administrative Agent and all Lenders under the Credit Agreement; and

(b)

the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) the

representations and warranties of the Borrower contained in Article V of the Credit Agreement and any other Loan Document, or which are

contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material

respects (or, in the case of any representation or warranty that is qualified by materiality, in all respects) on and as of the Amendment

Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they

shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality,

in all respects) as of such earlier date and (ii) no Default shall exist.

Without

limiting the generality of the provisions of Section 9.03(c) of the Credit Agreement, for purposes of determining compliance with the

conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or

accepted or to be satisfied with, each document or other matter required hereunder 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 Amendment Effective

Date specifying its objection thereto.

SECTION

4. Reference to and Effect on the Credit Agreement

and the other Loan Documents.

(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement,

as amended by this Amendment.

(b)

The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to

be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver

of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any

provision of, or Default or Event of Default under, any of the Loan Documents. On and after the Amendment Effective Date, this Amendment

shall for all purposes constitute a Loan Document.

(d)

The Borrower hereby expressly acknowledges and consents to the terms of this Amendment and reaffirms, as of the date hereof, the

covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements

as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby. The execution of this Amendment

shall not serve to effect a novation of the Obligations.

SECTION

5. Costs and Expenses.

The Borrower hereby agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection

with this Amendment in accordance with Section 10.04 of the Credit Agreement.

SECTION

6. Headings.

Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION

7. Miscellaneous.

Each of the parties hereto hereby agrees that Sections 10.12, 10.15 and 10.18 of the Credit Agreement are incorporated by reference herein,

mutatis mutandis, and shall have the same force and effect with

respect to this Amendment as if originally set forth herein.

SECTION

8. GOVERNING LAW.

THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING

OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,

THE LAW OF THE STATE OF NEW YORK.

[Signature

Pages Follow]

IN WITNESS WHEREOF,

the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first

above written.

UBER TECHNOLOGIES, INC.

By:

/s/ Balaji Krishnamurthy

Name: Balaji Krishnamurthy

Title: Chief Financial Officer

[Signature Page to

Amendment No. 1 to Credit Agreement (Bridge Facility)]

MORGAN STANLEY SENIOR FUNDING, INC., as

Administrative Agent

By:

/s/

Jennifer DeFazio

Name:

Jennifer DeFazio

Title: Authorized Signatory

[Signature Page to

Amendment No. 1 to Credit Agreement (Bridge Facility)]

MORGAN

STANLEY SENIOR FUNDING, INC., as a

Lender

By:

/s/

Katie Bodack

Name:

Katie Bodack

Title:

Authorized Signatory

[Signature Page to

Amendment No. 1 to Credit Agreement (Bridge Facility)]

BANK OF AMERICA, N.A., as a Lender

By:

/s/

Puneet Lakhotia

Name:

Puneet Lakhotia

Title: Director

[Signature Page to

Amendment No. 1 to Credit Agreement (Bridge Facility)]

DEUTSCHE BANK AG NEW YORK BRANCH, as a

Lender

By:

/s/

Jonathan Krissel

Name:

Jonathan Krissel

Title:

Managing Director

By:

/s/

Dina Zhang

Name:

Dina Zhang

Title: Managing Director

[Signature Page to

Amendment No. 1 to Credit Agreement (Bridge Facility)]

EXHIBIT

Amended

Credit Agreement

[See attached]

Execution

VersionExhibit

A – Conformed Credit Agreement

BRIDGE

CREDIT AGREEMENT

Dated as of July

16, 2026

among

UBER

TECHNOLOGIES, INC.,

as the Borrower,

MORGAN

STANLEY SENIOR FUNDING, INC.,

as Administrative Agent,

and

The Other Lenders

Party Hereto

MORGAN

STANLEY SENIOR FUNDING, INC.,

BofA SECURITIES, INC. and

DEUTSCHE BANK SECURITIES INC.,

Joint Lead Arrangers and Joint Bookrunners

BofA

SECURITIES, INC. and

DEUTSCHE BANK SECURITIES INC.

as Syndication Agents

TABLE

OF CONTENTS

Section

Page

Article I. DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Sanctions Provisions

1.07

Interest Rates; Licensing

Article II. the COMMITMENTS and Borrowings

2.01

Loans

2.02

Borrowings, Conversions and Continuations of Loans

2526

2.03

[Reserved]

2.04

[Reserved]

2.05

Prepayments

2.06

Termination or Reduction of Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees

2.11

Evidence of Debt

2.12

Payments Generally; Administrative Agent’s Clawback

2.13

Sharing of Payments by Lenders

3132

2.14

[Reserved]

2.15

[Reserved]

2.16

[Reserved]

2.17

Defaulting Lenders

Article III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

Survival

3940

Article IV. CONDITIONS PRECEDENT TO EFFECTIVENESS AND Borrowings

4.01

Conditions of Effectiveness

4.02

Conditions to Initial Borrowing on the Closing Date

4.03

Conditions to Borrowing after the Closing Date

4.04

Certain Funds Period

Article V. REPRESENTATIONS AND WARRANTIES

5.01

Organization; Powers

5.02

Authorization; Enforceability

5.03

Governmental Approvals; No Conflicts

5.04

Financial Condition; No Material Adverse Change

5.05

[Reserved]

5.06

Litigation Matters

5.07

Compliance with Laws and Agreements[Reserved]

5.08

Investment Company Status

5.09

Margin Stock

5.10

Taxes[Reserved]

5.11

ERISA

5.12

Disclosure

5.13

[Reserved]

4645

5.14

Solvency

4645

5.15

Anti-Terrorism Laws

4645

5.16

Offer

5.17

Beneficial Ownership Certification

Article VI. AFFIRMATIVE COVENANTS

6.01

Financial Statements; Ratings Change and Other Information

6.02

Notices of Default

6.03

Existence; Conduct of Business

6.04

Payment of Taxes

6.05

[Reserved]

6.06

Books and Records; Inspection Rights

6.07

[Reserved]

4948

6.08

Compliance with Laws and Agreements

6.09

Use of Proceeds

6.10

The Offer and Related Matters

6.11

Beneficial Ownership Regulations

Article VII. NEGATIVE COVENANTS

5049

7.01

Subsidiary Indebtedness

5049

7.02

Liens

7.03

Fundamental Changes

5251

7.04

Use of Proceeds

5251

7.05

Financial Covenant

Article VIII. EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

Article IX. ADMINISTRATIVE AGENT

9.01

Appointment and Authority

9.02

Rights as a Lender

5554

9.03

Exculpatory Provisions

5554

9.04

Reliance by Administrative Agent

9.05

Delegation of Duties

9.06

Resignation of Administrative Agent

5756

9.07

Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders

9.08

No Other Duties, Etc.

9.09

Administrative Agent May File Proofs of Claim

9.10

[Reserved]

9.11

Certain ERISA Matters

9.12

Recovery of Erroneous Payments

Article X. MISCELLANEOUS

6059

10.01

Amendments, Etc.

6059

10.02

Notices; Effectiveness; Electronic Communication

6160

10.03

No Waiver; Cumulative Remedies; Enforcement

10.04

Expenses; Indemnity; Damage Waiver

6362

10.05

Payments Set Aside

10.06

Successors and Assigns

10.07

Treatment of Certain Information; Confidentiality

10.08

Right of Setoff

10.09

Interest Rate Limitation

10.10

Integration; Effectiveness

10.11

Survival of Representations and Warranties

10.12

Severability

10.13

Replacement of Lenders

10.14

Governing Law; Jurisdiction; Etc.

10.15

Waiver of Jury Trial

10.16

[Reserved]

10.17

No Advisory or Fiduciary Responsibility

10.18

Electronic Execution; Electronic Records; Counterparts

7271

10.19

USA PATRIOT Act

10.20

[Reserved]

10.21

ENTIRE AGREEMENT

7372

10.22

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

7372

10.23

Judgment Currency

iii

SCHEDULES

2.01 Commitments

and Applicable Percentages

10.02 Administrative

Agent’s Office; Certain Addresses for Notices

EXHIBITS

A Form

of Loan Notice

C Form

of Note

D Form

of Compliance Certificate

E-1 Assignment

and Assumption

E-2 Form

of Administrative Questionnaire

I-1 Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)

I-2 Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)

I-3 Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)

I-4 Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

BRIDGE CREDIT

AGREEMENT

This BRIDGE CREDIT

AGREEMENT (“Agreement”) is entered into as of July

16, 2026, among UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”),

each lender from time to time party hereto (collectively, the “Lenders”

and individually, a “Lender”), and MORGAN STANLEY

SENIOR FUNDING, INC., as Administrative Agent.

The Borrower

has requested that the Lenders provide a bridge loan credit facility, and the Lenders are willing to do so on the terms and conditions

set forth herein.

In consideration

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

Article

DEFINITIONS AND ACCOUNTING TERMS

1.01

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

below:

“Acquisition”

means the acquisition by Bidco of the shares of Target pursuant to the Offer.

“Acquisition

Consideration” means the aggregate amount of cash consideration payable in connection with the Acquisition.

“Administrative

Agent” means Morgan Stanley (or any of its designated branch offices or affiliates) in its capacity as administrative

agent under any of the Loan Documents, or any successor administrative agent.

“Administrative

Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,

account as set forth on Schedule 10.02 with respect to such currency,

or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower

and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit

E-2 or any other form approved by the Administrative Agent.

“Affected

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

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Agent

Parties” has the meaning specified in Section 10.02(c).

“Aggregate

Commitments” means the Commitments of all the Lenders.

“Aggregate

Debt” means the sum of the following as of the date of determination: (1) the lesser of (a) the then outstanding aggregate

principal amount of the Indebtedness of the Borrower and its Material Subsidiaries incurred after the Effective Date and secured by Liens

not permitted under Section 7.02(a) and (b) the fair market value of the assets subject to the Liens referred to in clause (a), as determined

in good faith by the board of directors of the Borrower and (2) the then outstanding aggregate principal amount of all Subsidiary Debt

incurred after the Effective Date and not permitted under Section 7.01(b); provided, that any such Subsidiary Debt will be excluded from

this clause (2) to the extent that such Subsidiary Debt is included in clause (1) of this definition. For the avoidance of doubt, in

no event will the amount of Indebtedness (including Guarantees of such Indebtedness) be required to be included in the calculation of

Aggregate Debt more than once despite the fact that more than one Person is liable with respect to such Indebtedness and despite the

fact that such Indebtedness is secured by the assets of more than one Person.

“Agreement”

means this Bridge Credit Agreement.

“Agreement

Currency” has the meaning specified in Section 10.23.

“Anti-Boycott

Regulations” has the meaning specified in Section 1.06(a).

“Anti-Corruption

Laws” means the FCPA, the U.K. Bribery Act 2010 to the extent applicable, all other applicable anti-corruption laws

of jurisdictions where the Borrower and its Subsidiaries conduct business, and the rules and regulations (if any) thereunder enforced

by any governmental agency.

“Anti-Terrorism

Laws” has the meaning specified in Section 5.15.

“Applicable

Authority” means (a) with respect to ESTR, the applicable administrator for ESTR or any Governmental Authority having

jurisdiction over the Administrative Agent or such administrator with respect to its publication of ESTR, in each case acting in such

capacity and (b) with respect to EURIBOR, the applicable administrator for EURIBOR or any Governmental Authority having jurisdiction

over the Administrative Agent or such administrator with respect to its publication of EURIBOR, in each case acting in such capacity.

“Applicable

Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable

Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of

the Aggregate Commitments represented by such Lender’s Commitment and Loans at such time, subject to adjustment as provided in

Section 2.17 and giving effect to any subsequent assignments and

to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender is

set forth opposite the name of such Lender on Schedule 2.01 or

in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable

Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

Applicable

Rate

Pricing

Level

Debt

Ratings

S&P/Moody’s/Fitch

Commitment

Fee

EURIBOR

Loans

and ESTR Loans

≥

A+/A1/A+

0.05%

0.55%

A/A2/A

0.06%

0.625%

A-/A3/A-

0.07%

0.75%

BBB+/Baa1/BBB+

0.08%

0.875%

BBB/Baa2/BBB

0.10%

1.00%

≤

BBB-/Baa3/BBB-

0.15%

1.25%

The Applicable

Rate set forth above for EURIBOR Loans and ESTR Loans shall be increased by an additional [***] on the (i) 90th day after the Closing

Date, (ii) 180th day after the Closing Date and (iii) 270th day after the Closing Date.

Initially, the

Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section

4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating

shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding

the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if one of such rating

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

faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending

the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior

to such change or cessation.

“Applicable

Time” means, with respect to any Borrowings and payments in Euros, the local time in the place of settlement for Euros

as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal

banking procedures in the place of payment.

“Approved

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

or an Affiliate of an entity that administers or manages a Lender.

“Arrangers”

means Morgan Stanley Senior Funding, Inc., BofA Securities, Inc. and Deutsche Bank Securities Inc., each in their respective capacities

as joint lead arranger and joint bookrunner.

“Asset

Sale” means the sale or other disposition of assets by the Borrower or any Subsidiary outside the ordinary course of

business (as determined in good faith by the Borrower), including issuances of Equity Interests by the Borrower’s Subsidiaries

(excluding (A) asset sales or other dispositions (including issuances of Equity Interests by the Borrower’s Subsidiaries) between

or among the Borrower and its Subsidiaries, (B) the sale, exchange or other disposition of accounts receivable in connection with the

compromise, settlement or collection thereof or a receivables securitization program or other customary receivables financings with respect

thereto, (C) asset sales and other dispositions of margin stock (within the meaning of Regulation U issued by the FRB), including in

connection with the settlement or repurchase of exchangeable notes issued by the Borrower, (D) issuance of Equity Interests by subsidiaries

formed for the purpose of financing projects, construction or the acquisition, development or improvement of real property, and (E) asset

sales and other dispositions (including issuance of Equity Interests by the Borrower’s Subsidiaries), the Net Cash Proceeds of

which do not exceed $1,000,000,000 in any single transaction or related series of transactions or $2,000,000,000 in the aggregate (and

only any amount in excess of such threshold amounts shall constitute Net Cash Proceeds)).

“Assignment

and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent

of any party whose consent is required by Section 10.06(b)), and

accepted by the Administrative Agent, in substantially the form of Exhibit

E-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative

Agent.

“Availability

End Date” means the first to occur of: (i) receipt by the Administrative Agent of written notice of termination of this

Agreement from the Borrower, (ii) the consummation of all components of the Acquisition (including the repurchase, redemption or other

repayment of all outstanding Convertible Notes of the Target, and all fundings under this Agreement to be made in connection therewith,

whether or not funded on the Closing Date) pursuant to the Business Combination Agreement, (iii) the abandonment (upon written notification

by the Borrower to the Administrative Agent) or termination (in writing in accordance with its terms) by the Borrower of the Business

Combination Agreement, (iv) the date that is fiveseven

Business Days after the Long Stop Date unless the Closing Date has occurred on or before such date,

and (v) the date that is 20 months60

days after the Effective

DateOffer

Completion (as defined in the Business Combination Agreement),

unless the Closing Date has occurred on or before such date as

in effect on the date hereof), which shall not in any event extend beyond January 20, 2028.

“Availability

Period” means the period from and including the Effective Date to the earlier of (a) the Availability End Date and (b)

the date of termination of all of the Aggregate Commitments pursuant to Section

2.06 or Section 2.05.

“BaFin”

means the German Federal Supervisory Authority for Financial Services (Bundesanstalt

für Finanzdienstleistungsaufsicht).

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect

of any liability of an Affected Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the

European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member

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

I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates

(other than through liquidation, administration or other insolvency proceedings).

“Bank

Charge” means (a) any amount payable by any Lender, the Administrative Agent, or any of their Affiliates on the basis

of, or in relation to, its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital

or any combination thereof (including, without limitation, the United Kingdom bank levy as set out in Schedule 19 to the Finance Act

2011 and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities taxes

(or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February

2011 which has been enacted and which has been formally announced as proposed as at the date of this Agreement) and (b) any bank surcharge

or banking corporation tax surcharge as set out in the Finance (No. 2) Act 2015 and any other surcharge or tax of a similar nature implemented

in any other jurisdiction.

“Beneficial

Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial

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

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,

(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of

ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee

benefit plan” or “plan”.

“Bidco”

means Uber International Technologies II Corporation, a Delaware corporation and a wholly-owned Subsidiary of the Borrower.

“Borrower”

has the meaning specified in the introductory paragraph hereto.

“Borrower

Materials” means all written information and other written materials provided by the Borrower to the Administrative

Agent or any Lender pursuant to or in connection with this Agreement, including materials posted to the Platform.

“Borrowing”

means a borrowing consisting of simultaneous Loans of the same Type, in the same currency, and, in the case of EURIBOR Loans, having

the same Interest Period made by each of the Lenders on each Funding Date pursuant to Section 2.01.

“Business

Combination Agreement” means the business combination agreement to be entered into between Bidco, the Borrower and the

Target in connection with the Acquisition on or about the Effective Date.

“Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under

the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located (or, solely for the purpose

of Section 2.01, on which commercial banks are authorized to close,

or are in fact closed, in Frankfurt am Main, Germany); provided that if such day relates to any interest rate settings as to a EURIBOR

Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such EURIBOR Loan, or any other

dealings in Euro to be carried out pursuant to this Agreement in respect of any such EURIBOR Loan, means a Business Day that is also

a TARGET Day.

“Capital

Lease” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as

a capital lease or financing lease.

“Capital

Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of

(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required

to be classified and accounted for as capital leases or financing leases (and, for the avoidance of doubt, not as an operating lease)

on both the balance sheet and statements of operations of such Person under GAAP, and the amount of such obligations shall be the amount

required to be reflected as a liability on a balance sheet of such Person determined in accordance with GAAP; provided

that, for the avoidance of doubt, any obligations relating to a lease that was accounted for by such Person as an operating

lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations

relating to an operating lease and not as Capital Lease Obligations.

“Cash

Confirmation Agreement” means that certain Cash Confirmation Agreement, dated as of the date hereof, between the Borrower

and Morgan Stanley Europe SE.

“Certain

Funds Period” means the period from and including the Effective Date and ending on the date upon which all of the Commitments

have been funded or terminated in accordance with the terms hereof.

