10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

O’REILLY AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

Missouri	000-21318	27-4358837
(State or other jurisdiction of	Commission file number	(I.R.S. Employer Identification No.)
incorporation or organization)

233 South Patterson Avenue

Springfield, Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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,	$0.01 par value	ORLY	The Nasdaq Stock Market LLC
			(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting 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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:  Common stock, $0.01 par value - 60,878,940 shares outstanding as of May 1, 2023.  

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION	2
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)	2
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Income	3
Condensed Consolidated Statements of Comprehensive Income	4
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4 - CONTROLS AND PROCEDURES	22
PART II - OTHER INFORMATION	24
ITEM 1 - LEGAL PROCEEDINGS	24
ITEM 1A - RISK FACTORS	24
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 6 - EXHIBITS	25
SIGNATURE PAGES	26

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	March 31, 2023		December 31, 2022
	(Unaudited)		(Note)
Assets
Current assets:
Cash and cash equivalents	$	59,872	$	108,583
Accounts receivable, net		346,037		343,155
Amounts receivable from suppliers		128,758		127,019
Inventory		4,543,980		4,359,126
Other current assets		109,347		110,376
Total current assets		5,187,994		5,048,259
Property and equipment, at cost		7,649,066		7,438,065
Less: accumulated depreciation and amortization		3,090,010		3,014,024
Net property and equipment		4,559,056		4,424,041
Operating lease, right-of-use assets		2,166,646		2,112,267
Goodwill		892,094		884,445
Other assets, net		167,026		158,967
Total assets	$	12,972,816	$	12,627,979
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable	$	6,055,992	$	5,881,157
Self-insurance reserves		136,723		138,926
Accrued payroll		111,324		126,888
Accrued benefits and withholdings		132,022		166,433
Income taxes payable		117,790		—
Current portion of operating lease liabilities		375,451		366,721
Other current liabilities		427,006		383,692
Total current liabilities		7,356,308		7,063,817
Long-term debt		4,927,678		4,371,653
Operating lease liabilities, less current portion		1,854,533		1,806,656
Deferred income taxes		249,903		245,347
Other liabilities		209,411		201,258
Shareholders’ equity (deficit):
Common stock, $0.01 par value:
Authorized shares – 245,000,000
Issued and outstanding shares –
61,038,936 as of March 31, 2023, and
62,353,221 as of December 31, 2022		610		624
Additional paid-in capital		1,305,276		1,311,488
Retained deficit		(2,952,797)		(2,375,860)
Accumulated other comprehensive income		21,894		2,996
Total shareholders’ deficit		(1,625,017)		(1,060,752)
Total liabilities and shareholders’ deficit	$	12,972,816	$	12,627,979

Note:  The balance sheet at December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

See accompanying Notes to condensed consolidated financial statements.

2

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	For the Three Months Ended
	March 31,
	2023		2022
Sales	$	3,707,864	$	3,296,011
Cost of goods sold, including warehouse and distribution expenses		1,817,535		1,587,939
Gross profit		1,890,329		1,708,072
Selling, general and administrative expenses		1,173,684		1,038,542
Operating income		716,645		669,530
Other income (expense):
Interest expense		(44,572)		(34,841)
Interest income		868		510
Other, net		4,479		(1,938)
Total other expense		(39,225)		(36,269)
Income before income taxes		677,420		633,261
Provision for income taxes		160,535		151,381
Net income	$	516,885	$	481,880
Earnings per share-basic:
Earnings per share	$	8.36	$	7.24
Weighted-average common shares outstanding – basic		61,840		66,572
Earnings per share-assuming dilution:
Earnings per share	$	8.28	$	7.17
Weighted-average common shares outstanding – assuming dilution		62,398		67,190

See accompanying Notes to condensed consolidated financial statements.

3

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	For the Three Months Ended
	March 31,
	2023		2022
Net income	$	516,885	$	481,880
Other comprehensive income:
Foreign currency translation adjustments		18,898		5,063
Total other comprehensive income		18,898		5,063
Comprehensive income	$	535,783	$	486,943

See accompanying Notes to condensed consolidated financial statements.

4

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands)

	For the Three Months Ended March 31, 2023
								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive
	Shares	Par Value		Capital		Deficit		Income		Total
Balance at December 31, 2022	62,353	$	624	$	1,311,488	$	(2,375,860)	$	2,996	$	(1,060,752)
Net income	—		—		—		516,885		—		516,885
Total other comprehensive income	—		—		—		—		18,898		18,898
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes	8		—		5,293		—		—		5,293
Net issuance of common stock upon exercise of stock options	35		—		10,255		—		—		10,255
Share-based compensation	—		—		6,980		—		—		6,980
Share repurchases, including fees	(1,357)		(14)		(28,740)		(1,082,707)		—		(1,111,461)
Excise tax on share repurchases	—		—		—		(11,115)		—		(11,115)
Balance at March 31, 2023	61,039	$	610	$	1,305,276	$	(2,952,797)	$	21,894	$	(1,625,017)
	For the Three Months Ended March 31, 2022
								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive
	Shares	Par Value		Capital		Deficit		Loss		Total
Balance at December 31, 2021	67,029	$	670	$	1,305,508	$	(1,365,802)	$	(6,799)	$	(66,423)
Net income	—		—		—		481,880		—		481,880
Total other comprehensive income	—		—		—		—		5,063		5,063
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes	8		—		4,882		—		—		4,882
Net issuance of common stock upon exercise of stock options	50		1		15,438		—		—		15,439
Share-based compensation	—		—		6,094		—		—		6,094
Share repurchases, including fees	(1,167)		(12)		(22,851)		(752,345)		—		(775,208)
Balance at March 31, 2022	65,920	$	659	$	1,309,071	$	(1,636,267)	$	(1,736)	$	(328,273)

See accompanying Notes to condensed consolidated financial statements.

5

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Three Months Ended
	March 31,
	2023		2022
Operating activities:
Net income	$	516,885	$	481,880
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles		93,747		82,923
Amortization of debt discount and issuance costs		1,215		1,102
Deferred income taxes		3,393		5,031
Share-based compensation programs		7,435		6,533
Other		29		1,007
Changes in operating assets and liabilities:
Accounts receivable		(2,610)		(33,678)
Inventory		(179,481)		(158,387)
Accounts payable		172,701		247,280
Income taxes payable		145,441		138,228
Other		(44,991)		(82,033)
Net cash provided by operating activities		713,764		689,886
Investing activities:
Purchases of property and equipment		(223,268)		(103,990)
Proceeds from sale of property and equipment		2,704		3,157
Investment in tax credit equity investments		—		(4,080)
Other		(956)		(68)
Net cash used in investing activities		(221,520)		(104,981)
Financing activities:
Proceeds from borrowings on revolving credit facility		1,216,000		—
Payments on revolving credit facility		(661,000)		—
Repurchases of common stock		(1,111,461)		(775,208)
Net proceeds from issuance of common stock		15,146		19,939
Other		(354)		(350)
Net cash used in financing activities		(541,669)		(755,619)
Effect of exchange rate changes on cash		714		147
Net decrease in cash and cash equivalents		(48,711)		(170,567)
Cash and cash equivalents at beginning of the period		108,583		362,113
Cash and cash equivalents at end of the period	$	59,872	$	191,546
Supplemental disclosures of cash flow information:
Income taxes paid	$	9,696	$	8,584
Interest paid, net of capitalized interest		26,531		31,514

See accompanying Notes to condensed consolidated financial statements.

6

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2023

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of O’Reilly Automotive, Inc. and its subsidiaries (the “Company” or “O’Reilly”) have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Principles of consolidation:

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All inter-company balances and transactions have been eliminated in consolidation.    

NOTE 2 – VARIABLE INTEREST ENTITIES

The Company invests in certain tax credit funds that promote renewable energy.  These investments generate a return primarily through the realization of federal tax credits and other tax benefits.  The Company accounts for the tax attributes of its renewable energy investments using the deferral method.  Under this method, realized investment tax credits and other tax benefits are recognized as a reduction of the renewable energy tax credits.

The Company has determined its investment in these tax credit funds were investments in variable interest entities (“VIEs”).  The Company analyzes any investments in VIEs at inception and again if certain triggering events are identified to determine if it is the primary beneficiary.  The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIEs’ economic performance including, but not limited to, the ability to direct financing, leasing, construction, and other operating decisions and activities.  As of March 31, 2023, the Company had invested in six unconsolidated tax credit fund entities that were considered to be VIEs and concluded it was not the primary beneficiary of any of the entities, as it did not have the power to control the activities that most significantly impact the entities, and has therefore accounted for these investments using the equity method.  

The Company’s maximum exposure to losses associated with these VIEs is generally limited to its net investment, which was $36.9 million as of March 31, 2023, and was included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets.  As of March 31, 2023, the Company had commitments to make certain additional capital contributions to one of its tax credit funds totaling approximately $3.1 million upon achievement of project milestones by the solar energy farms, which was paid subsequent to the end of the first quarter.

NOTE 3 – FAIR VALUE MEASUREMENTS

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).  The Company uses the income and market approaches to determine the fair value of its assets and liabilities.  The three levels of the fair value hierarchy are set forth below:

● Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

● Level 2 – Inputs other than quoted prices in active markets included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 – Unobservable inputs for the asset or liability.

7

Financial assets and liabilities measured at fair value on a recurring basis:

The Company invests in various marketable securities with the intention of selling these securities to fulfill its future unsecured obligations under the Company’s nonqualified deferred compensation plan.  See Note 11 for further information concerning the Company’s benefit plans.

The Company’s marketable securities were accounted for as trading securities and the carrying amount of its marketable securities were included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022.  The Company recorded an increase in fair value related to its marketable securities in the amount of $2.5 million and a decrease in fair value related to its marketable securities in the amount of $2.8 million for the three months ended March 31, 2023 and 2022, respectively, which were included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income.  

The tables below identify the estimated fair value of the Company’s marketable securities, determined by reference to quoted market prices (Level 1), as of March 31, 2023, and December 31, 2022 (in thousands):

	March 31, 2023
	Quoted Priced in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	53,321	$	—	$	—	$	53,321

	December 31, 2022
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	49,371	$	—	$	—	$	49,371

Non-financial assets and liabilities measured at fair value on a nonrecurring basis:

Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment.  These non-financial assets and liabilities may include assets acquired in a business combination or property and equipment that are determined to be impaired.  As of March 31, 2023, and December 31, 2022, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition.

Fair value of financial instruments:

The carrying amounts of the Company’s senior notes and unsecured revolving credit facility borrowings are included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022.  

The table below identifies the estimated fair value of the Company’s senior notes, using the market approach.  The fair value as of March 31, 2023, and December 31, 2022, was determined by reference to quoted market prices of the same or similar instruments (Level 2) (in thousands):

	March 31, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes	$	4,372,678	$	4,194,546	$	4,371,653	$	4,119,777

The carrying amount of the Company’s unsecured revolving credit facility approximates fair value (Level 2), as borrowings under the facility bear variable interest at current market rates.  See Note 6 for further information concerning the Company’s senior notes and unsecured revolving credit facility.

The accompanying Condensed Consolidated Balance Sheets include other financial instruments, including cash and cash equivalents, accounts receivable, amounts receivable from suppliers, and accounts payable.  Due to the short-term nature of these financial instruments, the Company believes that the carrying values of these instruments approximate their fair values.