“Change

in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of

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

implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or

directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and

all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all

requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision

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

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

“Change

of Control” means: the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d)

of the Exchange Act, proxy, vote, written notice or otherwise) that any “person” or “group” (as such terms are

used in Sections 13(d) and 14(d) of the Exchange Act), is or has become the “beneficial owner” (as such term is used in Rules

13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower; provided,

however, that

for purposes of this clause (1) such person or group shall be deemed to have “beneficial ownership”

of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the

passage of time, directly or indirectly; and provided, further,

that a transaction will not be deemed to involve a Change of Control under

this clause (1) if (a) the Borrower becomes a direct or indirect wholly owned subsidiary of another Person, and

(b)(i) the direct or indirect holders of the Voting Stock of such Person immediately following that transaction are substantially the

same as the holders of the Borrower’s Voting Stock immediately prior to that transaction or (ii) immediately following that

transaction no “person” or “group” (other than a Person satisfying the requirements of this sentence) is the

beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Closing

Date” means the Business Day during the Availability Period on which (a) all the conditions precedent in Section

4.02 are satisfied or waived in accordance with Section 10.01 and (b) the first Funding Date occurs.

“CME”

means CME Group Benchmark Administration Limited.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Commitment”

means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section

2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule

2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount

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

“Commitment

Termination Date” has the meaning specified in Section 2.09(a).

“Communication”

means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,

disclosure or authorization related to any Loan Document.

“Conforming

Changes” means, with respect to the use, administration of or any conventions associated with EURIBOR or any proposed

Successor Rate for Dollars or Euros, as applicable, any conforming changes to the definitions of “ESTR”, “EURIBOR”

and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative

or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests

or prepayment, conversion or continuation notices and length of lookback periods and the day basis for calculating interest for the applicable

currency) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable

rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice

for such currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively

feasible or that no market practice for the administration of such rate for such currency exists, in such other manner of administration

as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other

Loan Document).

“Connection

Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that

are franchise Taxes or branch profits Taxes.

“Consolidated

Adjusted EBITDA” means, for any period, Consolidated Net Income for such period plus,

without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum

of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions,

discounts and other fees and charges associated with Indebtedness, plus expenses associated with the equity component of, and any mark-to-market

losses with respect to, Convertible Notes, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but

not limited to, goodwill), (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash stock option and

other equity-based compensation expenses and payroll tax expense related to stock option and other equity-based compensation expenses,

(g) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any of its Subsidiaries for such period, including

any write-down of intangibles (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes

an accrual of, or a reserve for, cash charges for any future period), including, for the avoidance of doubt, non-cash foreign currency

translation losses and any unrealized losses in respect of Swap Contracts (including non-cash losses related to currency remeasurement

of Indebtedness); provided, however that cash payments made in

such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss

incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period) shall

be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA in the period when such payments are made, (h)

transition, integration and similar fees, charges and expenses related to acquisitions or dispositions, (i) restructuring charges or

reserves including write-downs and write-offs, including any one-time costs incurred in connection with acquisitions or dispositions

and costs related to the closure, consolidation and integration of facilities, information technology infrastructure and legal entities,

and severance and retention bonuses; (j) the amount of cost savings and synergies projected by the Borrower in good faith to be realized

as a result of an acquisition not prohibited hereunder, in each case within the four consecutive fiscal quarters following the consummation

of such acquisition (or following the consummation of the squeeze-out merger in the case of an acquisition structured as a two-step transaction),

calculated as though such cost savings and synergies had been realized on the first day of such period and net of the amount of actual

benefits received during such period from such acquisition; provided

that (i) a duly completed certificate signed by a Responsible Officer or a Financial Officer shall be delivered to the Administrative

Agent certifying that such cost savings and synergies are reasonably expected and factually supportable in the good faith judgment of

the Borrower and (ii) no cost savings or synergies shall be added pursuant to this clause (j) to the extent duplicative of any expenses

or charges otherwise added to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period (provided

that notwithstanding anything to the contrary, the amount that may be added back pursuant to clauses (h), (i), (j) and (l)

may not in the aggregate for any four fiscal quarter period exceed 15% of Consolidated Adjusted EBITDA for such period (determined without

giving effect to any such adjustment pursuant to such clauses (h), (i), (j) and (l))), (k) costs, expenses, settlements and charges related

to, arising out of or made in connection with legal proceedings and regulatory matters (provided

that the amount that may be added back pursuant to this clause (k) may not in the aggregate for any four fiscal quarter period

exceed 15% of Consolidated Adjusted EBITDA for such period (determined without giving effect to any such adjustment pursuant to this

clause (k))), (l) costs, fees, charges and losses in respect of discontinued operations, (m) adjustments relating to purchase price

allocation accounting, and (n) fees and expenses directly related to the Transactions, the incurrence of any Indebtedness permitted hereunder,

the offering of any Equity Interests by the Borrower and any acquisition or disposition transactions, minus,

to the extent included in the statement of such Consolidated Net Income for such period (and without duplication), the sum of (a) interest

income, (b) any extraordinary income or gains determined in accordance with GAAP, and (c) any other non-cash income (excluding any items

that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in

the parenthetical to clause (g) above), including for the avoidance of doubt non-cash foreign currency translation gains (including non-cash

gains related to currency remeasurement of Indebtedness), mark-to-market gains in respect of Convertible Notes and unrealized gains in

respect of Swap Contracts, all as determined on a consolidated basis.

Consolidated

Adjusted EBITDA shall be calculated after giving effect on a pro forma basis for the applicable Measurement Period to any asset sales

or other dispositions or acquisitions, investments, mergers, consolidations and discontinued operations (as determined in accordance

with GAAP) by Borrower and its Subsidiaries (1) that have occurred during such Measurement Period or at any time subsequent to the last

day of such Measurement Period and on or prior to the date of the transaction in respect of which Consolidated Adjusted EBITDA is being

determined and (2) that the Borrower determines in good faith are outside the ordinary course of business, in each case as if such asset

sale or other disposition or acquisition, investment, merger, consolidation or disposed operation occurred on the first day of such Measurement

Period. For purposes of this definition, pro forma calculations shall be made in accordance with Article 11 of Regulation S-X under the

Securities Act; provided that the Borrower shall not be required to give pro forma effect to any transaction that it does not in good

faith deem material. Such pro forma calculations shall be made in good faith by a Financial Officer of the Borrower.

“Consolidated

Interest Expense” means the total interest expense of the Borrower and its Subsidiaries for such period as determined

on a consolidated basis in accordance with GAAP.

“Consolidated

Net Income” means, for any period, the net income or loss of the Borrower and its Subsidiaries for such period, determined

on a consolidated basis in conformity with GAAP.

“Consolidated

Subsidiaries” means, as of any date of determination and with respect to any Person, those Subsidiaries of that Person

whose financial data is, in accordance with GAAP, reflected in that Person’s consolidated financial statements.

“Consolidated

Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries

calculated in accordance with GAAP as of the end of the most recent fiscal quarter for which financial statements are available (giving

pro forma effect to any acquisition or disposition of asset or other property of the Borrower or any of its Subsidiaries that has occurred

since the end of such fiscal quarter as if such acquisition or disposition had occurred on the last day of such fiscal quarter); provided

that no pro forma effect shall be given to any acquisition or disposition (or series of related acquisitions or dispositions) with aggregate

consideration of less than $1,000,000,000.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling”

and “Controlled” have meanings correlative thereto.

“Convertible

Notes” means debt securities or Indebtedness that are convertible into or exchangeable for any combination of Equity

Interests and/or cash.

“CPRA”

has the meaning specified in Section 10.07.

“Debt

Issuance” means the incurrence of Indebtedness for borrowed money by the Borrower or any of its Subsidiaries (excluding

(i) Indebtedness owed among the Borrower and its Subsidiaries, (ii) borrowings under the Existing Credit Agreement and any refinancing

thereof in an amount not to exceed $8,000,000,000 in the aggregate, (iii) any ordinary course working capital facilities, cash management,

letter of credit, factoring, surety bonds, local credit facilities or lines of credit of Foreign Subsidiaries or overdraft facilities,

(iv) issuances of commercial paper and refinancings thereof, (v) purchase money indebtedness or equipment financing incurred in the ordinary

course of business, (vi) issuances of Convertible Notes in an aggregate amount not to exceed $2,500,000,000, (vii) capital leases incurred

in the ordinary course of business, (viii) indebtedness incurred in connection with leases, receivables securitization programs and other

customary receivables financings, (ix) other Indebtedness to the extent the Net Cash Proceeds of which are utilized or to be utilized

to refinance any Indebtedness for borrowed money of any of the Borrower and its Subsidiaries to the extent the issuance or incurrence

of such Indebtedness occurs within 15 months of the maturity of the applicable Indebtedness being refinanced and pay any fees or other

amounts in respect thereof (including any prepayment or redemption premiums and accrued interest thereon), (x) Indebtedness incurred

to finance projects, construction or the acquisition, development or improvement of real property, (xi) any Qualifying Bank Facility

that reduces the Commitments pursuant to Section 2.06(b)(iv) and

(xii) other Indebtedness for borrowed money that, when taken together with all Equity Issuances pursuant to clause (E) of the definition

thereof, do not exceed an outstanding principal amount of $4,000,000,000 in the aggregate).

“Debt

Rating” means, as of any date of determination, the rating as determined by S&P, Moody’s or Fitch (collectively,

the “Debt Ratings”) of the Borrower’s non-credit-enhanced,

senior unsecured long-term debt; provided that if at any time

there is a split in the Debt Ratings issued by the three rating agencies (with the Debt Rating for Level 1 being the highest and the

Rating for Level 6 being the lowest), and (i) if only one of the rating agencies shall have in effect a Debt Rating, then such Debt Rating

shall apply; (ii) if only two rating agencies shall have in effect a Debt Rating, and such Debt Ratings differ by one level, then the

Level for the higher of the two Debt Ratings shall apply; (iii) if only two rating agencies shall have in effect a Debt Rating, and there

is a split in Debt Ratings of such rating agencies of more than one level, then the Level that is one Level lower than the higher of

the two Debt Ratings shall apply; (iv) if three rating agencies shall have in effect a Debt Rating, and any two or three of the Debt

Ratings are the same, then the Level shall be determined by reference to such Debt Ratings; and (v) if three rating agencies shall have

in effect a Debt Rating and each Debt Rating is in a different Level, the Level that is the middle of the three ratings shall apply.

If the Borrower does not have any Rating, Pricing Level 6 shall apply.

“Debtor

Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,

assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default

Rate” means, when used with respect to Obligations, an interest rate equal to (i) ESTR plus

(ii) the Applicable Rate, if any, applicable to ESTR Loans plus

(iii) 2% per annum; provided, however,

that with respect to a EURIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable

Rate) otherwise applicable to such Loan plus 2% per annum.

“Defaulting

Lender” means, subject to Section 2.17(b), any

Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required

to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result

of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with

any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative

Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified

the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has

made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan

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

precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied),

(c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to

the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided

that such Lender shall cease to be a Defaulting Lender pursuant to this clause

(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or

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

custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or

liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority

acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in

that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not

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

or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm

any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender

under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall

be deemed to be a Defaulting Lender (subject to Section 2.17(b))

as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by

the Administrative Agent to the Borrower and each Lender promptly following such determination.

“Dollar”

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

“Dollar

Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars,

such amount, and (b) if such amount is expressed in Euros, the equivalent of such amount in Dollars determined by using the rate of exchange

for the purchase of Dollars with Euros last provided (either by publication or otherwise provided to the Administrative Agent) by the

applicable Bloomberg or Reuters source (or such other publicly available source for displaying exchange rates) on the date that is two

(2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such

rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination

it deems appropriate in its sole discretion). Any determination by the Administrative Agent pursuant to clause (b) above shall be conclusive

absent manifest error.

“Domestic

Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District

of Columbia.

“Duration

Fee” has the meaning specified in Section 2.09(c).

“EEA

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

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

an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which

is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with

its parent.

“EEA

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

“EEA

Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority

of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective

Date” means the first date all the conditions precedent in Section

4.01 are satisfied or waived in accordance with Section 10.01.

“Electronic

Copy” shall have the meaning specified in Section 10.18.

“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.

“Eligible

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

10.06(b)(iii), and (v) (subject to such consents, if

any, as may be required under Section 10.06(b)(iii)).

“Environmental

Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,

orders, decrees, permits, concessions, grants, franchises, licenses or governmental restrictions relating to pollution and the protection

of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air

emissions and discharges to waste or public systems.

“Environmental

Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental

remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental

Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any

Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement

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

“Equity

Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests

in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock

of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital

stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from

such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,

member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests

are outstanding on any date of determination; provided that Equity Interests shall not include any Convertible Notes.

“Equity

Issuance” means the issuance of any Equity Interests by the Borrower (excluding (A) issuances pursuant to employee

stock plans or other benefit or employee incentive arrangements, any non-employee director compensation plan or pursuant to the exercise

or vesting of any employee or director stock options, restricted stock, warrants or other equity awards or pursuant to dividend reinvestment

programs, (B) issuances to the Borrower or any of its Subsidiaries, (C) issuances as consideration for any acquisition, (D) issuances

of Equity Interests upon the conversion, exchange, repurchase or other settlement of any Convertible Notes or any related warrants or

other equity derivatives and (E) other issuances generating Net Cash Proceeds that, when taken together with all Debt Issuances pursuant

to clause (ix) of the definition thereof, do not exceed $4,000,000,000 in the aggregate).

“ERISA”

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

“ERISA

Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the

meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section

412 of the Code).

“ERISA

Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower, any

Significant Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity

was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated

as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower, any Significant Subsidiary

or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of

intent to terminate a Pension Plan, or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA;

(e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds

under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the

determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections

430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA,

other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower, any Significant Subsidiary or any

ERISA Affiliate; or (i) a failure by the Borrower, any Significant Subsidiary or any ERISA Affiliate to meet all applicable requirements

under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower, any Significant

Subsidiary or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“ESTR”

means a rate per annum equal to the Euro Short Term Rate as administered by the European Central Bank (or any other person which takes

over the administration of that rate) published by the European Central Bank (or any other person which takes over publication of that

rate).

“ESTR

Loan” means a Loan that bears interest based on ESTR.

“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or

any successor person), as in effect from time to time.

“EURIBOR”

means, for any Interest Period, with respect to any Borrowing denominated in Euros, the rate per annum equal to the Euro Interbank Offered

Rate as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may

be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest

Period with a term equivalent to such Interest Period; provided,

that, if EURIBOR shall be less than zero, such rate shall be deemed

zero for purposes of this Agreement.

“EURIBOR

Loan” means a Loan that bears interest at a rate based on the definition of “EURIBOR.”

“Euro”

and “€” mean the single currency of the Participating

Member States.

“Euro

Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Euros, such

amount and (b) if such amount is expressed in Dollars or such currency other than Euros, the equivalent of such amount in Euros determined

either (i) by using the rate of exchange for the purchase of Euros with Dollars or such other currency last provided (either by publication

or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately

preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase

of Euros with Dollars or such other currency, as provided by such other publicly available information service which provides that rate

of exchange at such time in place of the applicable Reuters source chosen by the Administrative Agent in its reasonable discretion, consistent

with then-prevailing market practice (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent

of such amount as determined by the Administrative Agent using any method of determination it deems appropriate in its reasonable discretion,

consistent with then-prevailing market practice) or (ii) using any method of determination mutually agreed by the Borrower and the Administrative

Agent their reasonable discretion that is consistent with then-prevailing market practice.

“Event

of Default” has the meaning specified in Section 8.01.

“Excluded

Subsidiary” means any of (a) any captive insurance Subsidiary, (b) any Subsidiary for which the primary purpose is to

finance the purchase of motor vehicles, (c) any Subsidiary of the Subsidiaries described in clauses (a) and (b) of this definition and

(d) each Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries described in clauses

(a), (b) and (c) of this definition.

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted

from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits

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

in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or

(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for

the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on

which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower

under Section 3.06(b)) or (ii) such Lender changes its Lending

Office, except in each case to the extent that, pursuant to Section 3.01(b),

amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party

hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to

comply with Section 3.01(g), (d) any withholding Taxes imposed

under FATCA and (e) any Bank Charge.

“Executive

Order” has the meaning specified in Section 5.15.

“Existing

Credit Agreement” means that certain Credit Agreement, dated as of September 26, 2024, among the Borrower, Bank of America,

N.A., as administrative agent and letter of credit issuer, the other letter of credit issuers party thereto, and the other lenders party

thereto.

“FASB

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

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted

pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the

Code.

“FCPA”

means the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended.

“Federal

Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such

day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York

shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank

of New York as the federal funds effective rate; provided that

if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee

Letter” means that certain Fee and Syndication Letter, dated as of the Effective Date, between the Borrower and each

of the Administrative Agent and the Arrangers.

“Final

Settlement Date” means the date on which all payments to be made by Bidco in connection with the Offer to settle acceptances

during the Initial Acceptance Period pursuant to Section 16(1) of the German Takeover Code and the Subsequent Acceptance Period pursuant

to Section 16(2) of the German Takeover Code have been made.

“Financial

Officer” means any of the chief financial officer, principal accounting officer, vice president of finance, vice president

of corporate development, treasurer or corporate controller or most senior financial officer of the Borrower.

“Fitch”

means Fitch Ratings Ltd., and any successor thereto.

“Foreign

Lender” means a Lender that is not a U.S. Person. For purposes of this definition, the United States, each State thereof

and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign

Subsidiary” means any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“FRB”

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

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in

commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding

Date” has the meaning specified in Section 2.01.

“Funding

Fee” has the meaning specified in Section 2.09(d).

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are

applicable to the circumstances as of the date of determination, consistently applied.

“German

Takeover Code” means the German Securities Acquisition and Takeover Code (Wertpapiererwerbs-

und Übernahmegesetz).

“Governmental

Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial

Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central

Bank).

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing

any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether

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

funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services

for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness

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

of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv)

entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment

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

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

is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount

of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion

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

respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding

meaning.

“Hazardous

Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or

other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,

per- and polyfluoroalkyl substances, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated

pursuant to any Environmental Law.

“Historic

ESTR” means, for any date of determination, the most recent ESTR for a day which is no more than five (5) Business Days

before such date of determination.

“Indebtedness”

of any specified Person means any obligation for borrowed money.

For

the avoidance of doubt, Indebtedness with respect to any Person only includes indebtedness for the repayment of money provided to such

Person, and does not include any other kind of indebtedness or obligation notwithstanding that such other indebtedness or obligation

may be evidenced by a note, bond, debenture or other similar instrument, may be in the nature of a financing transaction, or may be an

obligation that under GAAP is classified as “debt” or another type of liability, whether required to be reflected on the

balance sheet of such Person or otherwise. For the further avoidance of doubt, the inclusion of specific obligations under Section 7.01(b)

shall not create any implication that any such obligations constitute Indebtedness.

“Indemnified

Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of

any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees”

has the meaning specified in Section 10.04(b).

“Information”

has the meaning specified in Section 10.07.