8

NOTE 4 – LEASES

The Company leases certain office space, retail stores, distribution centers, and equipment under long-term, non-cancelable operating leases.  The following table summarizes Total lease cost for the three months ended March 31, 2023 and 2022, which were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income (in thousands):

	For the Three Months Ended
	March 31,
	2023		2022
Operating lease cost	$	96,518	$	89,709
Short-term operating lease cost		3,704		2,777
Variable operating lease cost		24,471		23,457
Sublease income		(1,214)		(1,145)
Total lease cost	$	123,479	$	114,798

The following table summarizes other lease-related information for the three months ended March 31, 2023 and 2022:

		For the Three Months Ended
		March 31,
		2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities:
	Operating cash flows from operating leases	$	95,494	$	89,829
Right-of-use assets obtained in exchange for new operating lease liabilities			126,986		63,934

NOTE 5 – SUPPLIER FINANCE PROGRAMS

The Company has established and maintains supplier finance programs with certain third-party financial institutions, which allow participating merchandise suppliers to voluntarily elect to assign the Company’s payment obligations due to these merchandise suppliers to one of the designated third-party institutions.  Under these supplier finance programs, the Company has agreed to pay the third-party financial institutions the stated amount of confirmed merchandise supplier invoices on the original maturity dates of the invoices, which are generally for a term of one year.  The Company does not have any assets pledged as security or other forms of guarantees for the committed payment to the third-party financial institutions.  As of March 31, 2023, and December 31, 2022, the Company had obligations outstanding under these programs for invoices that were confirmed as valid to the third-party financial institutions in the amounts of $4.3 billion and $4.2 billion, respectively, which were included as a component of “Accounts payable” on the accompanying Condensed Consolidated Balance Sheets.      

NOTE 6 – FINANCING

The following table identifies the amounts included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022 (in thousands):

	March 31, 2023		December 31, 2022
Revolving Credit Facility, weighted-average variable interest rate of 6.900%	$	555,000	$	—
3.850% Senior Notes due 2023, effective interest rate of 3.851%		300,000		300,000
3.550% Senior Notes due 2026, effective interest rate of 3.570%		500,000		500,000
3.600% Senior Notes due 2027, effective interest rate of 3.619%		750,000		750,000
4.350% Senior Notes due 2028, effective interest rate of 4.383%		500,000		500,000
3.900% Senior Notes due 2029, effective interest rate of 3.901%		500,000		500,000
4.200% Senior Notes due 2030, effective interest rate of 4.205%		500,000		500,000
1.750% Senior Notes due 2031, effective interest rate of 1.798%		500,000		500,000
4.700% Senior Notes due 2032, effective interest rate of 4.740%		850,000		850,000
Total principal amount of debt		4,955,000		4,400,000
Less: Unamortized discount and debt issuance costs		27,322		28,347
Total long-term debt	$	4,927,678	$	4,371,653

Unsecured revolving credit facility:

The Company is party to a credit agreement dated June 15, 2021, as amended as of March 6, 2023 (the “Credit Agreement”).  The Credit Agreement provides for a five-year $1.8 billion unsecured revolving credit facility (the “Revolving Credit Facility”) arranged by

9

JPMorgan Chase Bank, N.A., which is scheduled to mature in June of 2026.  The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolving Credit Facility.  As described in the Credit Agreement governing the Revolving Credit Facility, the Company may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $900 million, provided that the aggregate amount of the commitments does not exceed $2.7 billion at any time.

On March 6, 2023, the Company entered into the First Amendment (the “Amendment”) to the credit agreement to convert the LIBOR based pricing to Secured Overnight Financing Rate (“SOFR”) based pricing.  The Amendment replaces an Adjusted LIBO Rate with an Adjusted Term SOFR Rate, comprised of the Term SOFR Rate plus 0.100%.  The Amendment made no other material changes to the terms of the credit agreement.

As of March 31, 2023, and December 31, 2022, the Company had outstanding letters of credit, primarily to support obligations related to workers’ compensation, general liability, and other insurance policies, under the Credit Agreement in the amounts of $5.0 million and $5.1 million, respectively, reducing the aggregate availability under the Credit Agreement by those amounts.  Substantially all of these outstanding letters of credit have a one-year term from the date of issuance.  

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest, at the Company’s option, at either an Alternate Base Rate or an Adjusted Term SOFR Rate (both as defined in the Credit Agreement) plus an applicable margin.  Swing line loans made under the Revolving Credit Facility bear interest at an Alternate Base Rate plus the applicable margin for Alternate Base Rate loans.  In addition, the Company pays a facility fee on the aggregate amount of the commitments under the Credit Agreement in an amount equal to a percentage of such commitments.  The interest rate margins and facility fee are based upon the better of the ratings assigned to the Company’s debt by Moody’s Investor Service, Inc. and Standard & Poor’s Ratings Services, subject to limited exceptions.  As of March 31, 2023, based upon the Company’s current credit ratings, its margin for Alternate Base Rate loans was 0.000%, its margin for Term Benchmark Revolving Loans was 0.900% and its facility fee was 0.100%.

The Credit Agreement contains certain covenants, including limitations on subsidiary indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00.  The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense to fixed charges.  Fixed charges include interest expense, capitalized interest, and rent expense.  The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense.  Adjusted debt includes outstanding debt, outstanding stand-by letters of credit, and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt.  In the event that the Company should default on any covenant (subject to customary grace periods, cure rights, and materiality thresholds) contained in the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement, and litigation from lenders.  As of March 31, 2023, the Company remained in compliance with all covenants under the Credit Agreement.

In addition to the letters of credit issued under the Credit Agreement described above, as of March 31, 2023, and December 31, 2022, respectively, the Company had additional outstanding letters of credit, primarily to support obligations under workers’ compensation, general liability, and other insurance policies, in the amount of $111.7 million and $96.6 million.  Substantially all of these letters of credit have a one-year term from the date of issuance and were not issued under the Company’s Credit Agreement or another committed facility.

Senior notes:

As of March 31, 2023, the Company has issued and outstanding a cumulative $4.4 billion aggregate principal amount of unsecured senior notes, which are due between 2023 and 2032, with UMB Bank, N.A. and U.S. Bank Trust Company, National Association as trustees.  Interest on the senior notes, ranging from 1.750% to 4.700%, is payable semi-annually and is computed on the basis of a 360-day year.  The $300 million aggregate principal amount of unsecured 3.850% Senior Notes due 2023 was included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheet as of March 31, 2023, and December 31, 2022, as the Company has the ability and intent to refinance these notes on a long-term basis.  None of the Company’s subsidiaries is a guarantor under the senior notes.  Each of the senior notes is subject to certain customary covenants, with which the Company complied as of March 31, 2023.      

NOTE 7 – WARRANTIES

The Company provides warranties on certain merchandise it sells with warranty periods ranging from 30 days to limited lifetime warranties. The risk of loss arising from warranty claims is typically the obligation of the Company’s suppliers. Certain suppliers provide upfront allowances to the Company in lieu of accepting the obligation for warranty claims.  For this merchandise, when sold, the Company bears the risk of loss associated with the cost of warranty claims.  Differences between supplier allowances received by the Company, in lieu of warranty obligations and estimated warranty expense, are recorded as an adjustment to cost of sales.  Estimated

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warranty costs, which are recorded as obligations at the time of sale, are based on the historical failure rate of each individual product line.  The Company’s historical experience has been that failure rates are relatively consistent over time and that the ultimate cost of warranty claims to the Company has been driven by volume of units sold as opposed to fluctuations in failure rates or the variation of the cost of individual claims.

The Company’s product warranty liabilities are included in “Other current liabilities” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022; the following table identifies the changes in the Company’s aggregate product warranty liabilities for the three months ended March 31, 2023 (in thousands):

Warranty liabilities, balance at December 31, 2022	$	98,564
Warranty claims		(38,626)
Warranty accruals		39,219
Foreign currency translation		41
Warranty liabilities, balance at March 31, 2023	$	99,198

NOTE 8 – SHARE REPURCHASE PROGRAM

In January of 2011, the Company’s Board of Directors approved a share repurchase program. Under the program, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements, and overall market conditions.  The Company’s Board of Directors may increase or otherwise modify, renew, suspend, or terminate the share repurchase program at any time, without prior notice.  As announced on November 15, 2022, the Company’s Board of Directors approved a resolution to increase the authorization amount under the share repurchase program by an additional $1.5 billion, resulting in a cumulative authorization amount of $21.8 billion.  The additional authorization is effective for three years, beginning on its respective announcement date.

The following table identifies shares of the Company’s common stock that have been repurchased as part of the Company’s publicly announced share repurchase program for the three months ended March 31, 2023 and 2022 (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2023		2022
Shares repurchased		1,357		1,167
Average price per share	$	819.06	$	664.15
Total investment	$	1,111,447	$	775,196

As of March 31, 2023, the Company had $611.9 million remaining under its share repurchase authorization.  Excise tax on shares repurchased, assessed at one percent of the fair market value of net shares repurchased, was $11.1 million for the three months ended March 31, 2023.

Subsequent to the end of the first quarter and through May 9, 2023, the Company repurchased 0.2 million additional shares of its common stock under its share repurchase program, at an average price of $867.43, for a total investment of $152.2 million.  The Company has repurchased a total of 92.0 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through May 9, 2023, at an average price of $231.29, for a total aggregate investment of $21.3 billion.

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NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) includes adjustments for foreign currency translations. The tables below summarize activity for changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2023 and 2022 (in thousands):

	Foreign		Total Accumulated Other
	Currency (1)		Comprehensive Income
Accumulated other comprehensive income, balance at December 31, 2022	$	2,996	$	2,996
Change in accumulated other comprehensive income		18,898		18,898
Accumulated other comprehensive income, balance at March 31, 2023	$	21,894	$	21,894

	Foreign		Total Accumulated Other
	Currency (1)		Comprehensive Loss
Accumulated other comprehensive loss, balance at December 31, 2021	$	(6,799)	$	(6,799)
Change in accumulated other comprehensive income		5,063		5,063
Accumulated other comprehensive loss, balance at March 31, 2022	$	(1,736)	$	(1,736)

(1) Foreign currency translation is not shown net of additional U.S. tax, as other basis differences of non-U.S. subsidiaries are intended to be permanently reinvested.

NOTE 10 – REVENUE

The table below identifies the Company’s revenues disaggregated by major customer type for the three months ended March 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	March 31,
	2023		2022
Sales to do-it-yourself customers	$	1,918,467	$	1,815,814
Sales to professional service provider customers		1,711,964		1,399,364
Other sales and sales adjustments		77,433		80,833
Total sales	$	3,707,864	$	3,296,011

See Note 7 for information concerning the expected costs associated with the Company’s assurance warranty obligations.

NOTE 11 – SHARE-BASED COMPENSATION AND BENEFIT PLANS

The Company recognizes share-based compensation expense based on the fair value of the grants, awards, or shares at the time of the grant, award, or issuance.  Share-based compensation includes stock option awards, restricted stock awards, and stock appreciation rights issued under the Company’s incentive plans and stock issued through the Company’s employee stock purchase plan.

Stock options:

The Company’s incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company.  Employee stock options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant.  Employee stock options granted under the plans expire after 10 years and typically vest 25% per year, over four years.  The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period.