“Interest

Payment Date” means, (a) as to any ESTR Loan, the last Business Day of each March, June, September and December and

the Maturity Date and (b) as to any EURIBOR Loan, the last Business Day of the Interest Period applicable to such EURIBOR Loan and the

Maturity Date; provided, however,

that if any Interest Period for a EURIBOR Loan exceeds three months, the respective dates that fall every three months after the beginning

of such Interest Period shall be Interest Payment Dates.

“Interest

Period” means as to each EURIBOR Loan, the period commencing on the date such EURIBOR Loan is disbursed or converted

to or continued as a EURIBOR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability),

as selected by the Borrower in its Loan Notice; provided that:

(i) any

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

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

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

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

such Interest Period; and

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

“IRS”

means the United States Internal Revenue Service.

“Joint

Venture” means, with respect to any Person, any partnership, corporation or other entity in which up to and including

50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its subsidiaries.

“Judgment

Currency” has the meaning specified in Section 10.23.

“Laws”

means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,

codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental

Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not

having the force of law.

“Lender”

has the meaning specified in the introductory paragraph hereto.

“Lending

Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative

Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which

office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context

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

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance

on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement

in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement,

and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

has the meaning specified in Section 2.01.

“Loan

Documents” means this Agreement, including schedules and exhibits hereto, each Note, each Assignment and Assumption,

the Fee Letter and any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any other

Loan Document.

“Loan

Notice” means a notice of (a) a Borrowing or (b) a continuation of EURIBOR Loans, pursuant to Section

2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic

transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer or

a Financial Officer of the Borrower.

“Long

Stop Date” has the meaning given to the term “Long-Stop Date” in the Business Combination Agreement.

“Major

Event of Default” means any Event of Default under (a) Section 8.01(a) (Non-Payment), (b) Section 8.01(f) (Insolvency

Proceedings, Etc.) (but solely with respect to the Borrower), (c) Section 8.01(b) (Specific Covenants), but only to the extent relating

to a breach of clause (a) or (b) of Section 6.10 (The Offer and Related Matters) and (d) Section 8.01(d) (Representations and Warranties),

but only to the extent relating to a breach of any Major Representation.

“Major

Representations” means the representations and warranties of the Borrower contained in Section 5.01 (Organization; Powers),

but solely with respect to the Borrower, Section 5.02 (Authorization; Enforceability) and Section 5.16 (Offer).

“Material

Adverse Effect” means a material adverse effect on (A) the business, property, financial condition or results of operations

of the Borrower and its Subsidiaries, taken as a whole or (B) the rights of or remedies available to the Administrative Agent or any

Lender under this Agreement (other than due to the action or inaction of the Administrative Agent or the Lenders).

“Material

Subsidiary” means any Subsidiary of the Borrower (other than any Excluded Subsidiary) that generates on an individual

basis more than 10% of the consolidated operating income of the Borrower and its Subsidiaries before depreciation and amortization for

the eight most recently ended consecutive fiscal quarters. For the avoidance of doubt, any Subsidiary that has generated operating loss

before depreciation and amortization for the eight most recently ended consecutive fiscal quarters shall not be deemed a Material Subsidiary.

“Maturity

Date” means the date that is 364 days after the Closing Date; provided,

however, that if such date is not a Business Day, the Maturity

Date shall be the next preceding Business Day.

“Maximum

Rate” has the meaning specified in Section 10.09.

“Measurement

Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower for which

financial statements have been or are required to have been filed with the SEC.

“Moody’s”

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

“Morgan

Stanley” means Morgan Stanley Senior Funding, Inc. and its successors.

“MS

Group” has the meaning specified in Section 9.03(e).

“Multiemployer

Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower,

any Significant Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years,

has made or been obligated to make contributions.

“Multiple

Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower, any Significant Subsidiary

or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net

Cash Proceeds” means:

(a) with

respect to any sale or other disposition of assets outside the ordinary course of business by the Borrower or any of its Subsidiaries,

the excess, if any, of (i) the cash received in connection therewith (including any cash received by way of deferred payment pursuant

to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) payments made to

retire any indebtedness that is secured by such asset and that is required to be repaid in connection with the sale thereof, (B) the

fees and expenses incurred by the Borrower and its Subsidiaries in connection therewith, (C) taxes paid or reasonably estimated to be

payable by the Borrower and its Subsidiaries in connection with such transaction, (D) the funded escrow established pursuant to the documents

governing such dispositions to secure indemnification and purchase price adjustments; provided that any amounts released from escrow

shall constitute Net Cash Proceeds; and (E) the amount of reserves established by the Borrower and its Subsidiaries in good faith and

pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with

GAAP; provided that if the amount of such reserves exceeds the

amounts charged against such reserves, then such excess, upon the determination thereof, shall then constitute Net Cash Proceeds; provided,

further, that if no Event of Default exists and the Borrower shall

deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following

receipt of any such proceeds setting forth the Borrower’s intention to use any portion of such proceeds in assets or operations

useful in the business of the Borrower and its Subsidiaries, or to acquire Equity Interests in, or all or substantially all the assets

of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person within

the Reinvestment Period, such portion of such proceeds shall not constitute Net Cash Proceeds except to the extent not, within the Reinvestment

Period, so used;

(b)

with respect to incurrence of Indebtedness for borrowed money by the Borrower or any of its

Subsidiaries, the excess, if any, of (i) cash received by the Borrower and its Subsidiaries in connection with such incurrence, issuance,

offering or placement over (ii) the sum of (A) payments made to retire any indebtedness that is required to be repaid in connection with

such issuance, offering or placement (other than the Loans) and (B) the underwriting discounts and commissions and other fees and expenses

incurred by the Borrower and its Subsidiaries in connection with such incurrence, issuance, offering or placement; and

respect to the issuance of any Equity Interests by the Borrower, the excess of (i) the cash received by the Borrower in connection with

such issuance over (ii) the underwriting discounts and commissions and other fees and expenses incurred by the Borrower and its Subsidiaries

in connection with such issuance.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all

Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting

Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note”

means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of

Exhibit C.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or

otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due

or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against

the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,

regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include

(a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by the Borrower under

any Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Administrative

Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.

“OFAC”

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

“Offer”

means the voluntary public takeover offer (freiwilliges öffentliches

Übernahmeangebot) made or to be made by Bidco to the shareholders of the Target pursuant to the German Takeover Code

for the acquisition of all the shares in the Target on the terms and conditions of the Business Combination Agreement.

“Offer

Document” means the offer document (Angebotsunterlage)

relating to the Offer and published or to be published by Bidco pursuant to Section 14(3) of the German Takeover Code (as amended or

supplemented from time to time in compliance with the terms of the Business Combination Agreement).

“Organization

Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the

bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited

liability company, the certificate or articles of formation or organization and operating or limited liability agreement (or equivalent

or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture,

trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or

equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) and any agreement, instrument, filing or notice

with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction

of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent

or comparable constitutive documents with respect to any non-U.S. jurisdiction).

“Other

Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection

between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,

become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged

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

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that

arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection

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

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

3.06).

“Overnight

Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds

Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,

and (b) with respect to any amount denominated in Euros, an overnight rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation.

“Participant”

has the meaning specified in Section 10.06(d).

“Participant

“Participating

Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency

in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PATRIOT

Act” has the meaning specified in Section 10.19.

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension

Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans

set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension

Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained

or is contributed to by the Borrower, any Significant Subsidiary and any ERISA Affiliate or with respect to which the Borrower, any Significant

Subsidiary or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards

under Section 412 of the Code.

“Permitted

Liens” means:

(1) Liens

on any assets, created solely to secure obligations incurred to finance the refurbishment, improvement or construction (which term includes,

for avoidance of doubt, development, creation and production) of such asset, which obligations are incurred no later than 12 months after

completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or refundings

of such obligations;

(2) (a)

Liens given to secure the payment of the purchase price or other acquisition, installation or construction (which term includes, for

avoidance of doubt, development, creation and production) costs incurred in connection with the acquisition (including acquisition through

merger or consolidation) of any Principal Property, including Capital Lease transactions in connection with any such acquisition and

including any purchase money Liens, and (b) Liens existing on any Principal Property at the time of acquisition (including acquisition

through merger or consolidation) thereof or at the time of acquisition by the Borrower or any Material Subsidiary of any Person then

owning such property whether or not such existing Liens were given to secure the payment of the purchase price of the property to which

they attach; provided that with respect to clause (a), the Liens

shall be given within 12 months after such acquisition and shall attach solely to the Principal Property acquired or purchased and any

improvements then or thereafter placed thereon and any proceeds thereof, accessions thereto and insurance proceeds thereof;

(3) Liens

in favor of the Borrower or a Subsidiary;

(4) Liens

on any Principal Property in favor of the Governmental Authority or any foreign governmental authorities to secure progress or other

payments or to secure Indebtedness incurred for the purpose of financing the cost of acquiring, constructing or improving such Principal

Property;

(5) Liens

imposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and other similar Liens arising in the ordinary

course of business, Liens in connection with legal proceedings and Liens arising solely by virtue of any statutory, common law or contractual

provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to securities accounts, deposit accounts

or other funds maintained with a creditor depository institution;

(6) Liens

for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties for non-payment

or which are being contested in good faith by appropriate proceedings diligently conducted, if, to the extent required by GAAP, adequate

reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(7) Liens

to secure the performance of bids, trade or commercial contracts (including insurance contracts), government contracts, purchase, construction,

sales and servicing contracts (including utility contracts), leases, statutory obligations, surety, stay, customs and appeal bonds, performance

bonds and other obligations of a like nature, in each case, in the ordinary course of business, deposits as security for contested taxes,

import or customs duties, liabilities to insurance carriers or for the payment of rent, and Liens to secure letters of credit, Guarantees,

bonds or other sureties given in connection with the foregoing obligations or in connection with workers’ compensation, unemployment

insurance or other types of social security or similar laws and regulations;

(8)

licenses and sublicenses of intellectual property of the Borrower and its Material Subsidiaries and leases and subleases

of property granted to others in the ordinary course of business not in any way interfering in any material respect with the business

of the Borrower and its Subsidiaries;

(9) Liens

upon specific items of inventory or other goods, documents of title and proceeds of any Person securing such Person’s obligation

in respect of letters of credit or banker’s acceptances issued or created in the ordinary course of business for the account of

such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(10) Liens

on stock, partnership or other equity interests in any Joint Venture of the Borrower or any of its Material Subsidiaries or in any Material

Subsidiary that owns an equity interest in a Joint Venture to secure Indebtedness contributed or advanced solely to that Joint Venture;

provided that, in each case, the Indebtedness secured by such

Lien is not secured by a Lien on any other property of the Borrower or any Material Subsidiary;

(11) Liens

and deposits securing netting services, business credit card or purchase card programs, overdraft protection and other treasury, depository,

Swap Contracts and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund

transfer or payment processing services;

(12) Liens

on, and consisting of, deposits made by the Borrower to discharge or defease this Agreement or any other Indebtedness;

(13) Liens

on insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums;

(14) easements,

rights of way, covenants, restrictions, minor encroachments, protrusions, municipal and zoning and building ordinances and similar charges,

encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and other

similar charges and encumbrances and Liens in favor of governmental authorities and public utilities, that do not materially interfere

with the ordinary course of business of the Borrower and its Subsidiaries, taken as a whole;

(15) Liens

in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation

of goods and Liens deemed to exist in connection with investments in repurchase agreements;

(16)

Liens in respect of judgments that do not constitute an Event of Default under Section 8.01(h) and Liens securing appeal or surety bonds

related to such judgments;

(17)

Liens on the Equity Interests of Excluded Subsidiaries;

(18)

the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or any Material

Subsidiary in the ordinary course of its business;

(19)

Uniform Commercial Code financing statements filed (or similar filings under applicable law) solely as a precautionary measure in connection

with operating leases;

(20)

in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained

in agreements relating to such sale or transfer pending the completion thereof;

(21)

Liens on earnest money deposits of cash or cash equivalents made in connection with any acquisition;

(22)

Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with

the Borrower or any of its Material Subsidiaries in the ordinary course of business;

(23)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating

to such letters of credit and products and proceeds thereof;

(24)

Liens on blocked, segregated, pledged or escrow accounts, and the cash, cash equivalents or other property held therein, pending the

applications of such property to a use not prohibited by the terms of this agreement, including, without limitation, amounts held in

the Blocked Account (as defined in the Cash Confirmation Agreement) pending consummation of the Acquisition and payment of the Acquisition

Consideration; and

(25)

Liens on margin stock (within the meaning of Regulation U issued by the FRB); and

(2526) any

extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part,

of any Lien referred to in clauses (1) through (2425)

above, inclusive.

For

the avoidance of doubt, the inclusion of specific Liens in this definition of “Permitted Liens” shall not create any implication

that the obligations secured by such Liens constitute Indebtedness.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees

of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf

of any of its employees.

“Platform”

means an Internet or intranet website, or any other information delivery system, used by the Administrative Agent for the posting and

distribution of Borrower Materials to the Lenders.

“Principal

Property” means, with respect to any Person, all of such Person’s interests in any kind of property or asset (including

the capital stock in and other securities of any other Person), except such as the board of directors by resolution determines in good

faith (taking into account, among other things, the materiality of such property to the business, financial condition and earnings of

the Borrower and its Consolidated Subsidiaries taken as a whole) not to be material to the business of the Borrower and its Consolidated

Subsidiaries, taken as a whole.

“PTE”

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

to time.

“Purchase

Money Indebtedness” means Indebtedness incurred to finance the acquisition, construction or improvement of any fixed

or capital asset to the extent incurred prior to or within 12 months following such acquisition, construction or improvement.

“Qualifying

Bank Facility” shall mean a credit facility entered into by the Borrower or any Subsidiary for the purpose of financing

the Transactions that is subject to conditions precedent to funding that are no less favorable to the Borrower or such Subsidiary than

the conditions set forth herein to the funding of the Loans hereunder, as determined by the Borrower in its reasonable discretion.

“Rate

Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day

as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent;

provided that, to the extent such market practice is not administratively

feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined

by the Administrative Agent).

“Recipient”

means the Administrative Agent or any Lender, as applicable, that is the recipient of any payment to be made by or on account of any

obligation of the Borrower hereunder.

“Register”

has the meaning specified in Section 10.06(c).

“Regulation

U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder

or thereof.

“Reinvestment

Period” means, with respect to any Net Cash Proceeds received in connection with any Asset Sale, the period of 9 months

following the receipt of such Net Cash Proceeds; provided that,

in the event that, during such 9 month period, the Borrower or any Subsidiary enters into a binding commitment to reinvest any Net Cash

Proceeds, the Reinvestment Period with respect to such Net Cash Proceeds shall be the period of 12 months following the receipt of such

Net Cash Proceeds.

“Related

Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,

agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s

Affiliates.

“Removal

Effective Date” has the meaning specified in Section 9.06(b).

“Reportable

Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice

period has been waived.

“Request

for Borrowing” means, with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice.

“Required

Lenders” means, at any time, Lenders having Commitments and Loans representing more than 50% of the Aggregate Commitments

and Loans of all Lenders at such time. The Commitment and Loans of any Defaulting Lender shall be disregarded in determining Required

Lenders at any time.

“Rescindable

Amount” has the meaning as specified in Section 2.12(b)(i).

“Resignation

Effective Date” has the meaning specified in Section 9.06(a).

“Resolution

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

“Responsible

Officer” means any of the President, Chief Executive Officer, Senior Vice President and the most senior Financial Officer

from time to time of the Borrower, or any person designated by the Borrower in writing to the Administrative Agent from time to time,

acting singly.

“Restricted

Lender” has the meaning specified in Section 1.06(b).

“Restricted

Net Cash Proceeds” has the meaning specified in Section

2.05(b)(ii).

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Same

Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with

respect to disbursements and payments in Euros, same day or other funds as may be determined by the Administrative Agent to be customary

in the place of disbursement or payment for the settlement of international banking transactions in Euros.

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations

Security Council, the European Union, the United Kingdom, the Hong Kong Monetary Authority or other relevant sanctions authority.

“Sanctioned

Country” means, at any time, (a) a country, region or territory which is the subject or target of comprehensive Sanctions

(including, as of the Effective Date, Cuba, Iran, North Korea, the Crimea Region of Ukraine, the non-government controlled areas of the

Kherson and Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic),

(b) an agency of the government of a country, region or territory described in clause (a), or (c) an organization directly or indirectly

controlled by a country, region or territory described in clause (a) or its government.

“Sanctioned

Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by

the Office of Foreign Assets Control of the U.S. Department of the Treasury, by the U.S. Department of State or by the United Nations

Security Council, the European Union, any European Union member state, the United Kingdom, the Hong Kong Monetary Authority or other

relevant sanctions authority, (b) any Person located, organized or resident in a country, region or territory which is the subject or

target of comprehensive Sanctions, (c) any Person owned 50% or more or controlled by any such Person or Persons described in the foregoing

clauses (a) and (b), or (d) any Person otherwise the subject or target of any Sanctions.

“Sanctions

Provisions” has the meaning specified in Section 1.06(a).

“Scheduled

Unavailability Date” has the meaning specified in Section

3.03(c)(ii).

“SEC”

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

“Significant

Subsidiary” means any Subsidiary that is a “significant subsidiary” of the Borrower as defined under clauses

(1) or (2) of Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended; provided that no Excluded Subsidiary

shall be deemed a Significant Subsidiary.

“Solvent”

means, with respect to the Borrower and its Significant Subsidiaries on a particular date, that on such date (a) the fair value of the

present assets of the Borrower and its Significant Subsidiaries, taken as a whole, is greater than the total amount of liabilities, including,

without limitation, contingent liabilities, of the Borrower and its Significant Subsidiaries, taken as a whole, (b) the present fair

saleable value of the assets of the Borrower and its Significant Subsidiaries, taken as a whole, is not less than the amount that will

be required to pay the probable liability of the Borrower and its Significant Subsidiaries, taken as a whole, on their debts as they

become absolute and matured, (c) the Borrower and its Significant Subsidiaries, taken as a whole, do not intend to, and do not believe

that they will, incur debts or liabilities (including current obligations and contingent liabilities) beyond their ability to pay such

debts and liabilities as they mature in the ordinary course of business and (d) the Borrower and its Significant Subsidiaries, taken

as a whole, are not engaged in business or a transaction, and are not about to engage in business or a transaction, in relation to which

their property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as

the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be

expected to become an actual or matured liability.

“Subsequent

Acceptance Period” means the subsequent acceptance period (weitere

Annahmefrist) for the Offer pursuant to Section 16(2) of the German Takeover Code.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,

or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary

or Subsidiaries of the Borrower.

“Successor

Rate” has the meaning specified in Section 3.03(c).