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The table below identifies stock option activity under these plans during the three months ended March 31, 2023 (in thousands, except per share data):

	Shares	Weighted- Average
	(in thousands)	Exercise Price
Outstanding at December 31, 2022	1,069	$	356.76
Granted	62		829.83
Exercised	(35)		291.35
Forfeited or expired	(5)		557.30
Outstanding at March 31, 2023	1,091	$	385.00
Exercisable at March 31, 2023	803	$	302.61

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including the risk-free rate, expected life, expected volatility, and expected dividend yield.

● Risk-free interest rate – The United States Treasury rates in effect at the time the options are granted for the options’ expected life.

● Expected life – Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.

● Expected volatility – Measure of the amount, by which the Company’s stock price is expected to fluctuate, based on a historical trend.

● Expected dividend yield – The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends.

The table below identifies the weighted-average assumptions used for grants awarded during the three months ended March 31, 2023 and 2022:

	March 31,
	2023		2022
Risk free interest rate	3.91	%	1.61	%
Expected life	6.5	Years	6.5	Years
Expected volatility	29.1	%	28.5	%
Expected dividend yield	—	%	—	%

The following table summarizes activity related to stock options awarded by the Company for the three months ended March 31, 2023 and 2022 (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2023		2022
Compensation expense for stock options awarded	$	6,119	$	5,301
Income tax benefit from compensation expense related to stock options		1,534		1,346
Weighted-average grant-date fair value of options awarded	$	318.08	$	217.68

The remaining unrecognized compensation expense related to unvested stock option awards at March 31, 2023, was $48.2 million, and the weighted-average period of time over which this cost will be recognized is 2.8 years.

Other share-based compensation plans:

The Company sponsors other share-based compensation plans:  an employee stock purchase plan and incentive plans that provide for the awarding of shares of restricted stock to certain key employees and directors.  The Company’s employee stock purchase plan (the “ESPP”) permits eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value.  The fair value of shares issued under the ESPP is based on the average of the high and low market prices of the Company’s common stock during the offering periods, and compensation expense is recognized based on the discount between the fair value and the employee purchase price for the shares sold to employees.  Restricted stock awarded under the incentive plans to certain key employees and directors vests after one-year or evenly over a three-year period and is held in escrow until such vesting has occurred.  The fair value of shares awarded under the incentive plans is based on the closing market price of the Company’s common stock on the date of the award, and compensation expense is recorded evenly over the vesting period or the minimum required service period.

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The table below summarizes activity related to the Company’s other share-based compensation plans for the three months ended March 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	March 31,
	2023		2022
Compensation expense for shares issued under the ESPP	$	861	$	793
Income tax benefit from compensation expense related to shares issued under the ESPP		216		201
Compensation expense for restricted shares awarded		455		439
Income tax benefit from compensation expense related to restricted awards	$	114	$	112

Profit sharing and savings plan:

The Company sponsors a contributory profit sharing and savings plan (the “401(k) Plan”) that covers substantially all employees who are at least 21 years of age.  The Company makes matching contributions equal to 100% of the first 2% of each employee’s wages that are contributed and 25% of the next 4% of each employee’s wages that are contributed.  The Company may also make additional discretionary profit sharing contributions to the 401(k) Plan on an annual basis as determined by the Board of Directors.  The Company did not make any discretionary contributions to the 401(k) Plan during the three months ended March 31, 2023 or 2022.  The Company expensed matching contributions under the 401(k) Plan in the amount of $9.6 million and $8.6 million for the three months ended March 31, 2023 and 2022, respectively, which were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.  

Nonqualified deferred compensation plan:

The Company sponsors a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for highly compensated employees whose contributions to the 401(k) Plan are limited due to the application of the annual limitations under the Internal Revenue Code.  The Company may make discretionary contributions to the Deferred Compensation Plan on an annual basis as determined by the Board of Directors.  In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors.  The Company has an unsecured obligation to pay, in the future, the value of the deferred compensation and Company match, if applicable, adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period.  See Note 3 for further information concerning the Company’s marketable securities held to fulfill our future unsecured obligations under this plan.

The liability for compensation deferred under the Deferred Compensation Plan was $53.3 million and $49.4 million as of March 31, 2023, and December 31, 2022, respectively, which was included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets.  The Company did not make any discretionary contributions to the Deferred Compensation Plan during the three months ended March 31, 2023 or 2022.  The Company expensed matching contributions under the Deferred Compensation Plan in the amount of less than $0.1 million for each of the three months ended March 31, 2023 and 2022, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.    

Stock appreciation rights:

The Company’s incentive plans provide for the granting of stock appreciation rights, which expire after 10 years and vest 25% per year, over four years, and are settled in cash.  As of March 31, 2023, and December 31, 2022, respectively, there were 14,748 and 13,159 stock appreciation rights outstanding.  During the three months ended March 31, 2023, there were 1,714 stock appreciation rights granted and 125 stock appreciation rights exercised.  The liability for compensation to be paid for redeemed stock appreciation rights was $3.2 million and $2.9 million as of March 31, 2023, and December 31, 2022, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets.  The Company recorded compensation expense for stock appreciation rights in the amount of $0.3 million and compensation benefit for stock appreciation rights in the amount of less than $0.1 million for the three months ended March 31, 2023 and 2022, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.    

NOTE 12 – COMMITMENTS

Renewable energy tax credits:

The Company has entered into an agreement to purchase federal renewable energy tax credits (“RETC”).  As of March 31, 2023, the Company has committed to purchase approximately $300 million RETCs upon the credit transfer date, which is anticipated to occur by September of 2024.  

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NOTE 13 – EARNINGS PER SHARE

The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2023 and 2022 (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2023		2022
Numerator (basic and diluted):
Net income	$	516,885	$	481,880
Denominator:
Weighted-average common shares outstanding – basic		61,840		66,572
Effect of stock options (1)		558		618
Weighted-average common shares outstanding – assuming dilution		62,398		67,190
Earnings per share:
Earnings per share-basic	$	8.36	$	7.24
Earnings per share-assuming dilution	$	8.28	$	7.17
Antidilutive potential common shares not included in the calculation of diluted earnings per share:
Stock options (1)		149		115
Weighted-average exercise price per share of antidilutive stock options (1)	$	725.14	$	657.14

(1) See Note 11 for further information concerning the terms of the Company’s share-based compensation plans.

For the three months ended March 31, 2023 and 2022, the computation of diluted earnings per share did not include certain securities. These securities represent underlying stock options not included in the computation of diluted earnings per share, because the inclusion of such equity awards would have been antidilutive.

See Note 8 for information concerning the Company’s subsequent share repurchases.  

NOTE 14 – LEGAL MATTERS

The Company is currently involved in litigation incidental to the ordinary conduct of the Company’s business.  Based on existing facts and historical patterns, the Company accrues for litigation losses in instances where an adverse outcome is probable and the Company is able to reasonably estimate the probable loss in accordance with Accounting Standard Codification 450-20.  The Company also accrues for an estimate of legal costs to be incurred for litigation matters.  Although the Company cannot ascertain the amount of liability that it may incur from legal matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.  

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

In September of 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50):  Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”).  ASU 2022-04 enhances the transparency of supplier finance programs.  Under ASU 2022-04, a buyer in a supplier finance program would be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.  ASU 2022-04 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.  ASU 2022-04 allows for early adoption and requires retrospective adoption, except on rollforward information, which should be applied prospectively.  The Company adopted this guidance, using the retrospective adoption method, beginning with its first quarter ending March 31, 2023, with the exception, as stated in the guidance, of the rollforward information, which will be adopted prospectively, disclosure for which will be effective with the Company’s fiscal year beginning after December 15, 2023.  The application of this new guidance did not have a material impact on the Company’s consolidated financial condition, results of operations or cash flows, as the guidance requires disclosure only.  See Note 5 for further information concerning the Company’s supplier finance programs.  

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, “we,” “us,” “our,” and similar terms, as well as references to the “Company” or “O’Reilly,” refer to O’Reilly Automotive, Inc. and its subsidiaries.

In Management’s Discussion and Analysis, we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity, and certain other factors that may affect our future results, including

● an overview of the key drivers and other influences on the automotive aftermarket industry;

● our results of operations for the three months ended March 31, 2023 and 2022;

● our liquidity and capital resources;

● our critical accounting estimates; and

● recent accounting pronouncements that may affect our Company.

The review of Management’s Discussion and Analysis should be made in conjunction with our condensed consolidated financial statements, related notes and other financial information, forward-looking statements, and other risk factors included elsewhere in this quarterly report.

FORWARD-LOOKING STATEMENTS

We claim the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend,” or similar words.  In addition, statements contained within this quarterly report that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues, and future performance.  These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results.  Such statements are subject to risks, uncertainties, and assumptions, including, but not limited to, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; damage, failure or interruption of information technology systems, including information security and cyber-attacks; and governmental regulations.  Actual results may materially differ from anticipated results described or implied in these forward-looking statements.  Please refer to the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2022, and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance.  Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

OVERVIEW

We are a specialty retailer of automotive aftermarket parts, tools, supplies, equipment, and accessories in the United States, Puerto Rico, and Mexico.  We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.”  Our goal is to achieve growth in sales and profitability by capitalizing on our competitive advantages, such as our dual market strategy, superior customer service provided by well-trained and technically proficient Team Members, and strategic distribution and hub store network that provides same day and over-night inventory access for our stores to offer a broad selection of product offerings.  The successful execution of our growth strategy includes aggressively opening new stores, growing sales in existing stores, continually enhancing merchandising and store layouts, and implementing our Omnichannel initiatives.  As of March 31, 2023, we operated 5,986 stores in 48 U.S. states and Puerto Rico and 43 stores in Mexico.    

The extensive product line offered in our stores consists of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools, and professional service provider service equipment.  Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer.  For many of our product offerings, this quality differentiation reflects “good,” “better,” and “best” alternatives.  Our sales and total gross profit dollars are, generally, highest for the “best” quality category of products.  Consumers’ willingness to select products at a higher point on the value spectrum is a driver of enhanced sales and profitability in our industry.  We have ongoing initiatives focused on marketing and training to educate customers on the advantages of ongoing vehicle maintenance, as well as “purchasing up” on the value spectrum.

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Our stores also offer enhanced services and programs to our customers, including used oil, oil filter, and battery recycling; battery, wiper, and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code extraction; loaner tool program; drum and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

Our business is influenced by a number of general macroeconomic factors that impact both our industry and consumers, including, but not limited to, inflation, including rising consumer staples; fuel and energy costs; unemployment trends; interest rates; and other economic factors.  Future changes, such as continued broad-based inflation and rapid increases in fuel costs that exceed wage growth, may negatively impact our consumers’ level of disposable income, and we cannot predict the degree these changes, or other future changes, may have on our business or industry.

We believe the key drivers of demand over the long-term for the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, annual rate of light vehicle sales, and average vehicle age.

Number of Miles Driven 

The number of total miles driven in the U.S. influences the demand for repair and maintenance products sold within the automotive aftermarket.  In total, vehicles in the U.S. are driven approximately three trillion miles per year, resulting in ongoing wear and tear and a corresponding continued demand for the repair and maintenance products necessary to keep these vehicles in operation.  According to the U.S. Department of Transportation, the number of total miles driven in the U.S. decreased 13.2% in 2020, as a result of responses to the coronavirus pandemic, including work from home arrangements and reduced travel.  Miles driven improved and increased 11.2% in 2021, and continued to improve and increased 0.9% in 2022, and year-to-date through February of 2023, miles driven have increased 3.8%.  Total miles driven can be impacted by macroeconomic factors, including rapid increases in fuel cost, but we are unable to predict the degree of impact these factors may have on miles driven in the future.  

Size and Age of the Vehicle Fleet

The total number of vehicles on the road and the average age of the vehicle population heavily influence the demand for products sold within the automotive aftermarket industry.  As reported by the Auto Care Association, the total number of registered vehicles increased 12.1% from 2011 to 2021, bringing the number of light vehicles on the road to 279 million by the end of 2021.  In 2022, the rate of new vehicle sales was pressured due to supply chain constraints experienced by manufacturers, and the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was below the historical average at approximately 13.3 million vehicles for the year ended December 31, 2022.  The degree to which potential supply chain constraints may affect new vehicle production capacity in 2023 is difficult to determine, with the current 2023 outlook for the SAAR estimated to be approximately 14.8 million vehicles, which again remains below the historical average.  From 2011 to 2021, vehicle scrappage rates have remained relatively stable, ranging from 4.1% to 5.7% annually.  As a result, over the past decade, the average age of the U.S. vehicle population has increased, growing 11.0%, from 10.9 years in 2011 to 12.1 years in 2021.  While the annual changes to the vehicle population resulting from new vehicle sales and the fluctuation in vehicle scrappage rates in any given year represent a small percentage of the total light vehicle population and have a muted impact on the total number and average age of vehicles on the road over the short term, we believe our business benefits from the current environment of elevated new and used vehicle prices, as consumers are more willing to continue to invest in their current vehicle.  

We believe the increase in average vehicle age over the long term can be attributed to better engineered and manufactured vehicles, which can be reliably driven at higher mileages due to better quality power trains, interiors and exteriors, and the consumer’s willingness to invest in maintaining these higher-mileage, better built vehicles.  As the average age of vehicles on the road increases, a larger percentage of miles are being driven by vehicles that are outside of a manufacturer warranty.  These out-of-warranty, older vehicles generate strong demand for automotive aftermarket products as they go through more routine maintenance cycles, have more frequent mechanical failures, and generally require more maintenance than newer vehicles.  We believe consumers will continue to invest in these reliable, higher-quality, higher-mileage vehicles, and these investments, along with an increasing total light vehicle fleet, will support continued demand for automotive aftermarket products.

Inflationary cost pressures impact our business; however, historically we have been successful, in many cases, in reducing the effects of merchandise cost increases, principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of purchases and selective forward buying.  To the extent our acquisition costs increase due to base commodity price increases or other input cost increases affecting the entire industry, we have typically been able to pass along these cost increases through higher selling prices for the affected products.  As a result, we do not believe inflation has had a material adverse effect on our operations.

To some extent, our business is seasonal, primarily as a result of the impact of weather conditions on customer buying patterns.  While we have historically realized operating profits in each quarter of the year, our store sales and profits have historically been higher in the second and third quarters (April through September) than in the first and fourth quarters (October through March) of the year.

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We remain confident in our ability to gain market share in our existing markets and grow our business in new markets by focusing on our dual market strategy and the core O’Reilly values of hard work and excellent customer service.    

RESULTS OF OPERATIONS

Sales:

Sales for the three months ended March 31, 2023, increased $412 million, or 12%, to $3.71 billion from $3.30 billion for the same period one year ago.  Comparable store sales for stores open at least one year increased 10.8% and 4.8% for the three months ended March 31, 2023 and 2022, respectively.  Comparable store sales are calculated based on the change in sales for U.S. stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, and sales to Team Members.  Online sales for ship-to-home orders and pickup in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation. We opened 58 and 54 net, new stores during the three months ended March 31, 2023 and 2022, respectively.  We anticipate total new store growth to be 180 to 190 net, new store openings in 2023.  

The increase in sales for the three months ended March 31, 2023, was primarily the result of the 10.8% increase in domestic comparable store sales and a $68 million increase in sales from new stores opened in 2022 and 2023 that are not yet considered comparable stores.  Our comparable store sales increase for the three months ended March 31, 2023, was driven by increases in average ticket values for both professional service provider and DIY customers and positive transaction counts from professional service provider customers, partially offset by negative transaction counts from DIY customers.  Average ticket values benefited from increases in average selling prices, on a same-SKU basis, as compared to the same period in 2022, driven by increases in acquisition costs of inventory, which were passed on in selling prices.  Average ticket values also continue to be positively impacted by the increasing complexity and cost of replacement parts necessary to maintain the current population of better-engineered and more technically advanced vehicles.  These better-engineered, more technically advanced vehicles require less frequent repairs, as the component parts are more durable and last for longer periods of time.  The resulting decrease in repair frequency creates pressure on customer transaction counts; however, when repairs are needed, the cost of replacement parts is, on average, greater, which is a benefit to average ticket values.  The increase in professional service provider customer transaction counts was driven by consistently exceptional execution of our strategies surrounding superior service, inventory availability, and competitive pricing.  The decrease in DIY customer transaction counts was driven by broader industry dynamics on reduced repair frequency from better engineered parts, as well as pressure from the timing of the onset of spring weather.

See Note 10 “Revenue” to the Condensed Consolidated Financial Statements for further information concerning our sales.

Gross profit:

Gross profit for the three months ended March 31, 2023, increased 11% to $1.89 billion (or 51.0% of sales) from $1.71 billion (or 51.8% of sales) for the same period one year ago.  The increase in gross profit dollars for the three months ended March 31, 2023, was primarily the result of new store sales and the increase in comparable store sales at existing stores.  The decrease in gross profit as a percentage of sales for the three months ended March 31, 2023, was primarily due to the impact of the rollout of our professional pricing initiative in the middle of the first quarter of 2022, which was a strategic investment aimed at ensuring we are more competitively priced on the professional side of our business, a greater percentage of our total sales mix being generated from professional service provider customers, which carry a lower gross margin than DIY sales, and a benefit in the prior year from selling through inventory purchased prior to recent acquisition cost increases and corresponding selling price increases.

Selling, general and administrative expenses:

Selling, general and administrative expenses (“SG&A”) for the three months ended March 31, 2023, increased 13% to $1.17 billion (or 31.7% of sales) from $1.04 billion (or 31.5% of sales) for the same period one year ago.  The increase in total SG&A dollars for the three months ended March 31, 2023, was primarily the result of the resumption of our annual-in person leadership conference, our transition to an enhanced paid time-off program for our Team Members, and additional Team Members, facilities, and vehicles to support our increased sales and store count.  The increase in SG&A as a percentage of sales for the three months ended March 31, 2023, was principally due to costs associated with our leadership conference and our enhanced paid time-off program.    

Operating income:

As a result of the impacts discussed above, operating income for the three months ended March 31, 2023, increased 7% to $717 million (or 19.3% of sales) from $670 million (or 20.3% of sales) for the same period one year ago.    

Other income and expense:

Total other expense for the three months ended March 31, 2023, increased 8% to $39 million (or 1.1% of sales) from $36 million (or 1.1% of sales) for the same period one year ago.  The increase in total other expense for the three months ended March 31, 2023, was

18

the result of increased interest expense on higher average outstanding borrowings, partially offset by an increase in the value of our trading securities, as compared to a decrease in the same period one year ago.    

Income taxes:

Our provision for income taxes for the three months ended March 31, 2023, increased 6% to $161 million (23.7% effective tax rate) from $151 million (23.9% effective tax rate) for the same period one year ago.  The increase in our provision for income taxes for the three months ended March 31, 2023, was the result of higher taxable income, partially offset by higher excess tax benefits from share-based compensation.  The decrease in our effective tax rate for the three months ended March 31, 2023, was the result of higher excess tax benefits from share-based compensation.

Net income:

As a result of the impacts discussed above, net income for the three months ended March 31, 2023, increased 7% to $517 million (or 13.9% of sales) from $482 million (or 14.6% of sales) for the same period one year ago.    

Earnings per share:

Our diluted earnings per common share for the three months ended March 31, 2023, increased 15% to $8.28 on 62 million shares from $7.17 on 67 million shares for the same period one year ago.    

LIQUIDITY AND CAPITAL RESOURCES

Our long-term business strategy requires capital to open new stores, fund strategic acquisitions, expand distribution infrastructure, operate and maintain our existing stores, develop enhanced information technology systems and tools, and may include the opportunistic repurchase of shares of our common stock through our Board-approved share repurchase program.  Our material cash requirements necessary to maintain the current operations of our long-term business strategy include, but are not limited to, inventory purchases; human capital obligations, including payroll and benefits; contractual obligations, including debt and interest obligations; capital expenditures; payment of income taxes; and other operational priorities.  We expect to fund our short- and long-term cash and capital requirements with our primary sources of liquidity, which include funds generated from the normal course of our business operations, borrowings under our unsecured revolving credit facility, and senior note offerings.  However, there can be no assurance that we will continue to generate cash flows or maintain liquidity at or above recent levels, as we are unable to predict decreased demand for our products or changes in customer buying patterns.  Additionally, these factors could also impact our ability to meet the debt covenants of our credit agreement and, therefore, negatively impact the funds available under our unsecured revolving credit facility.

Other than the commitment discussed in Note 12 “Commitments” to the Condensed Consolidated Financial Statements, there have been no material changes to the contractual obligations, to which we are committed, since those discussed in our annual report on Form 10-K for the year ended December 31, 2022.

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the three months ended March 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	March 31,
Liquidity:	2023		2022
Total cash provided by/(used in):
Operating activities	$	713,764	$	689,886
Investing activities		(221,520)		(104,981)
Financing activities		(541,669)		(755,619)
Effect of exchange rate changes on cash		714		147
Net decrease in cash and cash equivalents	$	(48,711)	$	(170,567)
Capital expenditures	$	223,268	$	103,990
Free cash flow (1)		486,118		579,350

(1) Calculated as net cash provided by operating activities, less capital expenditures, excess tax benefit from share-based compensation payments, and investment in tax credit equity investments for the period.  See page 21 for the reconciliation of the calculation of free cash flow.

Operating activities:

The increase in net cash provided by operating activities during the three months ended March 31, 2023, compared to the same period in 2022, was primarily due to a smaller decrease in accrued benefits and withholdings, an increase in net income, and a smaller increase in accounts receivable, partially offset by an increase in net inventory investment.  The decrease in accrued benefits and withholdings

19

was due to lower accrued incentive compensation payments in 2023, versus the same period in 2022.  The smaller increase in accounts receivable was primarily due to the business day timing of period end dates.  

Investing activities:

The increase in net cash used in investing activities during the three months ended March 31, 2023, compared to the same period in 2022, was the result of an increase in capital expenditures.  The increase in capital expenditures was primarily due to an increase in store and distribution enhancement and expansion projects, as well as an increase in vehicle fleet upgrade investments, in the current period, as compared to the same period in the prior year.    

Financing activities:

The decrease in net cash used in financing activities during the three months ended March 31, 2023, compared to the same period in 2022, was attributable to net borrowings on our revolving credit facility in the current period, partially offset by an increase in repurchases of our common stock in the current period, as compared to the same period in the prior year.

Debt instruments:

See Note 6 “Financing” to the Condensed Consolidated Financial Statements for information concerning the Company’s credit agreement, unsecured revolving credit facility, outstanding letters of credit and unsecured senior notes.

Debt covenants:

The indentures governing our senior notes contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things, create certain liens on assets to secure certain debt and enter into certain sale and leaseback transactions, and limit our ability to merge or consolidate with another company or transfer all or substantially all of our property, in each case as set forth in the indentures.  These covenants are, however, subject to a number of important limitations and exceptions.  As of March 31, 2023, we were in compliance with the covenants applicable to our senior notes.