“Swap

Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,

commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond

index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign

exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, option or similar agreement involving, or settled by reference to, one or more rates,

currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,

financial or pricing risk or value or any other similar transactions or any combination of any of the foregoing (including any options

to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any

and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master

Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement. Notwithstanding the foregoing,

Swap Contract shall not include any equity swaps, options or forwards to which the Borrower or any Subsidiary is party that are classified

and accounted for in the Borrower’s stockholders’ equity under GAAP.

“T2”

means the real time gross settlement system operated by the Eurosystem, or any successor system.

“Target”

means Delivery Hero SE, a European Company (Societas Europaea)

incorporated under the laws of Germany.

“TARGET

Day” means any day on which T2 is open for the settlement of payments in Euro.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold

Amount” means $300,000,000500,000,000.

“Transactions”

means (i) the execution, delivery and performance by the Borrower of each Loan Document to which it is a party, (ii) the borrowing of

Loans hereunder, (iii) the consummation of the Acquisition and payment of the Acquisition Consideration, (iv) the repayment of certain

Indebtedness in connection with the Acquisition and (v) the payment of fees and expenses in connection with the foregoing.

“Type”

means, with respect to a Loan, its character as an ESTR Loan or a EURIBOR Loan.

“UK

Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time

to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as

amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions

and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK

Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for

the resolution of any UK Financial Institution.

“Unfunded

Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,

over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension

Plan pursuant to Section 412 of the Code for the applicable plan year.

“United

States” and “U.S.” mean the United

States of America.

“U.S.

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

“U.S.

Tax Compliance Certificate” has the meaning specified in Section

3.01(g)(ii)(B)(III).

“Voting

Stock” of a Person means all classes of capital stock or other interests (including partnership interests) of such Person

then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers

or trustees thereof.

“Write-Down

and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers

of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of

the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any

UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect

as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

1.02

Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,

unless otherwise specified herein or in such other Loan Document:

(a)

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”

“includes” and “including”

shall be deemed to be followed by the phrase “without limitation.” The word “will”

shall be construed to have the same meaning and effect as the word “shall.”

Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any

Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended,

supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or

in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and

assigns, (iii) the words “hereto,” “herein,”

“hereof” and “hereunder,”

and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not

to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed

to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference

to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any

reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified

or supplemented from time to time, and (vi) the words “asset”

and “property” shall be construed to have the same

meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and

contract rights.

(b)

In the computation of periods of time from a specified date to a later specified date, the word “from”

means “from and including;” the words “to”

and “until” each mean “to

but excluding;” and the word “through”

means “to and including.”

(c)

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the

interpretation of this Agreement or any other Loan Document.

(d)

Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or similar term, shall

be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability

company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment,

sale, disposition or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall

constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any

other like term shall also constitute such a Person or entity).

1.03

Accounting Terms.

(a)

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and

all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement

shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent

with that used in preparing the audited financial statements, except

as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant

(including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed

to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities

shall be disregarded.

(b)

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set

forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and

the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such

change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such

change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents

required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio

or requirement made before and after giving effect to such change in GAAP.

1.04

Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement

shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number

of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there

is no nearest number).

1.05

Times of Day. Unless otherwise specified, all references herein to times of day shall be references

to Eastern time (daylight or standard, as applicable).

1.06

Sanctions Provisions.

(a)

The representations and undertakings contained in Sections 5.15,

6.08 and 7.04 (together, the “Sanctions Provisions”)

shall not be made or complied with by the Borrower if and solely to the extent such representations or undertakings would result in a

violation of or conflict with the Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial

application of legislation adopted by a third country, and actions based thereon or resulting therefrom, section 7 of the German Foreign

Trade Regulation (Außenwirtschaftsverordnung) or any similar

provision enacted under or pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz)

and/or any other applicable national or EU law anti-boycott laws or regulations (together, the “Anti-Boycott

Regulations”).

(b)

To the extent any Lender notifies the Administrative Agent that it must comply with Anti-Boycott Regulations (each a “Restricted

Lender”), the Sanctions Provisions shall only apply for the benefit of that Restricted Lender to the extent that it

would not result in any violation of, conflict with or give rise to liability under any Anti-Boycott Regulations.

(c)

In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision of which a

Restricted Lender does not have the benefit pursuant to paragraph (b) above, the Loans of that Restricted Lender will be excluded for

the purpose of determining whether the consent of the Required Lenders (or any other applicable consent threshold) has been obtained

or whether the determination or direction by the Required Lenders (or any other applicable consent threshold required to make the relevant

determination or direction) has been made.

1.07

Interest Rates; Licensing.

(a)

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with

respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any

rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative

or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the

foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other

related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative,

successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related

spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information

sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or

replacement rate (including, without limitation, any Successor Rate) (or

any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower,

any Lender or any other person 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 other action

or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such

information source or service.

(b)

By agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary

for use of the reference rates referred to herein and it will do all things necessary to comply, preserve, renew and keep in full force

and effect such licenses, permits and approvals.

Article

II.

the COMMITMENTS and Borrowings

2.01

Loans. Subject only to (x) in the case of the Borrowing on the Closing Date, the conditions

set forth in Section 4.02, or (y) in the case of the subsequent

Funding Date, the conditions set forth in Section 4.03, each Lender

severally agrees to make up to two loans (each such loan, a “Loan”)

to the Borrower in Euros as follows (i) one Borrowing on the Closing Date and (ii) an additional Borrowing on any Business Day during

the Availability Period (the date of each such Borrowing (including, for the avoidance of doubt, the Closing Date), a “Funding

Date”), in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s then remaining

Commitment. The Commitments are not revolving in nature, and amounts borrowed under this Section

2.01 and repaid under Section 2.07 or prepaid under

Section 2.05 may not be reborrowed. Loans may be EURIBOR Loans

or (subject to Section 3.02 and/or 3.03) ESTR Loans, as further provided herein.

2.02

Borrowings, Conversions and Continuations of Loans.

(a)

Each Borrowing and each continuation of a EURIBOR Loan shall be made upon the Borrower’s irrevocable notice to the Administrative

Agent, which may be given by a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.

three Business Days prior to the requested date of any Borrowing or any continuation. Each Borrowing of or continuation of EURIBOR Loans

shall be in a principal amount of €5,000,000 or a whole multiple of €1,000,000 in excess thereof. Each Loan Notice shall specify

(i) whether the Borrower is requesting a Borrowing or a continuation of EURIBOR Loans, (ii) the requested date of the Borrowing or continuation,

as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed or continued, and (iv) the duration

of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation of EURIBOR Loans,

then the applicable Loans shall be continued as EURIBOR Loans in their original currency with the same Interest Period. If the Borrower

requests a Borrowing of or continuation of EURIBOR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be

deemed, in each case, to have specified an Interest Period of one month.

(b)

Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable

Percentage of the applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall

notify each Lender of the details of any automatic continuation of EURIBOR Loans described in the preceding subsection. In the case of

a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative

Agent’s Office not later than 11:00 a.m., Central European Time on the Business Day specified in the applicable Loan Notice. Upon

satisfaction of the applicable conditions set forth in Section 4.02

or Section 4.03, as applicable, the Administrative Agent shall

make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds

in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c)

Except as otherwise provided herein, a EURIBOR Loan may be continued only on the last day of an Interest Period for such EURIBOR

Loan.

(d)

After giving effect to all Borrowings and all continuations of Loans as the same Type, there shall not be more than ten Interest

Periods in effect with respect to Loans.

(e)

Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of

its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,

pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(f)

With respect to EURIBOR, 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; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such

Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03

[Reserved].

2.04

[Reserved].

2.05

Prepayments.

(a)

Voluntary. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay

Loans in whole or in part without premium or penalty; provided

that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent

not later than 11:00 a.m. three Business Days prior to any date of prepayment of any EURIBOR Loans; and (ii) any prepayment of EURIBOR

Loans shall be in a principal amount of €5,000,000 or a whole multiple of €1,000,000 in excess thereof or, if less, the entire

principal amount thereof then outstanding; provided further that

a notice of voluntary prepayment may state that such notice is conditional upon the consummation of an acquisition or sale transaction

or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which

case such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified

date of prepayment) if such condition is not satisfied. Each such notice shall specify the date, amount of such prepayment and the Type(s)

of Loans to be prepaid, and if EURIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly

notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.

If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall

be due and payable on the date specified therein. Any prepayment of any EURIBOR Loan shall be accompanied by all accrued interest on

the amount prepaid, together with any additional amounts required pursuant to Section

3.05. Subject to Section 2.17, each such prepayment

shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)

Mandatory.

(i) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any

of its Subsidiaries actually receives any Net Cash Proceeds arising from any Debt Issuance or Asset Sale, in each case after the Closing

Date, then the Borrower shall prepay the Loans in an amount equal to 100% of the Euro Equivalent (determined as of the date of receipt

of such Net Cash Proceeds) of such Net Cash Proceeds not later than three Business Days following the receipt by the Borrower or any

such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative

Agent of the receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance

or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of

Loans shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment,

plus, in the case of any EURIBOR Loan, any amounts due to the

Lenders under Section 3.05. Notwithstanding the foregoing, no

mandatory prepayment pursuant to this Section 2.05(b)(i) shall

be required prior to the Final Settlement Date.

(ii) Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received

by a Foreign Subsidiary or a Subsidiary of a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined

in good faith in consultation with the Administrative Agent that repatriation to the Borrower of such Net Cash Proceeds would have material

adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary (“Restricted

Net Cash Proceeds”).

2.06

Termination or Reduction of Commitments.

(a) Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time

to time permanently reduce the Aggregate Commitments; provided

that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date

of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of €10,000,000 or any whole multiple

of €1,000,000 in excess thereof (or, if less, the remaining amount of Commitments); provided that a notice of termination or reduction of the Aggregate Commitments delivered by the Borrower may state that such notice

is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the

receipt of the proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice

to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent

will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate

Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective

date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

(b)

Mandatory.

(i) Each Lender’s Commitment shall automatically be reduced by the amount of each Loan made by such Lender, such reduction to

be effective immediately following the making of such Loan by such Lender.

(ii) The Commitments shall automatically terminate in full on the Availability End Date unless funded on or prior to the Availability

End Date. Additionally, any remaining Aggregate Commitments outstanding on the second Funding Date will terminate in full on the second

Funding Date after the funding of any Loans on such second Funding Date.

(iii) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any

of its Subsidiaries actually receives any Net Cash Proceeds (other than Restricted Net Cash Proceeds) arising from any Debt Issuance

or Asset Sale, in each case after the Effective Date and such Net Cash Proceeds are received:

(A)

after the Closing Date, then, subject to clause (c) below, the Aggregate Commitments shall automatically be reduced in an amount

equal to 100% of the Euro Equivalent amount (determined as of the date of receipt of such Net Cash Proceeds) of such Net Cash Proceeds,

effective on the date of receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds; or

(B)

prior to the Closing Date, then the Aggregate Commitments shall be reduced pursuant to the terms of the Cash Confirmation Agreement;

provided

that, in the case of any such Net Cash Proceeds arising from one or more Equity Issuances, Debt Issuances or Asset Sales, any reduction

of the Aggregate Commitments pursuant to clause (A) or clause (B) above prior to the Closing Date shall take effect only upon the crediting

of such Net Cash Proceeds to a Blocked Account (as defined in the Cash Confirmation Agreement).

The

Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower

or, as applicable, any Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall

be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each reduction of the Aggregate Commitments shall be applied

ratably to reduce the Commitments of each Lender.

(iv) In the event that the Borrower or any Subsidiary enters into any Qualifying Bank Facility during the period commencing on the

Effective Date and ending on the last day of the Availability Period, then the Commitments then outstanding shall be automatically reduced

in an amount equal to 100% of the aggregate commitments under such Qualifying Bank Facility on the date of effectiveness of the definitive

documentation for such Qualifying Bank Facility. The Borrower shall promptly notify the Administrative Agent in writing of the entry

by the Borrower, or, as applicable, any Subsidiary, into such Qualifying Bank Facility.

(c)

Commitment Reductions When Loans Are Outstanding. Any prepayment of Loans or Commitment reduction, whether voluntary or

mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the

Lenders to reduce, first, Loans until such Loans have been reduced

to €0 and second, Commitments until such Commitments have

been reduced to €0.

2.07

Repayment of Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate

principal amount of Loans made to the Borrower outstanding on such date.

2.08

Interest.

(a)

Subject to the provisions of subsection (b) below, (i)

each EURIBOR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum

equal to EURIBOR for such Interest Period plus the Applicable

Rate; and (ii) each ESTR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a

rate per annum equal to (x) ESTR on such date plus the Applicable

Rate or (y) if ESTR is not available on such date, Historic ESTR plus

the Applicable Rate.

(b)

If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated

maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times

equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due, whether

at stated maturity, by acceleration or otherwise and, in each case, such non-payment constitutes an Event of Default under Section 8.01(a),

then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at

all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)

Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times

as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,

and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09

Fees.

(a)

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its

Applicable Percentage, a commitment fee in Euros equal to the Applicable Rate times

the actual daily amount of the Aggregate Commitments, subject to adjustment as provided in Section

2.17. The commitment fee shall accrue commencing 120 days after the Effective Date until the termination of the Aggregate

Commitments in full (such date, the “Commitment Termination Date”),

and shall be due and payable in arrears on the Commitment Termination Date. If there is any change in the Applicable Rate, the actual

daily amount shall be computed and multiplied by the Applicable Rate separately for each period that such Applicable Rate was in effect.

(b)

Other Fees. The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts, fees

in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for

any reason whatsoever.

(c)

Duration Fee. If Commitments are outstanding and/or the Loans have not been repaid in full in cash on or prior to:

(i) the 90th day after the Closing Date, a fully earned and non-refundable duration fee equal to [***] shall be due and payable by

the Borrower on such date to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage;

(ii) the 180th day after the Closing Date, a fully earned and non-refundable duration fee equal to [***] shall be due and payable by

the Borrower on such date to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage; and

(iii) the 270th day after the Closing Date, a fully earned and non-refundable duration fee equal to [***] shall be due and payable by

the Borrower on such date to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage (clauses

(i) through (iii), collectively, the “Duration Fee”).

(d)

Funding Fee. The Borrower shall pay to the Administrative Agent a non-refundable funding fee for the account of each Lender

equal to [***] (the “Funding Fee”), which Funding

Fee shall be earned, due and payable on the date such Loans are funded.

2.10

Computation of Interest and Fees. All computations of fees and interest, including those with

respect to EURIBOR Loans and ESTR Loans, shall be made on the basis of a 360-day year and actual days elapsed (which results in more

fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for

the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion

is paid, provided that any Loan that is repaid on the same day

on which it is made shall, subject to Section 2.12(a), bear interest

for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for

all purposes, absent manifest error.

2.11

Evidence of Debt.

(a)

The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary

course of business. The Administrative Agent shall maintain the Register in accordance with Section

10.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the

Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing

so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the

Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall

control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower

shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to

the Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type

(if applicable), amount and maturity of its Loans and payments with respect thereto.

2.12

Payments Generally; Administrative Agent’s Clawback.

(a)

General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for

any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of

and interest on Loans denominated in Euros, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the

account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day

Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower

hereunder with respect to principal and interest on Loans denominated in Euros shall be made to the Administrative Agent, for the account

of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Euros and in Same

Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason,

the Borrower is prohibited by any Law from making any required payment hereunder in Euros, the Borrower shall make such payment in Dollars

in the Dollar Equivalent of the Euro payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable

Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s

Lending Office. All payments received by the Administrative Agent after (i) 2:00 p.m., in the case of payments in Dollars, or (ii) the

Applicable Time specified by the Administrative Agent, in the case of payments in Euros, shall, in each case, be deemed received on the

next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall

come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall

be reflected in computing interest or fees, as the case may be.

(b)

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from

a Lender prior to the proposed date of any Borrowing of EURIBOR Loans that such Lender will not make available to the Administrative

Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available

on such date in accordance with Section 2.02 and may, in reliance

upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share

of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay

to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from

and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent,

at (A) in the case of a payment to be made by such Lender, the greater of the applicable Overnight Rate and a rate determined by the

Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar

fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by

the Borrower, an interest rate determined in accordance with market practice. If the Borrower and such Lender shall pay such interest

to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the

amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative

Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall

be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative

Agent.

(i) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice

from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder

that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date

in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.

With

respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent

determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to

as the “Rescindable Amount”): (1) the Borrower has

not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the 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

severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in Same

Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date

of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in

accordance with banking industry rules on interbank compensation.

A notice of the

Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent

manifest error.

(c)

Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to

be made by such Lender as provided in the foregoing provisions of this Article

II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable

Borrowing set forth in Article IV are not satisfied or waived

in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to

such Lender, without interest.

(d)

Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to

Section 10.04(c) are several and not joint. The failure of any

Lender to make any Loan, to fund any such participation or to make any payment under Section

10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such

date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section

10.04(c).

(e)

Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular

place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular

place or manner.

(f)

Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to

pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest

and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due

to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance

with the amounts of principal then due to such parties.

2.13

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim

or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s

receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share

thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact,

and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be

equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of

principal of and accrued interest on their respective Loans and other amounts owing them, provided

that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations

shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 2.13 shall not be construed

to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement

(including the application of funds arising from the existence of a Defaulting Lender), (y) [reserved], or (z) any payment obtained by

a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other

than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section

2.13 shall apply).

The Borrower

consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation

pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation

as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.14

[Reserved].

2.15

[Reserved].

2.16

[Reserved].

2.17

Defaulting Lenders.

(a)

Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,

then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent

with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section

10.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent

for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article

VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section

10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first,

to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,

as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting

Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third,

if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy

such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth,

to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth,

so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of

a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement; and sixth, to

such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided

that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has

not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section

4.02 or Section 4.03, as applicable, were satisfied

or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis, until paid in full,

prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable

to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section

2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)

Certain Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section

2.09(a) or (c) for any period during which that Lender

is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been

paid to that Defaulting Lender).

(b)

Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting

Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject

to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of

the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held

pro rata by the Lenders in accordance with their Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; provided

that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower

while that Lender was a Defaulting Lender; and provided, further,

that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Article

III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes.

(a)

Defined Terms. For purposes of this Section 3.01,

the term “Applicable Law” includes FATCA.

(b)

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document

shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined

in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment

by the applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and

shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if

such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making such deduction

or withholding for Indemnified Taxes (including such deductions and withholdings for Indemnified Taxes applicable to additional sums

payable under this Section 3.01) the applicable Recipient receives

an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

(c)

Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance

with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)

Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor,

for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under

this Section 3.01) payable or paid by such Recipient or required

to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether

or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as

to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the

Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days

after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not

already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so),

(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d)

relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each

case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising

therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive

absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing

to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any

amount due to the Administrative Agent under this clause (e).