The Credit Agreement contains certain covenants, including limitations on indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00.  The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense to fixed charges.  Fixed charges include interest expense, capitalized interest, and rent expense.  The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense.  Adjusted debt includes outstanding debt, outstanding stand-by letters of credit, and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt.  In the event that we should default on any covenant contained within the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement, and litigation from our lenders.

We had a consolidated fixed charge coverage ratio of 6.64 times and 6.93 times as of March 31, 2023 and 2022, respectively, and a consolidated leverage ratio of 1.86 times and 1.62 times as of March 31, 2023 and 2022, respectively, remaining in compliance with all covenants related to the borrowing arrangements.

20

The table below outlines the calculations of the consolidated fixed charge coverage ratio and consolidated leverage ratio covenants, as defined in the Credit Agreement governing the Revolving Credit Facility, for the twelve months ended March 31, 2023 and 2022 (dollars in thousands):

		For the Twelve Months Ended
		March 31,
		2023		2022
GAAP net income		$	2,207,655	$	2,144,956
Add:	Interest expense		167,451		142,103
	Rent expense (1)		400,831		375,942
	Provision for income taxes		635,159		614,392
	Depreciation expense		363,811		323,539
	Amortization expense		4,946		7,844
	Non-cash share-based compensation		27,360		24,897
Non-GAAP EBITDAR		$	3,807,213	$	3,633,673
	Interest expense	$	167,451	$	142,103
	Capitalized interest		5,259		6,425
	Rent expense (1)		400,831		375,942
Total fixed charges		$	573,541	$	524,470
Consolidated fixed charge coverage ratio			6.64		6.93
GAAP debt		$	4,927,678	$	3,827,891
Add:	Stand-by letters of credit		116,688		139,569
	Discount on senior notes		6,088		4,188
	Debt issuance costs		21,234		17,921
	Five-times rent expense		2,004,155		1,879,710
Non-GAAP adjusted debt		$	7,075,843	$	5,869,279
Consolidated leverage ratio			1.86		1.62

(1) The table below outlines the calculation of Rent expense and reconciles Rent expense to Total lease cost, per Accounting Standard Codification 842 (“ASC 842”) the most directly comparable GAAP financial measure, for the twelve months ended March 31, 2023 and 2022 (in thousands):

		For the Twelve Months Ended
		March 31,
		2023		2022
Total lease cost, per ASC 842		$	476,439	$	448,384
Less:	Variable non-contract operating lease components, related to property taxes and insurance		75,608		72,442
Rent expense		$	400,831	$	375,942

The table below outlines the calculation of Free cash flow and reconciles Free cash flow to Net cash provided by operating activities, the most directly comparable GAAP financial measure, for the three months ended March 31, 2023 and 2022 (in thousands):

		For the Three Months Ended
		March 31,
		2023		2022
Cash provided by operating activities		$	713,764	$	689,886
Less:	Capital expenditures		223,268		103,990
	Excess tax benefit from share-based compensation payments		4,378		2,466
	Investment in tax credit equity investments		—		4,080
Free cash flow		$	486,118	$	579,350

Free cash flow, the consolidated fixed charge coverage ratio, and the consolidated leverage ratio discussed and presented in the tables above are not derived in accordance with United States generally accepted accounting principles (“GAAP”).  We do not, nor do we suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.  We believe that the presentation of our free cash flow, consolidated fixed charge coverage ratio, and consolidated leverage ratio provides meaningful supplemental information to both management and investors and reflects the required covenants under the Credit Agreement.  We include these items in judging our performance and believe this non-GAAP information is useful to investors as

21

well.  Material limitations of these non-GAAP measures are that such measures do not reflect actual GAAP amounts.  We compensate for such limitations by presenting, in the tables above, a reconciliation to the most directly comparable GAAP measures.

Share repurchase program:

See Note 8 “Share Repurchase Program” to the Consolidated Financial Statements for information on our share repurchase program.  

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in accordance with GAAP requires the application of certain estimates and judgments by management.  Management bases its assumptions, estimates, and adjustments on historical experience, current trends and other factors believed to be relevant at the time the condensed consolidated financial statements are prepared. There have been no material changes in the critical accounting estimates since those discussed in our annual report on Form 10-K for the year ended December 31, 2022.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 15 “Recent Accounting Pronouncements” to the Condensed Consolidated Financial Statements for information about recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk:

We are subject to interest rate risk to the extent we borrow against our unsecured revolving credit facility (the “Revolving Credit Facility”) with variable interest rates based on either an Alternative Base Rate or Adjusted Term SOFR Rate, as defined in the credit agreement governing the Revolving Credit Facility.  As of March 31, 2023, we had outstanding borrowings under our Revolving Credit Facility in the amount of $555.0 million, at the weighted-average variable interest rate of 6.900%.  At this borrowing level, a 10% increase in interest rates would have had an unfavorable annual impact on our pre-tax earnings and cash flows in the amount of $4.2 million.

Cash equivalents risk:

We invest certain of our excess cash balances in short-term, highly-liquid instruments with maturities of 90 days or less.  We do not expect any material losses from our invested cash balances and we believe that our interest rate exposure is minimal.  As of March 31, 2023, our cash and cash equivalents totaled $59.9 million.

Foreign currency risk:

Foreign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities’ functional currencies.  To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. Our foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars.

We view our investments in Mexican subsidiaries as long-term.  The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the period-end exchange rates was $258.5 million at March 31, 2023.  The period-end exchange rate of the Mexican peso, relative to the U.S. dollar, strengthened by approximately 8.2% from December 31, 2022.  The potential loss in value of our net assets in the Mexican subsidiaries resulting from a 10% change in quoted foreign currency exchange rates at March 31, 2023, would be approximately $23.5 million.  Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the financial statements through the foreign currency translation component of accumulated other comprehensive income, unless the Mexican subsidiaries are sold or otherwise disposed.  A 10% change in average exchange rates would not have had a material impact on our results of operations.

Our market risks have not materially changed since those discussed in our annual report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the management of the Company, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) and as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934,

22

as amended (“the Exchange Act”).  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company, including its consolidated subsidiaries, in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is currently involved in litigation incidental to the ordinary conduct of the Company’s business.  Based on existing facts and historical patterns, the Company accrues for litigation losses in instances where an adverse outcome is probable and the Company is able to reasonably estimate the probable loss in accordance with Accounting Standard Codification 450-20.  The Company also accrues for an estimate of legal costs to be incurred for litigation matters.  Although the Company cannot ascertain the amount of liability that it may incur from legal matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.  

Item 1A. Risk Factors

As of March 31, 2023, there have been no material changes to the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2022.  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company had no sales of unregistered securities during the three months ended March 31, 2023. The following table identifies all repurchases during the three months ended March 31, 2023, of any of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share data):

				Total Number of	Maximum Dollar Value
	Total	Average		Shares Purchased as	of Shares that May Yet
	Number of	Price Paid		Part of Publicly	Be Purchased Under the
Period	Shares Purchased	per Share		Announced Programs	Programs (1)
January 1, 2023, to January 31, 2023	318	$	811.58	318	$	1,465,002
February 1, 2023, to February 28, 2023	343		821.44	343		1,183,754
March 1, 2023, to March 31, 2023	696		821.32	696	$	611,873
Total as of March 31, 2023	1,357	$	819.06	1,357

(1) The authorization under the share repurchase program that currently has capacity is scheduled to expire on November 15, 2025.  No other share repurchase programs existed during the three months ended March 31, 2023.  See Note 8 “Share Repurchase Program” to the Condensed Consolidated Financial Statements for further information on our share repurchases.

24

Item 6. Exhibits

Exhibit No.	Description
3.1	Second Amended and Restated Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 19, 2020, is incorporated herein by this reference.
3.2	Fourth Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K dated May 19, 2020, is incorporated herein by this reference.
10.1 *	First Amendment to the Credit Agreement, dated as of March 6, 2023, among O’Reilly Automotive, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, filed herewith.
31.1	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 **	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
32.2 **	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
101.INS	iXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	iXBRL Taxonomy Extension Schema.
101.CAL	iXBRL Taxonomy Extension Calculation Linkbase.
101.DEF	iXBRL Taxonomy Extension Definition Linkbase.
101.LAB	iXBRL Taxonomy Extension Label Linkbase.
101.PRE	iXBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File, formatted as Inline XBRL, contained in Exhibit 101 attachments.
* **	Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	O’REILLY AUTOMOTIVE, INC.
May 9, 2023	/s/	Gregory D. Johnson
Date	Gregory D. Johnson
	Chief Executive Officer
	(Principal Executive Officer)
May 9, 2023	/s/	Jeremy A. Fletcher
Date	Jeremy A. Fletcher
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

26

EX-10.1

Exhibit 10.1

Execution Version
Annex I to First Amendment to Credit Agreement

CREDITAGREEMENT

dated as of June15,2021,

asamendedbytheFirstAmendmenttoCreditAgreementdatedasofMarch6,2023 among

O'REILLYAUTOMOTIVE,INC.,

as Borrower

TheLendersPartyHereto and

JPMORGANCHASEBANK,N.A.,

asAdministrative Agent

BANKOFAMERICA,N.A., TRUIST BANK,

U.S.BANKNATIONALASSOCIATION,and WELLS FARGO BANK, N.A.,

asCo-SyndicationAgents

PNCBANK,N.A.,and

THETORONTO-DOMINIONBANK,NEWYORKBRANCH

asCo-DocumentationAgents

JPMORGANCHASEBANK,N.A., BOFA SECURITIES, INC., TRUIST SECURITIES, INC.,

U.S.BANKNATIONALASSOCIATION,and WELLS FARGO SECURITIES, LLC,

asJointLeadArrangersandJointBookrunners

TABLEOFCONTENTS

Page

ARTICLEIDefinitions

SECTION1.01.DefinedTerms‌1

SECTION1.02.ClassificationofLoansandBorrowings‌27

SECTION1.03.TermsGenerally‌27

SECTION1.04.AccountingTerms;GAAP‌27

SECTION1.05.ProFormaAdjustmentsforAcquisitionsandDispositions‌28

SECTION1.06.InterestRates;BenchmarkNotification‌28

SECTION1.07.LetterofCreditAmounts‌29

SECTION1.08.Divisions‌29

ARTICLEIITheCredits

SECTION2.01.Commitments‌29

SECTION2.02.LoansandBorrowings‌29

SECTION2.03.RequestsforRevolvingBorrowings‌30

SECTION2.04.SwinglineLoans‌31

SECTION2.05.LettersofCredit‌32

SECTION2.06.Fundingof Borrowings‌37

SECTION2.07.InterestElections;SOFRConversion‌38

SECTION2.08.TerminationandReductionofCommitments;IncreaseinCommitments‌39

SECTION2.09.RepaymentofLoans;EvidenceofDebt‌41

SECTION2.10.PrepaymentofLoans‌41

SECTION2.11.Fees‌42

SECTION2.12.Interest‌43

SECTION2.13.AlternateRateofInterest‌43

SECTION2.14.IncreasedCosts‌46

SECTION2.15.BreakFundingPayments‌47

SECTION2.16.TaxMatters‌48

SECTION2.17.PaymentsGenerally;ProRataTreatment;SharingofSet-offs‌51

SECTION2.18.MitigationObligations;ReplacementofLenders‌53

SECTION2.19.DefaultingLenders‌54

SECTION2.20.ExtensionOption‌56

ARTICLEIIIRepresentationsandWarranties

SECTION3.01.Existence,QualificationandPower‌58

i

SECTION3.02.Authorization;NoContravention‌58

SECTION3.03.GovernmentalAuthorization;OtherConsents‌58

SECTION3.04.BindingEffect‌58

SECTION3.05.FinancialStatements;NoMaterialAdverseEffect‌58

SECTION3.06.Litigation‌59

SECTION3.07.EnvironmentalCompliance‌59

SECTION3.08.Taxes‌59

SECTION3.09.ERISACompliance‌59

SECTION3.10.InvestmentCompanyAct‌60

SECTION3.11.Disclosure‌60

SECTION3.12.FederalReserveRegulations‌60

SECTION3.13.CompliancewithLaws‌60

SECTION3.14.Anti-CorruptionLawsandSanctions‌61

SECTION3.15.EEAFinancialInstitutions‌61

SECTION3.16.PlanAssets;ProhibitedTransactions‌61

ARTICLEIVConditions

SECTION4.01.EffectiveDate‌61

SECTION4.02.EachCreditEvent‌62

ARTICLEVAffirmativeCovenants

SECTION5.01.FinancialStatements‌63

SECTION5.02.Certificates;OtherInformation‌64

SECTION5.03.Notices‌65

SECTION5.04.PaymentofMaterialObligations‌65

SECTION5.05.PreservationofExistence,Etc‌65

SECTION5.06.CompliancewithLaws‌65

SECTION5.07.BooksandRecords‌65

SECTION5.08.InspectionRights‌65

SECTION5.09.UseofProceedsandLettersofCredit‌66

ARTICLEVINegativeCovenants

SECTION6.01.Liens‌66

SECTION6.02.SubsidiaryIndebtedness‌67

SECTION6.03.FundamentalChanges;Dispositions‌68

SECTION6.04.ChangeinNatureofBusiness‌68

SECTION6.05.FinancialCovenants‌68

ii

ARTICLEVIIEventsofDefault

SECTION7.01.EventsofDefault69

SECTION7.02.RemediesUponanEventofDefault71

SECTION7.03.Applicationof Payments71

ARTICLEVIIITheAdministrativeAgent

SECTION8.01.Authorizationand Action72

SECTION8.02.AdministrativeAgent'sReliance,LimitationofLiability,Etc75

SECTION8.03.PostingofCommunications76

SECTION8.04.TheAdministrativeAgentIndividually77

SECTION8.05.SuccessorAdministrativeAgent77

SECTION8.06.AcknowledgementofLendersandIssuingBanks;MistakenPayments78

SECTION8.07.CertainERISAMatters80

ARTICLEIXMiscellaneous

SECTION9.01.Notices81

SECTION9.02.Waivers;Amendments83

SECTION9.03.Expenses;Indemnity;DamageWaiver85

SECTION9.04.SuccessorsandAssigns87

SECTION9.05.Survival91

SECTION9.06.Counterparts;Integration;Effectiveness;ElectronicExecution91

SECTION9.07.Severability92

SECTION9.08.RightofSetoff92

SECTION9.09.GoverningLaw;Jurisdiction;ConsenttoServiceof Process93

SECTION 9.10. WAIVER OF JURY TRIAL93

SECTION9.11.Headings94

SECTION9.12.Confidentiality94

SECTION9.13.MaterialNon-PublicInformation95

SECTION9.14.InterestRateLimitation95

SECTION9.15.NoFiduciaryDuty,etc95

SECTION9.16.OtherAgencyTitles96

SECTION9.17.USAPATRIOTAct96

SECTION9.18.AcknowledgementandConsenttoBail-InofEEAFinancial Institutions96

iii

SCHEDULES:

Schedule 1.01A – Existing Letters of Credit Schedule 2.01A – Commitment Schedule Schedule 2.01B – Swingline Commitments Schedule2.01C–LetterofCreditCommitments

EXHIBITS:

ExhibitA–FormofAssignmentand Assumption

ExhibitB-1–U.S.TaxCertificate(ForNon-U.S.Lendersthatarenot PartnershipsforU.S.Federal Income Tax Purposes)

ExhibitB-2–U.S.TaxCertificate(ForNon-U.S.LendersthatarePartnershipsforU.S.FederalIncome Tax Purposes)

ExhibitB-3–U.S.TaxCertificate(ForNon-U.S.ParticipantsthatarenotPartnershipsforU.S.Federal Income Tax Purposes)

ExhibitB-4–U.S.TaxCertificate(ForNon-U.S.ParticipantsthatarePartnershipsforU.S.Federal Income Tax Purposes)

ExhibitC–Compliance Certificate

iv

CREDITAGREEMENT,datedasofJune15,2021(asitmaybeamended,extended,supplemented or otherwise modified from time to time, this "Agreement"), among O'REILLY AUTOMOTIVE, INC., a Missouri corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Thepartiesheretoagreeasfollows:

ARTICLEI

Definitions

SECTION1.01. Defined Terms.As used in this Agreement, the following terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

"Adjusted Daily Simple SOFR" means an interest rate per annum equal to (a) the Daily Simple SOFR, plus(b) 0.10%; provided thatif Adjusted DailySimple SOFRasso determined wouldbelessthan the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

"AdjustedTermSOFRRate"means,foranyInterestPeriod,aninterestrateperannumequalto

(a)theTermSOFRRateforsuchInterestPeriod,plus(b)0.10%;providedthatiftheAdjustedTermSOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

"Administrative Agent" means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates) in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent.

"AdministrativeQuestionnaire"meansanAdministrativeQuestionnaireinaformsuppliedbythe Administrative Agent.

"AffectedFinancialInstitution"means(a)anyEEAFinancialInstitutionor(b)anyUKFinancial 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-RelatedPerson"hasthemeaningassignedtoitinSection 9.03(c).

"Alternate Base Rate" means, for any day, a rate per annumequal to the greatestof (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days priortosuchday(orif such dayisnota U.S.Government Securities Business Day, theimmediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition,theAdjustedTermSOFRRateforanydayshall bebasedontheTermSOFRReferenceRateat approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the TermSOFR ReferenceRate,asspecifiedbytheCMETermSOFRAdministratorintheTermSOFRReferenceRate

methodology).AnychangeintheAlternateBaseRateduetoachangeinthePrimeRate,theNYFRBRate ortheAdjustedTermSOFRRateshallbeeffectivefromandincludingtheeffectivedateofsuchchangein the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively.If the Alternate Base RateisbeingusedasanalternaterateofinterestpursuanttoSection2.13(fortheavoidanceofdoubt,only until the Benchmark Replacement has been determined pursuant to Section 2.13(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than zero such rate shall be deemed to be zero for purposes of this Agreement.

"AncillaryDocument"hasthemeaningassignedtoitinSection9.06(b).

"Anti-CorruptionLaws"meansalllaws,rules,andregulationsofanyjurisdictionapplicabletothe Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

"ApplicableParties"hasthemeaningassignedtoitinSection 8.03(c).

"Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented bysuch Lender's Commitment; providedthat, in the case of Section 2.19 when a Defaulting Lender shall exist, "Applicable Percentage" shall mean the percentage of the total Commitments (disregarding any Defaulting Lender's Commitment) represented by such Lender's Commitment.If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender's status as a Defaulting Lender at the time of determination.

"Applicable Rate" means, for any day, with respect to any ABRLoan or Term Benchmark Revolving Loan, RFR Revolving Loan or with respect to the facility fees payable hereunder, as the case maybe,theapplicablerateper annum setforthbelowunderthecaption"ABRSpread","TermBenchmark Spread","RFRSpread" or"FacilityFeeRate",asthecasemaybe,basedupontheratingsbyMoody'sand S&P, respectively, applicable on such date to the Index Debt:

Index Debt Ratings:	ABR Spread	Term Benchmark Spread	RFR Spread	Facility Fee Rate
Category 1 > A/A2	0.000%	0.680%	0.680%	0.070%
Category 2 =A-/A3	0.000%	0.785%	0.785%	0.090%
Category 3 =BBB+/ Baa1	0.000%	0.900%	0.900%	0.100%
Category 4 =BBB/Baa2	0.000%	0.975%	0.975%	0.150%
Category 5 =BBB-/Baa3	0.050%	1.050%	1.050%	0.200%

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Category 6 < BB+/Ba1 0.250% 1.250% 1.250% 0.250%

For purposesoftheforegoing, (i)if eitherMoody's orS&P shallnot have ineffect aratingforthe Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 6; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Rate shall be determined by reference to the Category next below that of the higher of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in theratingsystemof Moody's or S&P), such change shall be effectiveasofthedateonwhichitisfirstpubliclyannouncedbytheapplicableratingagency,irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent pursuant to Section5.03 or otherwise.Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or theunavailabilityofratingsfromsuchratingagencyand,pendingtheeffectivenessofanysuchamendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"ApprovedElectronicPlatform"hasthemeaningassignedtoitinSection8.03(a). "Approved Fund" has the meaning assigned to it in Section 9.04(b).

"AssignmentandAssumption"meansanassignmentandassumptionenteredintobyaLenderand anassignee(withtheconsentofanypartywhoseconsentisrequiredbySection9.04),andacceptedbythe Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

"Attributable Indebtedness" means, subject to Section 1.04(b), on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

"AuditedFinancialStatements"meanstheauditedconsolidatedbalancesheetoftheBorrowerand its Subsidiaries for the fiscal year ended December 31, 2020, and the related consolidated statements of income, shareholders' equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

"AvailabilityPeriod"meanstheperiodfromandincludingtheEffectiveDatetobutexcludingthe earlier of the Maturity Date and the date of termination of the Commitments.

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interestcalculated withreference tosuch Benchmark(or componentthereof), asapplicable,thatis or may beusedfordeterminingthelengthofanInterestPeriodforanytermrateorotherwise,fordeterminingany frequencyofmakingpaymentsofinterestcalculatedpursuanttothisAgreementasofsuchdateandnot

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including,fortheavoidanceofdoubt,anytenorforsuchBenchmarkthatisthen-removedfromthe definition of "Interest Period" pursuant to clause (e) of Section 2.13.

"Bail-InAction"meanstheexerciseofanyWrite-DownandConversionPowersbytheapplicable 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 implementinglaw,regulationruleorrequirementforsuchEEAMemberCountryfromtimetotimewhich 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 firmsorotherfinancialinstitutionsortheiraffiliates(otherthanthroughliquidation,administrationorother insolvency proceedings).

"Bankruptcy Event" means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authorityorinstrumentalitythereof,unlesssuchownershipinterestresultsinorprovidessuchPersonwith immunityfromthejurisdictionofcourtswithintheUnitedStatesorfromtheenforcement ofjudgmentsor writsofattachmentonitsassetsorpermitssuchPerson(orsuchGovernmentalAuthorityorinstrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

"Benchmark"means,initially,withrespecttoany(i)RFRLoan,DailySimpleSOFRor(ii)Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related BenchmarkReplacement DatehaveoccurredwithrespecttotheDailySimpleSOFRorTermSOFRRate, as applicable, or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.13.