(f)

Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority as

provided in this Section 3.01, the Borrower shall deliver to the

Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy

of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative

Agent.

(g)

Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan

Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the

Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent

as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably

requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably

requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or

not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the

preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section

3.01(g)(ii)(A), (ii)(B) and (ii)(D)

below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject

such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such

Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever

of the following is applicable:

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect

to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from,

or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of

such tax treaty;

(II) executed copies of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,

(x) a certificate substantially in the form of Exhibit I-1 to

the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent

shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”

described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance

Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,

IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit

I-2 or Exhibit I-3, IRS Form W-9, and/or other certification

documents from each beneficial owner, as applicable; provided

that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio

interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit

I-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed

copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding

Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or

the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such

Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)

of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by

Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable

law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower

or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under

FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct

and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA

after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section

3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify

the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation

to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted

from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it

has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid

additional amounts pursuant to this Section 3.01, it shall pay

to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the

Borrower under this Section 3.01 with respect to the Taxes giving

rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than

any interest paid by the relevant Governmental Authority with respect to such refund), provided

that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties,

interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to

repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the applicable

Recipient be required to pay any amount to the Borrower pursuant to this clause (h) the payment of which would place the Recipient in

a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise

to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect

to such Tax had never been paid. This clause (h) shall not be construed to require any Recipient to make available its Tax returns (or

any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(i)

Survival. Each party’s obligations under this Section

3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement

of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(j)

To the extent legally permissible, the Administrative Agent, in the event that the Administrative Agent is a U.S. Person, shall

deliver an IRS Form W-9 to the Borrower and if the Administrative Agent is not a U.S. Person, the applicable IRS Form W-8 certifying

its exemption from U.S. withholding Taxes with respect to amounts payable hereunder, on or prior to the date the Administrative Agent

becomes a party to this Agreement.

3.02

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental

Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest

is determined by reference to EURIBOR, or to determine or charge interest rates based upon EURIBOR or to purchase or sell, or to take

deposits of, Euros in the applicable interbank market, then, upon notice thereof by such Lender to the Borrower (through the Administrative

Agent), any obligation of such Lender to make or maintain EURIBOR Loans shall be suspended, in each case until such Lender notifies the

Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such

notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all EURIBOR Loans

or (ii) convert all EURIBOR Loans to ESTR Loans immediately or on the last day of the Interest Period therefor if such Lender may lawfully

continue to maintain such EURIBOR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest

on the amount so prepaid or converted, together with any additional amounts required pursuant to Section

3.05.

3.03

Inability to Determine Rates.

(a)

If in connection with any request for a EURIBOR Loan or a continuation of any of such Loans, as applicable, (i) the Administrative

Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for EURIBOR has been determined

in accordance with Section 3.03(c) and the circumstances under

clause (i) of Section 3.03(c) or the Scheduled Unavailability

Date has occurred with respect to EURIBOR (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining

EURIBOR for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed EURIBOR Loan, or (ii) the

Administrative Agent or the Required Lenders determine that for any reason that EURIBOR with respect to a proposed Loan for any requested

Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative

Agent will promptly so notify the Borrower and each Lender.

Thereafter, the

obligation of the Lenders to make or maintain Loans in Euros shall be suspended in each case to the extent of the affected EURIBOR Loans

or Interest Period or determination date(s), as applicable, until the Administrative Agent (or, in the case of a determination by the

Required Lenders described in clause (ii) of this Section 3.03(a),

until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt

of such notice, (i) the Borrower may revoke any pending request for a Borrowing of or continuation of EURIBOR Loans to the extent of

the affected EURIBOR Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted

such request into a request for a Borrowing of ESTR Loans and (ii) any outstanding affected EURIBOR Loans, at the Borrower’s election,

shall either (1) be converted into a Borrowing of ESTR Loans in the amount of such outstanding EURIBOR Loan at the end of the applicable

Interest Period or (2) be prepaid in full at the end of the applicable Interest Period; provided

that if no election is made by the Borrower by the last day of the current Interest Period for the applicable EURIBOR Loan,

the Borrower shall be deemed to have elected clause (1) above.

(b)

[Reserved].

(c)

Replacement of EURIBOR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan

Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or

Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower

or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining EURIBOR because none of the tenors of such EURIBOR under this Agreement

is available or published on a current basis, and such circumstances are unlikely to be temporary; or

(ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of EURIBOR under this

Agreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated

loans denominated in Euros, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no

successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of

EURIBOR (the latest date on which all tenors of EURIBOR under this Agreement are no longer representative or available permanently or

indefinitely, the “Scheduled Unavailability Date”);

or if the events

or circumstances of the type described in Section 3.03(c)(i) or

(ii) have occurred with respect to the Successor Rate then in

effect, then, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing EURIBOR or any then

current Successor Rate in accordance with this Section 3.03 with

an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated

and agented in the U.S. and denominated in Euros for such alternative benchmarks, and, in each case, including any mathematical or other

adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated

and agented in the U.S. and denominated in Euros for such benchmarks (and any such proposed rate, including for the avoidance of doubt,

any adjustment thereto, a “Successor Rate”), and any

such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed

amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative

Agent written notice that such Required Lenders object to such amendment.

(d) Successor Rate. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of

the implementation of any Successor Rate.

Any Successor

Rate shall be applied in a manner consistent with market practice; provided

that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate

shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding

anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be

deemed to be zero for the purposes of this Agreement and the other Loan Documents.

In connection

with the implementation of a Successor Rate 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; provided

that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such

Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

3.04

Increased Costs.

(a)

Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against

assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the

definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its

deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this

Agreement, or EURIBOR Loans made by such Lender;

and the result

of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or

of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder

(whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional

amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such

Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing

the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence

of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s

holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies

of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender

such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)

Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such

Lender or its holding company, as the case may be, as specified in clauses

(a) or (b) of this Section

3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount

shown as due on any such certificate within 10 days after receipt thereof.

(d)

Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions

of this Section 3.04 shall not constitute a waiver of such Lender’s

right to demand such compensation, provided that the Borrower

shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section

3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies

the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation

therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period

referred to above shall be extended to include the period of retroactive effect thereof).

3.05

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)

from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense

incurred by it as a result of:

(a)

any continuation, conversion, payment or prepayment of any Loan other than an ESTR Loan on a day other than the last day of any

Interest Period, relevant interest payment date or payment period, as applicable, for such Loan, if applicable (whether voluntary, mandatory,

automatic, by reason of acceleration, or otherwise);

(b)

any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or

convert any Loan other than an ESTR Loan on the date or in the amount notified by the Borrower;

(c)

any assignment of a EURIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by

the Borrower pursuant to Section 10.13; or

(d)

any failure by the Borrower to make any payment of any Loan (or interest due thereon) denominated in Euros on its scheduled due

date or any payment thereof in a different currency;

including any

loss of anticipated profits, any foreign exchange loss and any loss or expense arising from the liquidation or reemployment of funds

obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance

of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection

with the foregoing.

For purposes

of calculating amounts payable by the Borrower to the Lenders under this Section

3.05, each Lender shall be deemed to have funded each EURIBOR Loan made by it at EURIBOR for such Loan by a matching deposit

or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period,

whether or not such EURIBOR Loan was in fact so funded.

3.06

Mitigation Obligations; Replacement of Lenders.

(a)

Designation of a Different Lending Office. Each Lender may make any Borrowing to the Borrower through any Lending Office,

provided that the exercise of this option shall not affect the

obligation of the Borrower to repay the Borrowing in accordance with the terms of this Agreement. If any Lender requests compensation

under Section 3.04, or the Borrower is required to pay any Indemnified

Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section

3.01, or if any Lender gives a notice pursuant to Section 3.02,

then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking

its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment

of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section

3.01 or 3.04, as the case may be, in the future, or

eliminate the need for the notice pursuant to Section 3.02, as

applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous

to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such

designation or assignment.

(b)

Replacement of Lenders. If any Lender requests compensation under Section

3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental

Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section

3.06(a), the Borrower may replace such Lender in accordance with Section

10.13.

3.07

Survival. All of the Borrower’s obligations under this Article

III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation

of the Administrative Agent.

Article

IV.

CONDITIONS PRECEDENT TO EFFECTIVENESS AND Borrowings

4.01

Conditions of Effectiveness. The effectiveness of this Agreement is subject to satisfaction

of the following conditions precedent:

(a)

The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies unless otherwise specified,

each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental

officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each

of the Lenders:

(i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the

Borrower;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of

the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof

authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a

party;

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized

or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Delaware and California;

(v) a favorable opinion of Cooley LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and

substance reasonably satisfactory to the Administrative Agent;

(vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required

in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents

to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents,

licenses or approvals are so required; and

(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) the representations and warranties of the Borrower

contained in Article V or any other Loan Document, or which are

contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material

respects (or, in the case of any representation or warranty that is qualified by materiality, in all respects) on and as of the Effective

Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be

true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality, in all

respects) as of such earlier date, (B) no Default shall exist, (C) that there has been no event or circumstance since December 31, 2025

that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (D) the

Debt Ratings as of the Effective Date as reported by each of Moody’s, S&P and Fitch.

(b)

(i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Effective Date, the Borrower 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 PATRIOT Act, in each case at least five (5) days prior to the Effective Date and (ii) at least five (5) days prior to the Effective

Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall

have delivered, to each Lender that so requests, a Beneficial Ownership Certification.

(c)

All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee

Letter) by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or

any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at

least three (3) Business Days prior to the Effective Date.

(d)

To the extent filed with BaFin on or prior to the Effective Date, the terms of the Offer DocumentsDocument

shall be consistent with the description of the Offer in the Business Combination Agreement (except

to the extent any inconsistencies therewith are not materially adverse to the interests of the Arrangers or the Lenders), unless the

Arrangers shall have consented to such inconsistency (such consent not to be unreasonably withheld or delayed).

(e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the

Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) Business

Days prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its

reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided

that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative

Agent).

Without limiting

the generality of the provisions of the last paragraph of Section 9.03,

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.

4.02

Conditions to Initial Borrowing on the Closing Date. The obligation of each Lender to honor

any Request for Borrowing on the Closing Date is subject only to the satisfaction of the following conditions precedent on or before

the Availability End Date:

(a)

The Major Representations shall be true and correct as of the Closing Date and no Major Event of Default shall be continuing or

shall occur as a result of the Transactions on the Closing Date.

(b)

The Subsequent Acceptance Period shall have expired.

(c)

The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.

(d)

No amendment, modification, or waiver of any term of the Business Combination Agreement or any condition to the Borrower’s

obligation to consummate the Acquisition thereunder or consent granted thereunder shall have been made or granted by the Borrower without

the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Arrangers (other than any

such amendment, modification or waiver or consent that is not materially adverse to the interest of the Arrangers or the Lenders, taken

as a whole; it being understood that (i) any increase in the Offer Price (as defined in the Business Combination Agreement on the date

hereof) (other than an increase composed entirely of Equity Interests of the Borrower delivered as consideration to the shareholders

of the Target) or (ii) any reduction in the minimum acceptance threshold below a number of Delivery Hero Shares (as defined in the Business

Combination Agreement on the date hereof) that, together with any Delivery Hero Shares held by, or attributed to, Bidco or persons acting

jointly with Bidco, equals at least 50% plus one (1) of the Delivery Hero Shares issued and outstanding as of the expiration of the Acceptance

Period (as defined in the Business Combination Agreement on the date hereof), in each case, will require the consent of the Arrangers,

which consent shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required for any amendment

to the Business Combination Agreement that is requested by BaFin).

(e)

The terms of the Offer DocumentsDocument

shall be consistent in all material respects with the description of the Offer in the Business Combination

Agreement (except to the extent any inconsistencies therewith are (i) not materially adverse to the interests of the Arrangers or the

Lenders, taken as a whole, or (ii) are required or requested by BaFin or any other competent regulatory authority having jurisdiction

over the Acquisition pursuant to applicable law), unless the Arrangers shall have consented to such inconsistency (such consent not to

be unreasonably withheld, conditioned or delayed). In the event of an inconsistency pursuant to clause (ii) above, the Borrower shall

promptly provide (A) a copy of the relevant regulatory request or order giving rise to such inconsistency and (B) a written summary of

the rationale underlying such request or order, in each case to the extent permitted by applicable law and regulation.

(f)

The Administrative Agent shall have received (i) a copy of the fully executed Business Combination Agreement and (ii) a copy of

the final Offer Document as approved by BaFin and published pursuant to Section 14(3) of the German Takeover Code.

(g)

All fees required by the Loan Documents to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee

Letter) by the Borrower, and all invoiced expenses required to be paid by the Borrower, to the Administrative Agent, the Arrangers or

any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least

three (3) Business Days prior to the Closing Date.

(h)

The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction

of the conditions in clauses (a), (b) and (d) of this Section 4.02.

4.03

Conditions to Borrowing after the Closing Date. The obligation of each Lender to make Loans

on the Funding Date after the Closing Date pursuant to Section 2.01 is subject to the satisfaction of the following conditions precedent:

(a)

The Major Representations shall be true and correct as of the ClosingFunding

Date, no Major Event of Default shall be continuing or shall occur as a result of the Transactions

on the applicable Funding Date and there shall not have been an Event of Default as a result of the breach of Section 6.09 (Use of Proceeds).

(b)

The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.

Date pursuant to the Fee Letter) by the Borrower, and all invoiced expenses required to be paid

by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Funding Date shall have been paid, to the extent

that such invoices have been presented to the Borrower at least three (3) Business Days prior to the Funding Date.

(d)

The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming, as of the

Funding Date, satisfaction of the condition in clauses (a) of this Section

4.03.

4.04

Certain Funds Period. During the Certain Funds Period (notwithstanding any provision of this

Agreement to the contrary), unless a Major Event of Default has occurred and is continuing, none of the Lenders or the Administrative

Agent shall be entitled to, without the consent of the Borrower:

(a)

refuse to make any Loan as provided in Section 2.01 if

the conditions set forth in Section 4.02 are satisfied;

(b)

terminate any Commitment where to do so would prevent or limit the making of a Loan (except as otherwise expressly contemplated

in Article II);

(c)

rescind, terminate or cancel this Agreement or the credit facilities provided for herein where to do so would prevent or limit

the making of a Loan; or

(d)

exercise any right of setoff or counterclaim in respect of any Loan where to do so would prevent or limit the making of a Loan;

provided

that immediately upon the expiry of the Certain Funds Period, all such rights, remedies and

entitlements shall be available to the Lenders and the Administrative Agent notwithstanding that they may not have been used or available

for use during the Certain Funds Period.

Article

REPRESENTATIONS AND WARRANTIES

The Borrower

represents and warrants to the Administrative Agent and the Lenders on the date hereof and as of each Funding Date (including, for the

avoidance of doubt, the Closing Date) (it being understood that the accuracy of the representations are not a condition precedent to

any Borrowing except as set forth in Article IV) that:

5.01 Organization; Powers. Each of the Borrower and its Significant Subsidiaries is duly organized

and validly existing. Each of the Borrower and its Significant Subsidiaries (i) is, to the extent the concept is applicable in such jurisdiction,

in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business

as now conducted and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is

required, except, in the case of clauses (i) (other than with respect to the Borrower) and (iii), where the failure to do so, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. None of the Borrower and its Significant

Subsidiaries is an EEA Financial Institution.

5.02

Authorization; Enforceability. The Transactions are within the Borrower’s corporate or

other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, equity

holder action. The Borrower has duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents

constitute its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,

reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless

of whether considered in a proceeding in equity or at law.

5.03

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval

of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and

are in full force and effect and (ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain

or make could not reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a

Material Adverse Effect, will not violate any Applicable Law or regulation or any order of any Governmental Authority, (c) will not violate

any charter, by-laws or other organizational document of the Borrower or any of its Significant Subsidiaries and (d) except as could

not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement

or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Significant

Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Significant

Subsidiaries.

5.04

Financial Condition; No Material Adverse Change.

(a)

The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders

equity and cash flows (i) as of and for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023 in each case,

audited by PricewaterhouseCoopers LLP, independent public accountants and (ii) as of and for the fiscal quarter ended March 31, 2026.

Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of

the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments

in the case of the unaudited financial statements referred to in clause (ii) above and the absence of footnotes in the case of the unaudited

and draft financial statements referred to in clauses (i) and (ii) above.

(b)

Since December 31, 2025, no event, development or circumstance exists or has occurred that has had or could reasonably be expected

to have a Material Adverse Effect.

5.05

[Reserved].

5.06 Litigation Matters. There are no actions, suits or proceedings by or before any arbitrator or

Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower

or any of its Significant Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material

Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions.

5.07

Compliance with Laws and Agreements[Reserved].

Each of the Borrower and its Significant Subsidiaries is in compliance with all laws, rules, regulations and orders of any Governmental

Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except

where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.08

Investment Company Status. None of the Borrower or any Significant Subsidiary is or is required

to be registered as an “investment company” under the Investment Company Act of 1940.

5.09

Margin Stock. None of the Borrower or any Significant Subsidiary is engaged in the business

of purchasing or carrying, or extending credit for the purpose of purchasing or carrying, margin stock (within the meaning of Regulation

U issued by the FRB), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for

the purpose of purchasing or carrying any margin stock, in each case, in violation of Regulation U or Regulation X issued by the FRB

and all official rulings and interpretations thereunder or thereof.

5.10

Taxes[Reserved].

Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each of the Borrower and its Significant Subsidiaries

has timely filed or caused to be filed all Tax returns and reports required to have been filed with respect to income, properties or

operations of the Borrower and its Significant Subsidiaries, (ii) such returns accurately reflect in all material respects all liability

for Taxes of the Borrower and its Subsidiaries as a whole for the periods covered thereby and (iii) each of the Borrower and its Significant

Subsidiaries has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good

faith by appropriate proceedings diligently conducted and, to the extent required by GAAP, for which the Borrower or such Significant

Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP.

5.11

ERISA.

(a)

Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including without limitation the

Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other Applicable Laws and regulations,

except where any failure to comply could not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each related

trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from

the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes

or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since

the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing

has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely

affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, other than as could not, individually or

in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b)

There exists no Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to result in a

Material Adverse Effect.

(c)

None of the Borrower, any Significant Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions,

or has within any of the five calendar years immediately preceding the date this representation is given or deemed given, made or accrued

an obligation to make contributions to any Multiemployer Plan.

(d)

There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the

knowledge of the Borrower, any Significant Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted

successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result

in a Material Adverse Effect.