"Benchmark Replacement" means, for any Available Tenor, the first alternative set forth in the orderbelowthatcanbedeterminedbytheAdministrativeAgentfortheapplicableBenchmarkReplacement Date:

(1) theAdjustedDailySimpleSOFR;

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

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

"BenchmarkReplacementAdjustment"means,withrespecttoanyreplacementofthethen-current Benchmarkwith an Unadjusted BenchmarkReplacement for anyapplicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculatingordeterminingsuchspreadadjustment,(whichmaybeapositiveornegativevalueorzero)that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable BenchmarkReplacement Dateor(ii)anyevolvingor then-prevailingmarket conventionfordetermininga spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Alternate Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length oflookbackperiods,theapplicabilityofbreakage provisions, and other technical,administrative or operational matters) that the Administrative Agent decidesin its reasonable discretionmaybe appropriate toreflecttheadoptionandimplementationofsuch Benchmarkand to permittheadministrationthereofby theAdministrativeAgentinamannersubstantiallyconsistentwithmarketpractice(or,iftheAdministrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonablydetermines that no market practice for theadministrationofsuchBenchmarkexists,insuchothermannerofadministrationastheAdministrative Agent decides, in its reasonable discretion, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"BenchmarkReplacementDate"means,withrespecttoanyBenchmark,theearliesttooccurofthe following events with respect to such then-current Benchmark:

(1)inthecaseofclause(1)or(2)ofthedefinitionof"BenchmarkTransitionEvent,"thelater of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

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

Fortheavoidanceofdoubt,(i)iftheeventgivingrisetotheBenchmarkReplacementDateoccurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark ReplacementDatewillbedeemedtohaveoccurredpriortotheReferenceTimeforsuchdeterminationand

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(ii)the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) withrespecttoanyBenchmarkupontheoccurrenceoftheapplicableevent oreventssetforththereinwith respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

(2)a public statement or publication of information by the regulatory supervisor for the administratorofsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof),the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of suchstatementorpublication,thereisnosuccessoradministratorthatwillcontinuetoprovideany Available Tenor of such Benchmark (or such component thereof); or

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

Fortheavoidanceofdoubt,a"BenchmarkTransitionEvent"willbedeemedtohaveoccurredwith respect to any Benchmark if a public statement or publication of information set forth above has occurred withrespecttoeachthen-currentAvailableTenorofsuchBenchmark(orthepublishedcomponentusedin the calculation thereof).

"BenchmarkUnavailabilityPeriod"means,withrespecttoanyBenchmark,theperiod(ifany)(x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

"BeneficialOwnershipRegulation"means31C.F.R.§1010.230.

"BenefitPlan"meansanyof(a)an"employeebenefitplan"(asdefinedinSection3(3)ofERISA) that is subject to Title I of ERISA, (b) a "plan" as defined in Section 4975 of the Code to which Section 4975oftheCodeapplies,and(c)anyPersonwhoseassetsinclude(forpurposesofthePlanAsset

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Regulations 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".

"Board" means the Board of Governors of the Federal Reserve System of the UnitedStates of America.

"Borrower"meansO'ReillyAutomotive,Inc.,aMissouricorporation.

"Borrowing" means (a)Revolving Loans of the same Type, made, converted or continued on the samedateand,inthecaseofTermBenchmarkLoans,astowhichasingleInterestPeriodisineffect,or

(b) aSwinglineLoan.

"BorrowingRequest" means a request bytheBorrower for a RevolvingBorrowinginaccordance with Section 2.03.

"Business Day" means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (a)in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the AdjustedTermSOFRRateandanyinterestratesettings,fundings,disbursements,settlementsorpayments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencingtheAdjustedTermSOFRRate,anysuchdaythatisonlyaU.S.GovernmentSecuritiesBusiness Day.

"CapitalLease"hasthemeaningassignedtoitinthedefinitionofCapitalLeaseObligation.

"Capital Lease Obligations" of any Person means, subject to Section 1.04(b), the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use)realorpersonalproperty,oracombinationthereof,whichobligationsarerequiredtobeclassifiedand accountedforas capitalleases orfinancingleases onabalancesheetofsuch Person under GAAP (each,a "Capital Lease"), and the amount of such obligations shall be determined in accordance with the defined term "Attributable Indebtedness".

"Change in Law" means the occurrence after the date of this Agreement of (a) the adoption of or takingeffectofanylaw,rule,regulationortreaty,(b)anychangeinanylaw,rule,regulationortreatyorin theadministration,interpretation,implementationorapplicationthereofbyanyGovernmentalAuthorityor compliance by any Lender or Issuing Bank (or, for purposes of Section 2.14(b), by any lending office ofsuchLenderorbysuchLender'sorIssuingBank'sholdingcompany,ifany)withanyrequest,guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; 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.

"ChangeofControl"meansaneventorseriesofeventsbywhicheitherofthefollowingoccur:

(a)any"person"or"group"(assuchtermsareusedinSections13(d)and14(d)ofthe Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries,andanypersonorentityactinginitscapacityastrustee,agentorotherfiduciaryor

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administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 45% or more of the equitysecuritiesoftheBorrowerentitledtovoteformembersoftheboardofdirectorsorequivalent governing body of the Borrower on a fully-diluted basis; or

(b)occupation of a majority of the seats (other than vacant seats) on the board of directorsoftheBorrowerbyPersonswhowereneither(i)(x)directorsoftheBorroweronthedate ofthisAgreement,(y)nominatedorappointedbytheboardofdirectorsoftheBorroweror

(z) approved by the board of directors of the Borrower for consideration by the shareholders for election nor (ii) appointed by directors so nominated, appointed or approved.

"Charges"hasthemeaningassignedtoitinSection9.14.

"Class" when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

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

"Code"meanstheInternalRevenueCodeof1986,asamended,andanysuccessorstatutesthereto.

"Commitment"means,withrespecttoeachLender,theamountsetforththeCommitmentSchedule opposite such Lender's name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or in any applicable joinder agreement pursuant to Section 2.08, pursuant to which suchLendershallhaveassumedorotherwiseprovideditsCommitment,asapplicable,andgivingeffectto (a)any reduction or increase in such amount from time to time pursuant to 2.08 and (b)any reduction or increaseinsuchamountfromtimetotimepursuanttoassignmentsbyortosuchLenderpursuanttoSection 9.04; provided, that at no time shall (a) the Revolving Credit Exposure of any Lender exceed its Commitment and (b) the Total Revolving Credit Exposure exceed the aggregate amount of all Lenders' Commitments.TheinitialaggregateamountoftheLenders'CommitmentsasoftheEffectiveDateis

$1,800,000,000.

"Commitment Schedule" means Schedule 2.01A."Communications"hasthemeaningassignedtoitinSection8.03(c).

"ComplianceCertificate"meansthecompliancecertificateattachedheretointheformofExhibitC or any other form approved by the Administrative Agent.

"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 Debt" means, as of any date of determination, the sum of, without duplication,(i)ConsolidatedFundedIndebtednessasofsuchdateand(ii)theproductofConsolidatedRent Expense for the period of four fiscal quarters of the Borrower ending on such date multiplied by 5.0.

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"ConsolidatedEBITDAR"means,foranyperiod,fortheBorroweranditsSubsidiariesona consolidated basis, an amount equal to Consolidated Net Income for such period

plus

(a) thefollowingtotheextentdeductedincalculatingsuchConsolidatedNet Income:

(i) ConsolidatedInterestChargesforsuchperiod,

(ii) ConsolidatedRentExpenseforsuch period,

(iii)the provision for federal, state, local and foreign income taxes payable (without giving effect to any tax credit subtracted pursuant to clause (b)(i) below) by the Borrower and its Subsidiaries for such period,

(iv) depreciationandamortizationexpenseforsuchperiod,

(v)allnon-cashitemsforstockbasedcompensationandallothernon-cashchargesfor such period,

(vi)other non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income duringsuch periodwhich donotrepresenta cash itemin such period or any future period, and

(vii)any fees, expenses or charges related to any issuance of Equity Interests, investment, acquisition, Disposition, recapitalization or the incurrence or repayment of Indebtednessnotprohibitedhereunderincludingarefinancingthereof(ineachcasewhetherornot successful) and any amendment or modification to the terms of any such transactions, including, without limitation, such fees, expenses or charges related to the transactions contemplated hereby to occur on the Effective Date,

minus

(b) thefollowingtotheextentincludedincalculatingsuchConsolidatedNetIncome:

(i)federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period, and

(ii)all non-cash items increasing Consolidated Net Income for such period. "ConsolidatedFixedChargeCoverageRatio"means,asofanydateofdeterminationforthe

periodofthefourpriorfiscalquartersoftheBorrowercompletedonsuchdate,theratioof(a)Consolidated

EBITDARforsuchperiodto(b)thesumof(i)ConsolidatedInterestChargesforsuchperiodand(ii) Consolidated Rent Expense for such period.

"Consolidated Funded Indebtedness" means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum (without duplication) of:

(a)the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments,

(b) allpurchasemoney Indebtedness,

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(c)alldirectandindirectobligationsarisingunderstandbylettersofcredit,whetherdrawnor undrawn, bankers' acceptances, bank guaranties, and similar instruments,

(d) CapitalLeaseObligations,

(e)without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Borrower or any Subsidiary, and

(f)allIndebtednessofthetypesreferredtoinclauses(a)through(e)aboveofanypartnership orjointventure(otherthanajointventurethatisitselfacorporationorlimitedliabilitycompany)inwhich the Borrower or a Subsidiary is a general partner or joint venturer, unless and to the extent such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

"ConsolidatedInterestCharges"means,foranyperiod,fortheBorroweranditsSubsidiariesona consolidated basis, the sum of (a)all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interestinaccordancewithGAAP,(b)theportionofrentexpenseoftheBorroweranditsSubsidiarieswith respecttosuch period under Capital Leasesthatistreatedasinterestinaccordance with GAAP, and(c)to the extent not already included herein, Letter of Credit fees.

"ConsolidatedLeverageRatio"means,asofanydateofdetermination,theratioof

(a)Consolidated Adjusted Debt as of such date to (b) Consolidated EBITDAR for the period of the four fiscal quarters of the Borrower completed on such date.

"Consolidated Net Income" means, for any period, for the Borrower and its Subsidiaries on a consolidatedbasis,thenetincomeoftheBorroweranditsSubsidiaries(excludingextraordinarygainsand extraordinary losses) for that period.

"Consolidated Net Tangible Assets" means the aggregate amount of the Borrower's assets (less applicable reserves and other properly deductible items) and the Borrower's consolidated Subsidiaries' assets after deducting therefrom (a)all current liabilities (excluding the sum of any debt for money borrowed having a maturity of less than twelve months from the date of the Borrower's most recent consolidated balance sheet but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower and, without duplication, any current installments thereof payable withinsuchtwelvemonthperiod)and(b)allgoodwill,tradenames,patents,unamortizeddebtdiscountand expenseandotherlikeintangibles,allassetforthontheBorrower'smostrecentconsolidatedbalancesheet and computed in accordance with GAAP.

"Consolidated Rent Expense" means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all rental expense for such period under operatingleases, but excludingrental expense related to any operating lease that has been converted to a Capital Lease.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Personorofanyagreement,instrumentorotherundertakingtowhichsuchPersonisapartyorbywhichit or any of its property is bound.

"Control"meansthepossession,directlyorindirectly,ofthepowertodirectorcausethedirection ofthemanagementorpoliciesofaPerson,whetherthroughtheabilitytoexercisevotingpower,bycontract or otherwise."Controlling" and "Controlled" have meanings correlative thereto.

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"CorrespondingTenor"withrespecttoanyAvailableTenormeans,asapplicable,eitheratenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

"Credit Party" means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender.