(e)

The Borrower, its Significant Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and Multiemployer

Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively,

or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(f)

No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization

period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Significant Subsidiary, and any

ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn

as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan

subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Significant Subsidiary or any ERISA Affiliate

have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably be expected to result in material liability,

except for any liability for premiums due in the ordinary course or other liability which could not reasonably be expected to result

in material liability, and no lien imposed under the Code or ERISA on the assets of the Borrower or any Significant Subsidiary or any

ERISA Affiliate exists or, to the knowledge of the Borrower, is likely to arise on account of any Plan. None of the Borrower, any Significant

Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

(g)

Each non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all Applicable Laws,

statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities,

except as could not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect

to a non-U.S. Plan have been timely made, except as could not reasonably be expected to result in a Material Adverse Effect. Neither

the Borrower nor any of its Significant Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal

from, any non-U.S. Plan, except as could not reasonably be expected to result in a Material Adverse Effect. The present value of the

accrued benefit liabilities (whether or not vested) under each non-U.S. Plan, determined as of the end of the Borrower’s most recently

ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets

of such non-U.S. Plan allocable to such benefit liabilities, except as could not reasonably be expected to result in a Material Adverse

Effect.

(h)

The Borrower represents and warrants as of the Effective Date that the assets of the Borrower involved in the transactions contemplated

by this Agreement do not constitute “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section

3(42) of ERISA) of one or more Benefit Plans.

5.12

Disclosure. As of the Effective Date, all written information and data provided in formal presentations

or in any meeting with Lenders (other than any projected financial information and other forward-looking information and other than information

of a general economic or industry specific nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender

in connection with the negotiation of this Agreement or delivered hereunder, (with respect to information relating to the Target prior

to the Closing Date, to the Borrower’s knowledge), as modified or supplemented by other information so furnished and when taken

as a whole, together with the information in the Borrower’s public filings with the SEC and the Target’s filings with the

Company Register (Unternehmensregister) and the Federal Gazette

(Bundesanzeiger) made prior to the Effective Date, does not contain

any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not materially misleading; provided

that, with respect to any projected financial information, the Borrower represents only that such information was prepared in good faith

based upon assumptions believed to be reasonable at the time furnished (it being understood that such projected financial information

is subject to significant uncertainties and contingencies, any of which are beyond the Borrower’s control, that no assurance can

be given that any particular projections will be realized and that actual results during the period or periods covered by any such projected

financial information may differ significantly from the projected results and such differences may be material).

5.13

[Reserved].

5.14

Solvency. As of the Closing Date, the Borrower and the Significant Subsidiaries, taken as a

whole, are, and after giving effect to the incurrence of any Indebtedness and obligations being incurred in connection herewith will

be, Solvent.

5.15

Anti-Terrorism Laws.

(a)

To the extent applicable, neither the Borrower nor any of its Subsidiaries is in violation of any legal requirement relating to

U.S. economic sanctions or any laws with respect to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing

effective September 24, 2001 (the “Executive Order”),

the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act to the extent applicable and the laws administered by the United

States Treasury Department’s Office of Foreign Assets Control (each as from time to time in effect) (collectively, “Anti-Terrorism

Laws”).

(b)

None of (w) the Borrower, any of its Subsidiaries, or any of the Borrower’s directors or officers, or (x) to the knowledge

of the Borrower, any of the directors or officers of any of the Borrower’s Subsidiaries, or (y) to the knowledge of the Borrower,

any of the employees of the Borrower or its Subsidiaries, or (z) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary

that will act in any capacity in connection with or benefit from the credit facility established hereby, is any of the following:

(i) a

Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a

Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the

provisions of, the Executive Order;

(iii) a

Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a

Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a

Sanctioned Country or a Sanctioned Person.

(c)

Neither the Borrower nor any of its Subsidiaries (i) conducts any business with, or engages in making or receiving any contribution

of funds, goods or services to or for the benefit of, a Person described in Section

5.15(b)(i)-(v) above, except as permitted under U.S. law, (ii) deals in, or otherwise engages in any transaction relating

to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any

transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth

in any applicable Anti-Terrorism Law. Neither the Borrower nor its Subsidiaries nor (x) any of the Borrower’s directors or officers

or (y) to the Borrower’s knowledge, any of the directors or officers of any of the Borrower’s Subsidiaries or any Affiliate,

employee, agent or representative of the Borrower or any of its Subsidiaries has with respect to the business of the Borrower or its

Subsidiaries taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving

of money, property, gifts or anything else of value, directly or indirectly, to any person while knowing that all or some portion of

the money or value will be offered, given, or promised to anyone to improperly influence official action, to obtain or retain business

or otherwise to secure any improper advantage, in each case in violation in any material respect of any applicable Anti-Corruption Law.

(d)

The Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of the Loans or otherwise make available

such proceeds to any Person described in Section 5.15(b)(i)-(v)

above, for the purpose of financing the activities of any Person described in Section

5.15(b)(i)-(v) above or in any other manner that would

violate any Anti-Terrorism Laws or applicable Sanctions.

(e)

The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its

Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, applicable Anti-Corruption

Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the officers and directors of the Borrower and, to the knowledge

of the Borrower, each of the officers and directors of any of the Borrower’s Subsidiaries and each of the employees and agents

of the Borrower and its Subsidiaries, are in compliance with applicable Anti-Terrorism Laws, applicable Anti-Corruption Laws and applicable

Sanctions with respect to the business of the Borrower or its Subsidiaries.

(f)

No action, suit or proceeding is pending or, to the knowledge of the Borrower, threatened in writing, by or before any court or

governmental or regulatory authorities or any arbitrator against the Borrower or any of its Subsidiaries for its or their violation in

any material respect of applicable Anti-Corruption Laws or applicable Anti-Terrorism Laws.

5.16

Offer. The Offer Document (a) contains all of the terms of the Offer and (b) complies in all

material respects with the requirements of the German Takeover Code.

5.17

Beneficial Ownership Certification. As of the Effective Date, the information included in the

Beneficial Ownership Certification, if applicable, is true and correct in all material respects.

Article

VI.

AFFIRMATIVE COVENANTS

So long as any

Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower

covenants and agrees with the Lenders that:

6.01

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the

Administrative Agent (for distribution to each Lender):

(a)

commencing with the fiscal year ending December 31, 2026, within 90 days after each fiscal year end of the Borrower, its audited

consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such

year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers

LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification

or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any

qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in

all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated

basis in accordance with GAAP consistently applied;

(b)

commencing with the fiscal quarter ended June 30, 2026, within 45 days after the end of each of the first three fiscal quarters

of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity

and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case

in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the

previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition

and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently

applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)

concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial

Officer of the Borrower in substantially the form of Exhibit D

attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred

and is continuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto,

(ii) setting forth reasonably detailed calculations demonstrating compliance with Section

7.05 as of the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered

and (iii) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred

to in Section 5.04(a) had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such

certificate;

(d)

promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials

filed by the Borrower or any Significant Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions

of said Commission, or with any national securities exchange, as the case may be, in each case that is not otherwise required to be delivered

to the Administrative Agent pursuant hereto; provided that such

information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website

on the Internet on any investor relations page at http://www.uber.com (or any successor page) or at http://www.sec.gov;

(e)

promptly after any of Moody’s, S&P or Fitch shall have announced a change in the Debt Rating, written notice of such

rating change; and

(f)

promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations,

business affairs and financial condition of the Borrower or any Significant Subsidiary, or compliance with the terms of this Agreement

or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

Information required

to be delivered pursuant to Section 6.01(a), Section

6.01(b) or Section 6.01(d) may be delivered electronically

and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such information, or provides

a link thereto on the Borrower’s website on the Internet on any investor relations page at http://www.uber.com (or any successor

page) or at http://www.sec.gov; or (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet

website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website

or whether sponsored by the Administrative Agent).

6.02

Notices of Default. Promptly after a Responsible Officer of the Borrower obtains knowledge of

the occurrence of any Default, the Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt written

notice of the occurrence of such Default.

6.03

Existence; Conduct of Business. The Borrower will, and will cause each of its Material Subsidiaries

to, do or cause to be done all things to preserve, renew and keep in full force and effect its legal existence and the rights, licenses,

permits, privileges and franchises material to the conduct of its business; provided

that (i) the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited by Section

7.03, and (ii) none of the Borrower or any of its Material Subsidiaries shall be required to preserve, renew or keep in full

force and effect its rights, licenses, permits, privileges or franchises where failure to do so could not reasonably be expected to result

in a Material Adverse Effect.

6.04

Payment of Taxes . The Borrower will, and will cause each of its Material Subsidiaries to, pay

all Tax liabilities, including all Taxes imposed upon it or each such Material Subsidiary, or its and their respective income, profits,

properties or operations that, if unpaid, could reasonably be expected to result in a Material Adverse Effect, before the same shall

become delinquent or in default, except where the validity or amount thereof is being contested in good faith by appropriate proceedings

diligently conducted and to the extent required by GAAP, the Borrower or such Material Subsidiary has set aside on its books adequate

reserves with respect thereto in accordance with GAAP.

6.05

[Reserved].

6.06

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Material

Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and

are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Material Subsidiaries

to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative

Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to

the extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and independent accountants (provided

that the Borrower or such Material Subsidiary shall be afforded the opportunity to participate in any discussions with such

independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event

of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Material Subsidiaries

shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information

or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure

to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract

legally binding on the Borrower or its Material Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes

attorney work-product.

6.07

[Reserved].

6.08

Compliance with Laws and Agreements. The Borrower will, and will cause each of its Material

Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and

all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or

in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and use

reasonable measures to enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective

directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Terrorism Laws and applicable Sanctions.

6.09

Use of Proceeds. The Borrower shall on-lend the proceeds of the Loans to Bidco and ensure Bidco

will use such proceeds to finance the Transactions and any obligations of it or the Borrower in connection with the Asset Purchaser Transaction

(as defined in the Business Combination Agreement). The proceeds of the Loans made (i) on the Closing Date shall only be used to fund

the acquisition of the Target’s shares pursuant to the terms of the Offer and to fund the obligations of Bidco or the Borrower

in connection with the Asset Purchaser Transaction (as defined in the Business Combination Agreement), the repayment of outstanding Indebtedness

of the Target and the costs and expenses in connection therewith, and (ii) subsequent to the Closing Date shall only be used to fund

the repurchase of the Target’s Convertible Notes and the costs and expense in connection therewith. No part of the proceeds of

any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the FRB,

including Regulations T, U and X.

6.10

The Offer and Related Matters.

(a)

The Borrower shall cause Bidco to conduct the Offer in accordance with, and otherwise comply in all material respects with, the

German Takeover Code and all other applicable laws and regulations relating to the Offer.

(b)

The Borrower shall ensure that Bidco does not amend, modify, or waive any term of the Offer Document in any material respect without

the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Arrangers (other than any

such amendment, modification or waiver or consent that is not materially adverse to the interest of the Arrangers or the Lenders, taken

as a whole), provided that no such consent shall be required for any amendment, modification or waiver requested by BaFin.

(c)

The Borrower shall keep the Administrative Agent reasonably informed as to any event or circumstance which may cause the Offer

to lapse and, promptly upon request, details of the current level of acceptances of the Offer of which it is aware.

6.11

Beneficial Ownership Regulations. Promptly following any request therefor, the Borrower will

use commercially reasonable efforts to provide information and documentation reasonably requested by the Administrative Agent or any

Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including,

without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

Article

VII.

NEGATIVE COVENANTS

So long as any

Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower

covenants and agrees with the Lenders that:

7.01

Subsidiary Indebtedness.

(a)

The Borrower will not permit any of its Material Subsidiaries to create, assume, incur, Guarantee or otherwise become liable for

any Indebtedness (any such Indebtedness or Guarantee, “Subsidiary Debt”),

without Guaranteeing the payment of the Obligations on an unsecured unsubordinated basis until such time as such Subsidiary Debt is no

longer outstanding.

(b)

Section 7.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary

Debt constituting:

(i) Indebtedness of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Material Subsidiary

or otherwise acquired by any Material Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of

such Person (or a division thereof) as an entirety or substantially as an entirety to any Material Subsidiary and is assumed by such

Subsidiary; provided that such Indebtedness or Guarantee was not

incurred in contemplation thereof and is not Guaranteed by any other Material Subsidiary (other than any Guarantee existing at the time

of such merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof);

(ii) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Material Subsidiary; provided

that any such Indebtedness or Guarantee was not incurred in contemplation thereof;

(iii) Indebtedness owed to or Guarantee in favor of the Borrower or any Subsidiary;

(iv) Indebtedness or Guarantees in respect of netting services, business credit or debit card programs, purchase cards, overdraft protection

and other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of

funds or other fund transfer or payment processing services;

(v) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument

drawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness or Guarantee is extinguished

within five Business Days of its incurrence;

(vi) reimbursement obligations incurred in the ordinary course of business;

(vii) advances and deposits received in the ordinary course of business;

(viii) Indebtedness or Guarantees incurred (a) in respect of workers’ compensation claims, payment obligations in connection with

health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations,

(b) in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply

agreements, (c) under any Swap Contracts and (d) in respect of guarantees, warranty or contractual service obligations, indemnity, bid,

performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes

or to secure any Indebtedness or Guarantee or other obligations referred to in clauses (i) through (vii) or this clause (viii), payment

(other than for payment of Indebtedness) and completion guarantees, in each case provided or incurred (including Guarantees thereof)

in the ordinary course of business;

(ix) Indebtedness constituting Capital Lease Obligations, equipment leases and Purchase Money Indebtedness of the Borrower or Material

Subsidiary; provided that the aggregate principal amount of Indebtedness pursuant to this clause (ix) secured by real property shall

not exceed $1,000,000,000 at any time outstanding; or

(x) Indebtedness or Guarantees outstanding on the date of this Agreement and any extension, renewal, replacement, refinancing or refunding

of any Indebtedness or Guarantees existing on the date of this Agreement or referred to in clauses (i), (ii) and (ix); provided that

any Indebtedness or Guarantees incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity,

retirement or other repayment or prepayment of the Indebtedness or Guarantee referred to in this clause or clauses (i) and (ii) above

and the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance or refund shall not exceed

the principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including

tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses, commissions, discounts and other costs incurred,

in connection with any such extension, renewal, replacement, refinancing or refunding.

Notwithstanding Sections

7.01(a) and (b), any Material Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject

to the restrictions set forth in Section 7.01(a), without Guaranteeing

the payment of the Obligations, if after giving effect thereto, the Aggregate Debt does not exceed an amount equal to the greater of

(i) $7,500,000,000 and (ii) 15.0% of Consolidated Total Assets. Any Material Subsidiary also may, without Guaranteeing the payment of

the Obligations, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided

that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the

maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded

and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal

amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums)

or other reasonable amounts payable, plus the amount of fees, expenses, commissions, discounts and other costs incurred, in connection

with any such extension, renewal, replacement, refinancing or refunding.

7.02

Liens.

(a)

The Borrower will not, and will not permit any of its Material Subsidiaries, to enter into, create, incur or assume any Lien on

any Principal Property, whether now owned or hereafter acquired, in order to secure any Indebtedness, without effectively providing that

the Obligations shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except:

(i) Liens existing as of the Effective Date;

(ii) Liens granted after the Effective Date created in favor of the Administrative Agent and the Lenders securing the Obligations;

(iii) Liens created in substitution of, or as replacements for, any Liens described in clauses (1i)

and (2ii)

above; provided that based on a good faith determination of one

of the Borrower’s Financial Officers, the Principal Property encumbered under any such substitute or replacement Lien is substantially

similar in nature to the Principal Property encumbered by the otherwise Permitted Lien which is being replaced; and

(iv) Permitted Liens.

(b)

Notwithstanding Section 7.02(a), the Borrower or any Material

Subsidiary may, without equally and ratably securing the Obligations, create or incur Liens which would otherwise be subject to the restrictions

set forth in Section 7.02(a) if after giving effect thereto, the

Aggregate Debt does not exceed an amount equal to the greater of (i) $7,500,000,000 and (ii) 15.0% of Consolidated Total Assets. The

Borrower or any Material Subsidiary also may, without equally and ratably securing the Obligations, create or incur Liens that extend,

renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien

permitted pursuant to the preceding sentence.

7.03

Fundamental Changes. The Borrower will not (x) merge into or consolidate with any other Person,

or permit any other Person to merge into or consolidate with it, (y) sell, transfer, lease, or otherwise dispose of (in one transaction

or in a series of related transactions) all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole

(in each case, whether now owned or hereafter acquired) to another Person or (z) liquidate or dissolve, except in each case that, if

at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, any Subsidiary or any

other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation.

7.04

Use of Proceeds. The Borrower will not request any Borrowing, and the Borrower shall not use,

and shall procure that its Subsidiaries shall not use, the proceeds of any Loan (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 the FCPA or any applicable

Anti-Corruption Laws, (b) in violation of any Anti-Terrorism Law, (c) for the purpose of funding, financing or facilitating any activities,

business or transaction of or with any Person, or in any country or territory that, at the time of such funding, financing or facilitating,

is, or whose government is, a Sanctioned Person or Sanctioned Country, in violation of Sanctions or (d) in any manner that would result

in the violation of any Sanctions applicable to any party hereto.

7.05

Financial Covenant. The Borrower will not permit the ratio, determined as of the end of each

of its fiscal quarters ending after the Closing Date, of (x) Consolidated Adjusted EBITDA to (y) Consolidated Interest Expense, for any

Measurement Period ended on such date, to be less than 3.00:1.00.

Article

VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default. Any of the following shall constitute an event of default (each, an “Event

of Default”):

(a)

Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein and in the currency required hereunder,

any amount of principal of any Loan, or (ii) within five Business Days after the same becomes due, any interest on any Loan, any fee

due hereunder or any other amount payable hereunder or under any other Loan Document; or

(b)

Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section

6.02, Section 6.03 (solely with respect to the Borrower’s

existence), Section 6.09, Section

6.11 or Article VII; or

(c)

Other Defaults. The Borrower or any Material Subsidiary fails to perform or observe any other covenant or agreement (not

specified in subsection (a) or (b)

above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after

notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); or

(d)

Representations and Warranties. Any representation or warranty made or deemed made (pursuant to the express terms herein)

by or on behalf of the Borrower or any Significant Subsidiary herein, in any other Loan Document, or in any certification delivered in

connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)

Cross-DefaultCross-Acceleration.

The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,

demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness

or Guarantee under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including

amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount and

such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness

(unless adequate provision for any such payment has been made in form and substance reasonably satisfactory to the Required Lenders),

or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or

contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect

of which default or other event is to cause, or to permit

the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of

such holder or holders or beneficiary or beneficiaries)is

to cause, with the giving of notice,

if required, suchand

after any applicable grace period (if any), such Indebtedness to be demanded or to become due or

to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such

Indebtedness to be made, prior to its stated maturity, or

such Guarantee to become payable or cash collateral in respect thereof to be demanded; (unless

adequate provision for any such payment has been made in form and substance reasonably satisfactory to the Required Lenders); provided

that this clause (e) shall not apply to (w) any requirement to, or any offer to, repurchase, prepay

or redeem Indebtedness of a Person acquired in an acquisition permitted hereunder, to the extent such offer is required as a result of,

or in connection with, such acquisition, (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the

property or assets securing such Indebtedness, or (y) any event or condition giving rise to any redemption, repurchase, conversion or

settlement (or right to redeem, require repurchase, convert or settle) with respect to any Convertible Notes or other convertible debt

instrument (including any termination of any related Swap Contracts) pursuant to its terms unless such redemption, repurchase, conversion

or settlement results from a default thereunder or an event of the type that constitutes an Event of Default; or

(f)

Insolvency Proceedings, Etc. The Borrower or any of its Material Subsidiaries (other than any Material Subsidiary incorporated

in Germany) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit

of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator

or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,

rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged

or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material

part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or

an order for relief is entered in any such proceeding; or any Material Subsidiary incorporated in Germany files for any of the reasons

set out in Sections 17 through 19 (inclusive) of the German Insolvenzordnung for insolvency (Antrag

auf Eröffnung eines Insolvenzverfahrens) or the board of directors of any such Material Subsidiary is required by law

to file for insolvency or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or the competent

court institutes insolvency proceedings against any such Material Subsidiary (Eröffnung

des Insolvenzverfahrens); or

(g)

Inability to Pay Debts; Attachment. The Borrower or any Significant Subsidiary admits in writing its inability or fails

generally to pay its debts as they become due; or

(h)

Judgments. There is entered against the Borrower or any Material Subsidiary one or more final judgments or orders for the

payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or

covered by (a) independent third-party insurance as to which the insurer has not disputed coverage, (b) escrow funds held for the benefit

of the Borrower or any Material Subsidiary as to which the applicable trustee has not disputed the availability of such funds for the

Borrower or such Material Subsidiary in connection with such judgment or (c) contractual indemnification in favor of the Borrower or

such Material Subsidiary from third parties that have not disputed responsibility in writing), and (i) enforcement proceedings are commenced

by any creditor upon such judgment or order (other than the filing of a judgment lien), or (ii) there is a period of 60 consecutive days

during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan which, when taken together with all other ERISA Events,

has resulted or could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower, any Significant Subsidiary

or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect

to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which has resulted or could reasonably be expected

to result in a Material Adverse Effect.

(j)

Change of Control. (i) There occurs any Change of Control or (ii) the Borrower ceases to own, directly or indirectly,

100% of the Equity Interests of Bidco.

8.02

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative

Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)

declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligations shall be terminated;

(b)

declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing

or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)

[reserved]; and

(d)

exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided,

however, that upon the occurrence of an event described in Section

8.01(f), the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all

outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further

act of the Administrative Agent or any Lender.

8.03

Application of Funds. After the exercise of remedies provided for in Section

8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section

8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section

2.17, be applied by the Administrative Agent in the following order:

First,

to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and

disbursements of counsel to the Administrative Agent and amounts payable under Article

III) payable to the Administrative Agent in its capacity as such;

Second,

to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable

to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article

III), ratably among them in proportion to the respective amounts described in this clause

Second payable to them;

Third,

to payment of that portion of the Obligations constituting interest on the Loans and other Obligations, ratably among the Lenders in

proportion to the respective amounts described in this clause Third

payable to them;

Fourth,

to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to

the respective amounts described in this clause Fourth held by

them; and

Last,

the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Article

IX.

ADMINISTRATIVE AGENT

9.01

Appointment and Authority. Each of the Lenders hereby irrevocably appoints Morgan Stanley 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

IX are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third

party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any

other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary

or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter

of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02

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 kind of banking, trust, financial, advisory, underwriting or other business with the Borrower or other Affiliate thereof

as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice

or consent of the Lenders with respect thereto.

9.03

Exculpatory Provisions.

(a)

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 any of its Affiliates, and each of the foregoing’s respective officers, partners,

directors, employees or agents:

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

(ii) 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

may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from

acting until such clarification or direction has been provided; provided

further 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; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable

for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by

the Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity.

(b)

The Administrative Agent shall not be liable for any action taken or not taken by it or any of its Affiliates, and each of the

foregoing’s respective officers, partners, directors, employees or agents (i) with the consent or at the request of the

Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe

in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02), or (ii) in the absence of

its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by 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

to the Administrative Agent in writing by the Borrower or a Lender.

(c)

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,

warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any

certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance

or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,

(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,

instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than

to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d)

The Administrative Agent shall not be required to (i) qualify in any jurisdiction in which it is not presently qualified to perform

its obligations as the Administrative Agent, (ii) expend or risk its own funds or provide indemnities in the performance of any of its

duties hereunder or the exercise of any of its rights or powers, or (iii) otherwise incur any financial liability in the performance

of its duties hereunder or the exercise of any of its rights or powers, except for such expense, indemnity or liability, if any, arising

out of the Administrative Agent’s gross negligence or willful misconduct in the performance of its duties hereunder or under any

other Loan Document, as determined in a final and non-appealable judgment of a court of competent jurisdiction.

(e)

The parties hereto acknowledge that the Administrative Agent, together with its respective affiliated companies (collectively,

the “MS Group”), is a member of a global financial

services firm engaged in the securities, investment management, credit services businesses and individual wealth management businesses

involving, without limitation, the provision of securities underwriting, hedging, trading, brokerage activities, foreign exchange, commodities

and derivatives trading, as well as providing investment banking, financing and financial advisory services. As a result, members of

the MS Group and their respective Related Parties may also at any time (i) invest on a principal basis or manage funds that invest on

a principal basis, in the loans or debt or equity securities of the Borrower or any other company that may be involved in any of the

transactions contemplated herein, or in any currency, commodity or instrument that may be involved in any of the transactions contemplated

herein, or in any related derivative instrument, (ii) carry out ordinary course investment and wealth management or brokerage activities

for the Borrower or any other company (or their respective Related Parties) that may be involved in any of the transactions contemplated

herein, and (iii) perform various investment banking, commercial banking and financial advisory services for other clients and customers

who may have conflicting interests with respect to the Borrower and its Related Parties. The parties hereto therefore acknowledge that

(i) in the course of such activities and relationships, one or more members of the MS Group, other than the Administrative Agent performing

its duties and responsibilities expressly set forth in this Agreement, may acquire information about the Borrower, its Related Parties

or other entities and persons which may be the subject of any transaction contemplated hereunder, and (ii) any such member of the MS

Group is acting in its respective capacity (including, without limitation, as investment manager, hedge counterparty, financial advisor,

Lender or Arranger), which are separate from and independent of the function and duties of the Administrative Agent. The Lenders party

hereto further acknowledge that no other member of the MS Group (or the Administrative Agent to the extent it receives any such information

from another member of the MS Group) shall have any obligation to disclose (or any liability for failing to disclose) such information,

or the fact that any of them are in possession of such information, to any Lender or to use such information on behalf of any of them.

9.04

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 that by its terms must be fulfilled to the satisfaction

of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent

shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with

legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable

for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05

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

IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall

apply to their respective activities in connection with the syndication of the credit 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 in the selection of such sub-agents.

9.06

Resignation of Administrative Agent.

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such

notice of resignation, the Required Lenders shall have the right, with the written consent of the Borrower (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 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall

be agreed by the Required Lenders) (the “Resignation Effective Date”),

then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint, with the written consent

of the Borrower (not to be unreasonably withheld or delayed), a successor Administrative Agent meeting the qualifications set forth above,

provided that in no event shall any such successor Administrative

Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with

such notice on the Resignation Effective Date.

(b)

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause

(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to

the Borrower and such Person remove such Person as Administrative Agent and, with the written consent of the Borrower (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 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal

Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal

Effective Date.

(c)

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity

payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations

provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time,

if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s

appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges

and duties of the retiring (or removed) Administrative Agent (other than as provided in Section

3.01(j) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent

as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent

shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom

as provided above in this Section 9.06). The fees payable by the

Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the

Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the

other Loan Documents, the provisions of this Article IX and Section 10.04

shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective

Related Parties in respect of any actions taken or omitted to be taken by any of them (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.

9.07

Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders. Each Lender expressly

acknowledges that neither the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by

the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the

affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative

Agent or the Arrangers to any 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 represents to the Administrative Agent and the Arrangers

that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any other 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 Borrower

and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its

own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will,

independently and without reliance upon the Administrative Agent, the Arrangers, any other 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 Borrower. Each 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 for the purpose of making, acquiring or holding

commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing,

acquiring or holding any other type of financial instrument such as a security, and each Lender agrees not to assert a claim in contravention

of the foregoing, such as a claim under United States Federal or state securities Laws. Each Lender represents and warrants that it is

sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein,

as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or

hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans

or providing such other facilities.

9.08

No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners,

Arrangers, or Syndication Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement

or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09

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 the Borrower, the Administrative Agent (irrespective of whether the

principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the

Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding

or otherwise,

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all

other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims

of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances

of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative

Agent under Sections 2.09 and 10.04)

allowed in such judicial proceeding; and

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

and any custodian,

receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized

by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the

making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,

disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent

under Sections 2.09 and 10.04.

Nothing contained

herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any

plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the

Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.10

[Reserved].

9.11

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 not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one

of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or

more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,

the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined

by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration

of and performance of the Loans, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part

VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,

participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration

of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (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 Commitments

and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent or any Arranger,

each in its sole discretion, and such Lender.

(b)

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2)

a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause

(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,

from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,

the Administrative Agent and the Arrangers and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative

Agent and each Arranger is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation

in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation

or exercise of any rights by the Administrative Agent or the Arrangers under this Agreement, any Loan Document or any documents related

hereto or thereto).

9.12

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, whether or not in respect of an Obligation

due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender receiving

a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such

Lender in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable

Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and

a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender 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 promptly upon determining that any payment made to such Lender

comprised, in whole or in part, a Rescindable Amount.

Article

MISCELLANEOUS

10.01

Amendments, Etc. Subject to Section

3.03 and the last paragraph of this Section 10.01,

no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower

therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, as the case may be, and acknowledged

by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose

for which given; provided, however,

that no such amendment, waiver or consent shall:

(a)

[reserved];

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section

8.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts

due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and

adversely affected thereby;

(d)

reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause

(iv) of the second proviso to this Section 10.01) any

fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely

affected thereby; provided, however,

that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any

obligation of the Borrower to pay interest at the Default Rate;

(e) modify Section 2.13 or 8.03

or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments, pro

rata payments or the pro rata sharing of payments otherwise required hereunder, in each case, without the written consent of each Lender

directly and adversely affected thereby;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying

the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant

any consent hereunder, without the written consent of each Lender; or

(g) release the Borrower (from its obligations as a borrower hereunder), except in connection with a merger or consolidation permitted

under Section 7.03;

and, provided,

further, that (i) 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; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived,

in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any

right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires

the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),

except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not

be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven,

in each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent

of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders

shall require the consent of such Defaulting Lender.

Notwithstanding

anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of

the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a

party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no

other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it

or accrued for its account under this Agreement.

Notwithstanding

any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,

mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and

exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to

cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further

action or consent of any other party to this Agreement.

10.02

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 clause (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 facsimile or electronic mail 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 Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number

specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, facsimile 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 Borrower).

Notices and

other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been

given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if

not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business

Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause

(b) below, shall be effective as provided in such clause (b).

(b)

Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic

communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative

Agent, provided that the foregoing shall not apply to notices

to any Lender pursuant to Article II if such Lender has notified

the Administrative Agent that it is incapable of receiving notices under such Article

II by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices

and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided

that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative

Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s

receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,

return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall

be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i)

of notification that such notice or communication is available and identifying the website address therefor; provided

that, for both clauses (i) and (ii),

if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication

shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)

The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED

BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM

LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER

CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative

Agent or any of its Related Parties (collectively, the “Agent Parties”)

have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether

in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials

or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet except to the

extent such losses, claims, damages, liabilities or expenses are found to have resulted from the gross negligence or willful misconduct

of such Agent Party by a final and nonappealable judgment of a court of competent jurisdiction.

(d)

Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone

number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,

facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.

In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record

(i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications

may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Lender agrees to cause at least one individual at

or on behalf of such 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 Lender or its delegate, in accordance with such Lender’s compliance

procedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that

are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public

information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e)

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act

upon any notices (including telephonic or electronic notices, Loan Notices and notice of Loan prepayment) purportedly given by or on

behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed

by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation

thereof. The Borrower shall indemnify the Administrative Agent, each 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 the Borrower

except to the extent resulting from the gross negligence or willful misconduct of such Person as determined by a final and nonappealable

judgment of a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative

Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03

No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative

Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other

Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder

or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or

privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and

not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding

anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under

the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with

such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section

8.02 for the benefit of all the Lenders; provided,

however, that the foregoing shall not prohibit (a) the Administrative

Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)

hereunder and under the other Loan Documents, (b) [reserved], (c) any Lender from exercising setoff rights in accordance with Section

10.08 (subject to the terms of Section 2.13), or (d)

any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative

to the Borrower under any Debtor Relief Law; and provided, further,

that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required

Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section

8.02 and (ii) in addition to the matters set forth in clauses

Section 2.13, any Lender may, with the consent of the Required

Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04

Expenses; Indemnity; Damage Waiver.

(a)

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the

Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative

Agent), 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 (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [reserved] and (iii) all

reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable and documented

fees, charges and disbursements of one primary firm of counsel for the Administrative Agent or any Lender, taken as a whole (and if reasonably

necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single

local counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Administrative

Agent or any Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another

primary firm of counsel for such affected or similarly affected person (and if reasonably necessary (as determined by such affected person

in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), in

connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,

including its rights under this Section 10.04, or (B) in

connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout,

restructuring or negotiations in respect of such Loans.

(b)

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each

Lender, each Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)

against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the

reasonable and documented fees, charges and disbursements of one primary firm of counsel for all such Indemnitees (and if reasonably

necessary (as determined by such Indemnitees in consultation with the Borrower), of a single regulatory counsel and a single local counsel

in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Indemnitee affected by such

conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected

or similarly affected Indemnitee (and if reasonably necessary (as determined by such affected Indemnitee in consultation with the Borrower),

of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), incurred by any Indemnitee or asserted

against any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution

or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without

limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic

Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions

contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only,

the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom,

(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower

or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any

actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort

or any other theory, whether brought by a third party or by the Borrower, 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 (x) are determined by a court of competent

jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such

Indemnitee, (y) result from a claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another

Indemnitee (other than against the Arrangers or the Administrative Agent in their capacities as such) or (z) result from a material breach

by such Indemnitee or one of its controlled Affiliates of its obligations under this Agreement or any other Loan Document (as determined

by a court of competent jurisdiction by final and nonappealable judgment). Without limiting the provisions of Section

3.01(c), this Section 10.04(b) shall not apply with

respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required

under clauses (a) or (b)

of this Section 10.04 to be paid by it to the Administrative

Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative

Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share of the Loans of such unpaid

amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them

based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment

is sought), provided that the unreimbursed expense or indemnified

loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or

any such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent).

The obligations of the Lenders under this clause (c) are

subject to the provisions of Section 2.12(d).

(d)

Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert,

and the Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, 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 the use of the proceeds thereof. No Indemnitee referred to in clause

(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials

distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission

systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for

direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable

judgment of a court of competent jurisdiction.

(e)

Payments. All amounts due under this Section 10.04

shall be payable not later than ten Business Days after demand therefor.

(f)

Survival. The agreements in this Section 10.04 and

the indemnity provisions of Section 10.02(e) shall survive

the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,

satisfaction or discharge of all the other Obligations.

10.05

Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to

the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or

the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or

required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid

to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the

extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force

and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative

Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus

interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight

Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders under clause

(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06

Successors and Assigns.

(a)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower may assign or otherwise

transfer any of its rights or obligations hereunder 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,

(iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection

(e) 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 10.06 and, to the extent expressly

contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or

claim under or by reason of this Agreement.

(b)

Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations

under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it);

provided that any such assignment shall be subject to the following

conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the

time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal

at least the amount specified in clause (b)(i)(B) of this Section

10.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum

amount need be assigned; and

(B) in any case not described in clause (b)(i)(A) of this Section

10.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable

Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment,

determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or,

if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless

each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents

(each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning

Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause

(b)(i)(B) of this Section 10.06 and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed, it being understood that withholding consent

to an assignment to a Person who is not capable of lending to the Borrower in Euros or is not capable of lending to the Borrower in Euros

without the imposition of any Indemnified Taxes is reasonable) shall be required unless (1) after the Certain Funds Period, an Event

of Default under Section 8.01(a) or (f) (but solely with respect to the Borrower in the case of Section 8.01(f)) has occurred and is

continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided

that after the Certain Funds Period, the Borrower shall be deemed to have consented to any such assignment unless it shall

object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice thereof;

and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments

to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment

and Assumption, together with a processing and recordation fee in the amount of $3,500; provided,

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 Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates

or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would

constitute any of the foregoing Persons described in this clause (B),

or (C) 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).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,

no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to

the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof

as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating

actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously

requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),

to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender

hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance

with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting

Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this clause (vi), then the assignee

of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause

date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the

interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning

Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under

this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations

under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections

3.01, 3.04, 3.05,

and 10.04 with respect to facts and circumstances occurring prior

to the effective date of such assignment; provided that except

to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release

of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at

its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations

under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender

of a participation in such rights and obligations in accordance with clause

(d) of this Section 10.06.

(c)

Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain

at the Administrative Agent’s Office within the United States of America a copy of each Assignment and Assumption delivered to

it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the

Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time

to time (the “Register”). The entries in the Register

shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name

is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall

be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent,

sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated

for the primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates

or Subsidiaries) (each, a “Participant”) in all or

a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or

the Loans owing to it); provided that (i) such Lender’s

obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto

for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal

solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance

of doubt, each Lender shall be responsible for the indemnity under Section

10.04(c) without regard to the existence of any participation.

Any agreement

or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce

this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided

that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to

any amendment, waiver or other modification described in the first proviso to Section

10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections

3.01, 3.04 and 3.05,

subject to the requirements and limitations therein, including the requirements of Section

3.01(g), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause

(b) of this Section 10.06 (it being understood that

the documentation required under Section 3.01(g) shall be delivered

to the Lender who sells the participation); provided that such

Participant (A) agrees to be subject to the provisions of Sections 3.06

and 10.13 as if it were an assignee under clause (b) of this Section

10.06 and (B) shall not be entitled to receive any greater payment under Sections

3.01 or 3.04, with respect to any participation, than

the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement

to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each

Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the

Borrower to effectuate the provisions of Section 3.06 with respect

to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section

10.08 as though it were a Lender; provided that such

Participant agrees to be subject to Section 2.13 as though it

were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,

maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each

Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant

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, letter of credit or other obligation

is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall

be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the

owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,

the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under

this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure

obligations to a Federal Reserve Bank; provided that no such pledge

or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender

as a party hereto.

10.07

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the

Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to

its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed

of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested

by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,

such as the National Association of Insurance Commissioners) (in which case such Person will inform the Borrower promptly thereof to

the extent reasonably practicable and not prohibited by law, rule or regulation), (c) to the extent required by Applicable Laws or regulations

or by any subpoena or similar legal process (in which case such Person will inform the Borrower promptly thereof to the extent reasonably

practicable and not prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of

any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document

or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those

of this Section 10.07 and not less protective of the Information

than this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and

obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section

10.01, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which

payments are to be made by reference to any of the Borrower and its obligations, this Agreement or payments hereunder or (iii) to the

extent required by a potential or actual counterparty, insurer or reinsurer in connection with providing insurance, reinsurance or credit

risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement, (g) on a confidential basis

to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii)

the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers

or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i)

to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section

10.07, (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential

basis from a source other than the Borrower that is not, to knowledge of the Administrative Agent or such Lender, subject to confidentiality

obligations to the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received

from the Borrower or violating the terms of this Section 10.07.

In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement

to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the

Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For purposes

of this Section 10.07, “Information”

means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective

businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior

to disclosure by the Borrower or any Subsidiary, provided that,

in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified

at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section

10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care

to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative

Agent and the Lenders acknowledges that (a) the Information is or may be price sensitive information and that the use of such Information

may be regulated or prohibited by applicable legislation including securities laws relating to insider trading (under Regulation (EU)

No 596/2014 (Market Abuse Regulation) or otherwise) and each of the Administrative Agent and the Lenders undertakes not to use any Information

for any unlawful purpose.

For the avoidance

of doubt, nothing contained in this Section 10.07 prohibits any individual from communicating or disclosing information regarding suspected

violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any

person.

The parties hereto

do not anticipate any disclosure of personal information of California residents to Morgan Stanley, or any collection or processing of

personal information of California residents, in connection with the Transactions and Morgan Stanley’s services contemplated under

this Agreement; provided, however, to the extent any California personal information subject to the California Privacy Rights Act (“CPRA”)

and its implementing regulations is disclosed by the Borrower to Morgan Stanley and is covered by the CPRA and its implementing regulations,

Morgan Stanley agrees to process such personal information only for the limited and specified business purposes of facilitating the execution

of the Transactions or as otherwise provided by, and in compliance with, the CPRA.

10.08

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and

each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent

of the Administrative Agent, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or

special, time or demand, provisional or final, in whatever currency but excluding deposits in (a) payroll accounts, (b) health savings

accounts, worker’s compensation accounts and other employee benefits accounts and (c) withholding tax accounts) at any time held

and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account

of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan

Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand

under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed

to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such

indebtedness; provided that in the event that any Defaulting Lender

shall exercise any such right of setoff, (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 2.17

and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit

of the Administrative Agent and the Lenders, and (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. The rights

of each Lender and their respective Affiliates under this Section 10.08

are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.

Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided

that the failure to give such notice shall not affect the validity of such setoff and application.

10.09

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 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.

10.10

Integration; Effectiveness. This Agreement, the other Loan Documents, and any separate letter

agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the

subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter

hereof. Except as provided in Section 4.01, this Agreement shall

become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts

hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure

to the benefit of the parties hereto and their respective successors and assigns.

10.11

Survival of Representations and Warranties. All representations and warranties made hereunder

and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive

the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative

Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding

that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue

in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12

Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,

invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan

Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,

invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,

invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section

10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall

be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be

in effect only to the extent not so limited.

10.13

Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions

of Section 3.06, or if any Lender is a Defaulting Lender or a

Non-Consenting Lender (including for these purposes a Lender

who fails to provide consent under the provisions of Section 10.01) or if any

other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at

its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without

recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section

10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections

3.01 and 3.04) and obligations under this Agreement

and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a

Lender accepts such assignment), provided that:

(a)

the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section

10.06(b);

(b)

such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section

3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the

case of all other amounts);

(c)

in the case of any such assignment resulting from a claim for compensation under Section

3.04 or payments required to be made pursuant to Section 3.01,

such assignment will result in a reduction in such compensation or payments thereafter;

(d)

such assignment does not conflict with Applicable Laws; and

(e)

in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented

to the applicable amendment, waiver or consent.

A Lender shall

not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the

circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each party hereto

agrees that (a) an assignment required pursuant to this Section 10.13

may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b)

the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed

to have consented to and be bound by the terms thereof; provided

that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents

necessary to evidence such assignment as reasonably requested by the applicable Lender, provided,

further that any such documents shall be without recourse to or

warranty by the parties thereto.

Notwithstanding

anything in this Section 10.13 to the contrary, the Lender that

acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

10.14

Governing Law; Jurisdiction; Etc.

(a)

GOVERNING LAW. This Agreement and the

other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising

out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein)

and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of

NEW YORK.

(b)

SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY

agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in

contract or in tort or otherwise, against ANY OTHER PARTY HERETO, or any Related Party of the foregoing in any way relating to this Agreement

or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF

NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK

COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION

OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH

NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES

THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY

SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c)

WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION

10.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE

OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)

SERVICE OF PROCESS. EACH PARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15

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 10.15.

10.16

[Reserved].

10.17

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 Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ and 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 Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the

Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has

deemed appropriate, and (C) the Borrower 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) the Administrative Agent, the Arrangers and each Lender is

and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and

will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the

Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions

contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative

Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests

that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any

obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower

hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to

any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.18

Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and

any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed

using Electronic Signatures. The Borrower and each of the Administrative Agent and each Lender agrees that any Electronic Signature on

or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and

that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable

against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any

Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but

all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may

include, without limitation, use or acceptance 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 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.

All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes,

and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the

contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless

expressly agreed to by such Person pursuant to procedures approved by it; provided, further, 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 Borrower and/or any Lender without further

verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed

by such manually executed counterpart.

The Administrative

Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness

or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection

with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic

means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or

any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website

posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed

by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth

in the Loan Documents for being the maker thereof).

The Borrower

and each Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement,

any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) any claim

against the Administrative Agent, and each Lender for any liabilities arising solely from the Administrative Agent’s and/or any

Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Borrower

to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

10.19

USA PATRIOT Act. Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and

the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements

of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time (the “PATRIOT

Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes

the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to

identify the Borrower in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent

or any Lender, use commercially reasonable efforts to provide all documentation and other information that the Administrative Agent or

such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and

anti-money laundering rules and regulations, including the PATRIOT Act.

10.20

[Reserved].

10.21

ENTIRE AGREEMENT. THIS AGREEMENT

AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,

OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

10.22

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 that is an Affected Financial Institution arising under any Loan Document, to the extent

such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees

and consents to, and acknowledges and agrees to be bound by:

(a)

the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising

hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b)

the effects of any Bail-in Action on any such liability, including, if applicable:

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

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial

Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares

or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement

or any other Loan Document; or

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

Resolution Authority.

10.23

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 the Borrower 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 the

Borrower in the Agreement Currency, the Borrower 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 the Borrower (or to any other Person who may be entitled thereto under

Applicable law).

Summary

report:

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EX-10.3

Filename: e26328_ex10-3.htm · Sequence: 4

Exhibit 10.3

Execution

Version

Deal

CUSIP: 90351JAL8

Revolver

CUSIP: 90351JAM6

CREDIT

AGREEMENT

Dated

as of August 6, 2026

among

UBER

TECHNOLOGIES, INC.,

as the Borrower,

BANK

OF AMERICA, N.A.,

as Administrative Agent and an L/C Issuer,

The Other

L/C Issuers Party Hereto,

and

The Other

Lenders Party Hereto

BofA

SECURITIES, INC.

MORGAN STANLEY SENIOR FUNDING, INC.,

CITIBANK, N.A.,

GOLDMAN SACH BANK USA and

JPMORGAN CHASE BANK, N.A.

Joint Lead Arrangers and Joint Bookrunners

MORGAN

STANLEY SENIOR FUNDING, INC.,

CITIBANK, N.A.,

GOLDMAN SACH BANK USA and

JPMORGAN CHASE BANK, N.A.

as Syndication Agents

TABLE

OF CONTENTS

Section

Page

Article I. DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Letter of Credit Amounts

1.07

Interest Rates

1.08

Exchange Rates; Currency Equivalents

1.09

Additional Alternative Currencies

1.10

Change of Currency

Article II. the COMMITMENTS and Credit Extensions

2.01

Committed Loans

2.02

Borrowings, Conversions and Continuations of Committed Loans

2.03

Letters of Credit

2.04

[Reserved]

2.05

Prepayments

2.06

Termination or Reduction of Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees

2.11

Evidence of Debt

2.12

Payments Generally; Administrative Agent’s Clawback

2.13

Sharing of Payments by Lenders

2.14

Extension of Maturity Date

2.15

Increase

in Commitments

2.16

Cash Collateral

2.17

Defaulting Lenders

2.18

[Reserved]

Article III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

Survival

Article IV. CONDITIONS PRECEDENT TO Credit Extensions

4.01

Conditions of Initial Credit Extension

4.02

Conditions to all Credit Extensions

Article V. REPRESENTATIONS AND WARRANTIES

5.01

Organization; Powers

5.02

Authorization; Enforceability

5.03

Governmental Approvals; No Conflicts

5.04

Financial Condition; No Material Adverse Change

5.05

[Reserved]

5.06

Litigation Matters

5.07

[Reserved]

5.08

Investment Company Status

5.09

Margin Stock

5.10

[Reserved]

5.11

ERISA

5.12

Disclosure

5.13

[Reserved]

5.14

[Reserved]

5.15

Anti-Terrorism Laws

5.16

[Reserved]

5.17

Beneficial Ownership Certification

Article VI. AFFIRMATIVE COVENANTS

6.01

Financial Statements; Ratings Change and Other Information

6.02

Notices of Default

6.03

Existence; Conduct of Business

6.04

Payment of Taxes

6.05

[Reserved]

6.06

Books and Records; Inspection Rights

6.07

[Reserved]

6.08

Compliance with Laws and Agreements

6.09

Use of Proceeds

6.10

[Reserved]

6.11

Beneficial Ownership Regulations

Article VII. NEGATIVE COVENANTS

7.01

Subsidiary Indebtedness

7.02

Liens

7.03

Fundamental Changes

7.04

Use of Proceeds

7.05

Financial Covenant

Article VIII. EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

Article IX. ADMINISTRATIVE AGENT

9.01

Appointment and Authority

9.02

Rights as a Lender

9.03

Exculpatory Provisions

9.04

Reliance by Administrative Agent

9.05

Delegation of Duties

9.06

Resignation of Administrative Agent

9.07

Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders

9.08

No Other Duties, Etc.

9.09

Administrative Agent May File Proofs of Claim

9.10

[Reserved]

9.11

Certain ERISA Matters

9.12

Recovery of Erroneous Payments

Article X. MISCELLANEOUS

10.01

Amendments, Etc.

10.02

Notices; Effectiveness; Electronic Communication

10.03

No Waiver; Cumulative Remedies; Enforcement

10.04

Expenses; Indemnity; Damage Waiver

10.05

Payments Set Aside

10.06

Successors and Assigns

10.07

Treatment of Certain Information; Confidentiality

10.08

Right of Setoff

10.09

Interest Rate Limitation

10.10

Integration; Effectiveness

10.11

Survival of Representations and Warranties

10.12

Severability

10.13

Replacement of Lenders

10.14

Governing Law; Jurisdiction; Etc.

10.15

Waiver of Jury Trial

10.16

[Reserved]

10.17

No Advisory or Fiduciary Responsibility

10.18

Electronic Execution; Electronic Records; Counterparts

10.19

USA PATRIOT Act

10.20

[Reserved]

10.21

ENTIRE AGREEMENT

10.22

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

10.23

Judgment Currency

iii

SCHEDULES

2.01A Commitments

and Applicable Percentages

2.01C Letter

of Credit Commitments

2.03 Existing

Letters of Credit

2.10 Day

Basis for Alternative Currencies

10.02 Administrative

Agent’s Office; Certain Addresses for Notices

EXHIBITS

A Form

of Committed Loan Notice

C Form

of Note

D Form

of Compliance Certificate

E-1 Assignment

and Assumption

E-2 Form

of Administrative Questionnaire

I-1 Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)

I-2 Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)

I-3 Form

of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)

I-4 Form

of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

CREDIT

AGREEMENT

This

CREDIT AGREEMENT (“Agreement”) is entered into as of August 6, 2026, among UBER TECHNOLOGIES, INC., a Delaware

corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”

and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the

other L/C Issuers from time to time party hereto.

The

Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms

and conditions set forth herein.

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

Article

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined

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

below:

“Act”

has the meaning specified in Section 10.18.

“Additional

Commitment Lender” has the meaning specified in Section 2.14(d).

“Administrative

Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative

agent under any of the Loan Documents, or any successor administrative agent.

“Administrative

Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,

account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to

such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form

approved by the Administrative Agent.

“Affected

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

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls

or is Controlled by or is under common Control with the Person specified.

“Agent

Parties” has the meaning specified in Section 10.02(c).

“Aggregate

Commitments” means the Commitments of all the Lenders.

“Aggregate

Debt” means the sum of the following as of the date of determination: (1) the lesser of (a) the then outstanding aggregate

principal amount of the Indebtedness of the Borrower and its Material Subsidiaries incurred after the Closing Date and secured

by Liens not permitted under Section 7.02(a) and (b) the fair market value of the assets subject to the Liens referred to in clause

(a), as determined in good faith by the board of directors of the Borrower and (2) the then outstanding aggregate principal amount

of all Subsidiary Debt incurred after the Closing Date and not permitted under Section 7.01(b); provided, that any such Subsidiary

Debt will be excluded from this clause (2) to the extent that such Subsidiary Debt is included in clause (1) of this definition.

For the avoidance of doubt, in no event will the amount of Indebtedness (including Guarantees of such Indebtedness) be required

to be included in the calculation of Aggregate Debt more than once despite the fact that more than one Person is liable with respect

to such Indebtedness and despite the fact that such Indebtedness is secured by the assets of more than one Person.

“Agreed

Currency” means Dollars or any Alternative Currency, as applicable.

“Agreement”

means this Credit Agreement.

“Agreement

Currency” has the meaning specified in Section 10.23.

“Alternative

Currency” means each of the following currencies: Australian Dollars, British Pounds, Canadian Dollars, Euros, Hong

Kong Dollars, Japanese Yen, Singapore Dollars, Swiss Francs, together with each other currency (other than Dollars) that is approved

in accordance with Section 1.09; provided that for each Alternative Currency, such requested currency is an Eligible

Currency.

“Alternative

Currency Daily Rate” means, for any day, with respect to any Credit Extension:

(a) denominated in British Pounds, the rate per annum equal to SONIA determined pursuant to the definition thereof;

(b) denominated

in Swiss Francs, the rate per annum equal to SARON determined pursuant to the definition thereof;

in Singapore dollars, the rate per annum equal to SORA determined pursuant to the definition thereof; and

(d) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest

at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative

Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.09(a) plus the adjustment

(if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.09(a) and approved by the

Borrower;

provided,

that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this

Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without

further notice.

“Alternative

Currency Daily Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of “Alternative

Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

“Alternative

Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof

in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, by reference

to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase

of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of

which the foreign exchange computation is made; provided, however, that if no such rate is available, the “Alternative

Currency Equivalent” shall be determined by the Administrative Agent or the L/C Issuer, as the case may be, using any reasonable

method of determination its deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest

error).

“Alternative

Currency Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.

“Alternative

Currency Term Rate” means, for any Interest Period, with respect to any Credit Extension:

(a) denominated

in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable

Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative

Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent

to such Interest Period;

(b) denominated

in Canadian dollars, the rate per annum equal to the forward-looking term rate based on CORRA (“Term CORRA”),

as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may

be designated by the Administrative Agent from time to time) (in such case, the “Term CORRA Rate”) on the Rate

Determination Date with a term equivalent to such Interest Period;

in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), as published on the

applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by

the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period;

(d) denominated

in Australian dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”), as published

on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated

by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period;

(e) denominated

in Hong Kong dollars, the rate per annum equal to the Hong Kong Interbank Offered Rate (“HIBOR”), as published

on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated

by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period;

(f) denominated

in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the

term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved

by the Administrative Agent and the relevant Lenders pursuant to Section 1.09(a) plus the adjustment (if any) determined

by the Administrative Agent and the relevant Lenders pursuant to Section 1.09(a) and approved by the Borrower;

provided,

that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this

Agreement.

“Alternative

Currency Term Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of “Alternative

Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

“Anti-Boycott

Regulations” has the meaning specified in Section 1.11(a).

“Anti-Corruption

Laws” means the FCPA, the U.K. Bribery Act 2010 to the extent applicable, all other applicable anti-corruption laws

of jurisdictions where the Borrower and its Subsidiaries conduct business, and the rules and regulations (if any) thereunder enforced

by any governmental agency.

“Anti-Terrorism

Laws” has the meaning specified in Section 5.15.

“Applicable

Authority” means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction

over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity

and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency

or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication

of the applicable Relevant Rate, in each case acting in such capacity.

“Applicable

Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable

Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of

the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section

2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have

been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of

each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any

subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable

Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01A or in the Assignment and Assumption

pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable

Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

Applicable

Rate

Pricing

Level

Debt

Ratings

S&P/Moody’s/Fitch

Commitment

Fee

Loans

(other than Base Rate Loans) and Letter of Credit Fees

Base

Rate Loans

≥A+/A1/A+

0.05%

0.55%

0.00%

A/A2/A

0.06%

0.625%

0.00%

A-/A3/A-

0.07%

0.75%

0.00%

BBB+/Baa1/BBB+

0.08%

0.875%

0.00%

BBB/Baa2/BBB

0.10%

1.00%

0.00%

≤

BBB-/Baa3/BBB-

0.15%

1.25%

0.25%