"DailySimpleSOFR"means,foranyday(a"SOFRRateDay"),arateperannumequalSOFRfor theday(suchday"SOFRDeterminationDate")thatisfive(5)U.S.GovernmentSecuritiesBusinessDay priorto(i)ifsuchSOFRRateDayisaU.S.GovernmentSecuritiesBusinessDay,suchSOFRRateDayor (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is publishedbytheSOFRAdministratorontheSOFRAdministrator’sWebsite.AnychangeinDailySimple SOFR due to a change in SOFR shall be effective fromand including the effective date of such change in SOFR without notice to the Borrower.

"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 and affecting the rights of creditors generally.

"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender that (a)has failed, within two Business Days of the date requiredtobefundedorpaid,to(i)fundanyportionofitsLoans,(ii)fundanyportionofitsparticipations in Letters of Credit or Swingline Loans or (iii)pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,(b) hasnotifiedtheBorroweroranyCreditPartyinwriting,orhasmadeapublicstatementtothe effect,thatitdoesnotintendorexpecttocomplywithanyofitsfundingobligationsunderthisAgreement (unless such writing or public statement indicates that such position is based on such Lender's good faith determinationthataconditionprecedent(specificallyidentifiedandincludingtheparticulardefault,ifany) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which itcommitstoextendcredit,(c)hasfailed,withinthreeBusinessDaysafterrequestbyaCreditPartyorthe Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is at the date of such certification financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit andSwinglineLoansunderthisAgreement,providedthatsuchLendershallceasetobeaDefaultingLender pursuanttothisclause(c)uponsuchCreditParty'sandtheBorrower'sreceiptofsuchcertificationinform and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A)a Bankruptcy Event or (B) a Bail-In Action.

"Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any sale and leaseback transaction), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

"Disqualified Stock" means any Equity Interest that, by its terms (or by the terms of any security intowhichitisconvertible,orforwhichitisexchangeable,ineachcaseattheoptionoftheholderthereof),

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or uponthehappeningof anyevent (a) maturesor ismandatorilyredeemable(other thansolelyfor Equity IntereststhatdonotconstituteDisqualifiedStockandcashinlieuoffractionalshares),pursuanttoasinking fund obligation or otherwise, (b)is redeemable at the option of the holder thereof (other than solely for EquityIntereststhat donotconstituteDisqualifiedStockandcashinlieuof fractional shares),inwholeor inpart,ineachcase,priortothedatethatis91daysaftertheMaturityDateatthetimeofissuance;provided, however, that(i)onlytheportionofsuchEquityInterestswhich so matures orismandatorilyredeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shallbedeemedtobeDisqualifiedStockand(ii)withrespecttoanyEquityInterestsissuedtoanyemployee or to anyplan for the benefit of employees of the Borrower or anyof its Subsidiaries, or byany such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because it may be requiredtoberepurchasedbytheBorroweroranyofitsSubsidiariesinordertosatisfyapplicablestatutory or regulatoryobligations or as a result of such employee's termination, resignation, death or disabilityand if any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligationsthereunderbydeliveryofanEquityInterestthatisnotDisqualifiedStock,suchEquityInterests shallnotbedeemedtobeDisqualifiedStock.Notwithstandingtheprecedingsentence,anyEquityInterests thatwouldconstituteDisqualifiedStocksolelybecausetheholdersthereofhavetherighttorequireaLoan Party to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.

"dollars"or"$"referstolawfulmoneyoftheUnitedStatesofAmerica.

"EEAFinancialInstitution"means(a)anycreditinstitutionorinvestmentfirmestablishedinany 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) anyfinancial institution establishedinan EEA Member Countrywhich is a subsidiaryof aninstitutiondescribedinclauses(a)or(b)ofthisdefinitionandissubjecttoconsolidatedsupervisionwith 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.

"EffectiveDate"meansJune15,2021.

"Electronic Signature" means an electronic sound, symbol, or process attached to, or associated with,acontractorotherrecordandadoptedbyaPersonwiththeintenttosign,authenticateoracceptsuch contract or record.

"ElectronicSystem"meansanyelectronicsystem,includinge-mail,e-fax,Intralinks^®,ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any Issuing Bank and any of their respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

"EligibleAssignee"meansanyPersonthatmeetstherequirementstobeanassigneeunder Section 9.04(b)(i) (subject to such consents, if any, as may be required under Section 9.04(b)(i)).

"EnvironmentalLaws"meansanyandallfederal,state,local,andforeignstatutes,laws, regulations,ordinances,rules, judgments,orders,decrees,permits,concessions,grants,franchises,licenses,

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agreements 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.

"EnvironmentalLiability"meansanyliability,contingentorotherwise(includinganyliabilityfor damages,costsofenvironmentalremediation,fines,penaltiesorindemnities),oftheBorroweroranyofits Subsidiariesdirectlyorindirectlyresultingfromorbasedupon(a)violationofanyEnvironmentalLaw,(b) thegeneration,use,handling,transportation,storage,treatmentordisposalofanyHazardousMaterials,(c) exposuretoanyHazardousMaterials,(d)thereleaseorthreatenedreleaseofanyHazardousMaterialsinto theenvironmentor(e)anycontract,agreementorotherconsensualarrangementpursuanttowhichliability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means shares of capital stock, partnership interests, membership interests in a limitedliabilitycompany,beneficialinterestsinatrustorotherequityownershipinterestsinaPerson,and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

"ERISA"meanstheEmployeeRetirementIncomeSecurityActof1974,asamendedfromtimeto time, and the rules and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulationsissuedthereunderwithrespecttoaPlan(otherthananeventforwhichthe30daynoticeperiod iswaived);(b)thefailuretosatisfythe"minimumfundingstandard"(asdefinedinSection412oftheCode or Section 302 of ERISA), whether or not waived; (c)the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to anyPlan; (d) the incurrence bythe Borrower or anyof its ERISA Affiliates of anyliabilityunder Title IV ofERISAwithrespecttotheterminationofanyPlan;(e)thereceiptbytheBorroweroranyERISAAffiliate fromthePBGCoraplanadministratorofanynoticerelatingtoanintentiontoterminateanyPlanorPlans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliatesof anyliabilitywithrespecttothewithdrawalorpartialwithdrawaloftheBorroweroranyofits ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliateofanynotice,orthereceiptbyanyMultiemployerPlanfromtheBorroweroranyERISAAffiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA Affiliates of Withdrawal LiabilityoradeterminationthataMultiemployerPlanis,orisexpectedtobe,insolventorinreorganization, within the meaning of Title IV of ERISA.

"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.

"EventofDefault"hasthemeaningassignedtosuchterminSection7.01.

"ExcludedTaxes" meansanyof thefollowingTaxesimposedonor withrespect toaRecipient or required to be withheld ordeducted froma payment to a Recipient, (a) Taxes imposed on or measured by netincome(howeverdenominated),franchiseTaxes,andbranchprofitsTaxes,ineachcase,(i)imposedas aresultofsuchRecipientbeingorganizedunderthelawsof,orhavingitsprincipalofficeor,inthecaseof any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivisionthereof)or(ii)thatareOtherConnectionTaxes,(b)inthecaseofaLender,U.S.federal

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withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18(b)) or (ii) such Lender changes its lendingoffice,exceptineachcasetotheextentthat,pursuanttoSection2.16,amountswithrespecttosuch Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changeditslendingoffice,(c)TaxesattributabletosuchRecipient'sfailuretocomplywithSection2.16(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

"ExistingLettersofCredit"meansthoselettersofcreditoutstandingimmediatelypriortothe effectiveness of this Agreement as described on Schedule 1.01A.

"ExistingMaturityDate"hasthemeaningassignedtosuchterminSection2.20(a). "Extending Lender" has the meaning assigned to such term in Section 2.20(b).

"ExtensionRequest"meansawrittenrequestfromtheBorrowertotheAdministrativeAgent requesting an extension of the Maturity Date pursuant to 2.20.

"FASB ASC"meanstheAccountingStandardsCodification of the Financial Accounting Standards

Board.

"FATCA"meansSections1471through1474oftheCode,asofthedateofthisAgreement(orany

amendedorsuccessorversionthatissubstantivelycomparableandnotmateriallymoreoneroustocomply with), any current or future regulations or official interpretations thereof, any agreement 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.

"Federal Funds Effective Rate" means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner asshall be setforthontheNYFRB’sWebsitefromtimetotime,andpublishedonthenext succeedingBusinessDay by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determinedwouldbelessthanzero,suchrateshallbedeemedtobezeroforthepurposesofthisAgreement.

"FeeLetter"means(a)thefeeletterdatedasofMay24,2021betweentheBorrowerandJPMorgan Chase Bank, N.A. and (b) each other fee letter delivered by the Borrower in connection with this Agreement.

"First Amendment' means that certain First Amendment to Credit Agreement, dated as of March 6, 2023, among the Borrower, the Lenders party thereto and the Administrative Agent.

"FirstAmendmentEffectiveDate"hasthemeaningassignedtosuchtermintheFirstAmendment.

"Floor" means the benchmark rate floor, if any, provided in this Agreement initially (as of the executionofthisAgreement,themodification,amendmentorrenewalofthisAgreementorotherwise)with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0%.

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"Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

"GAAP" means generally accepted accounting principles in the United States of America. "GovernmentalAuthority"meansthegovernmentoftheUnitedStatesofAmerica,anyother

nationoranypoliticalsubdivisionthereof,whetherstateorlocal,andanyagency,authority,

instrumentality,regulatorybody,court,centralbankorotherentityexercisingexecutive,legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

"Guarantee"oforbyanyPerson(the"guarantor")meansanyobligation,contingentorotherwise, oftheguarantorguaranteeingorhavingtheeconomiceffectofguaranteeinganyIndebtednessofanyother Person(the"primaryobligor")inanymanner,whetherdirectlyorindirectly,andincludinganyobligation of the guarantor, direct or indirect, (a)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any securityforthepaymentthereof,(b)topurchaseorleaseproperty,securitiesorservicesforthepurposeof assuring the owner of such Indebtedness of the payment thereof, (c)to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primaryobligortopaysuchIndebtednessor(d) asanaccountpartyinrespectofanyletterofcreditorletter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

"HazardousMaterials"meansall explosiveorradioactive substancesorwastesandallhazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Incremental Commitment Increase" has the meaning specified in Section 2.08(d)."IncrementalIncreaseLender"means,atanytime,anybankorotherfinancialinstitutionthat

agreestoprovideanyportionofanyIncrementalCommitmentIncreaseinaccordancewithSection2.08.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c)all obligations of such Person under conditional sale or other title retention agreements relatingtopropertyacquiredbysuchPerson(other thancustomaryreservationsorretentionsof titleunder agreementswithsuppliersenteredintointheordinarycourseofbusiness),(d)allobligationsofsuchPerson in respect of the deferred purchase price of property or services (excluding (i)accounts payable in the ordinarycourseofbusinessand,ineachcase,notpastdueformorethanninety(90)daysaftertheduedate ofsuchaccountpayable,expenseaccrualsanddeferredcompensationitemsincurredintheordinarycourse ofbusiness,(ii)unsecuredobligationsduetovendorsunderanyvendorfactoringlineintheordinarycourse ofbusinessand(iii)anyearnoutobligationuntilsuchobligationbecomesaliabilityonthebalancesheetof such Person in accordance with GAAP), (e)all Indebtedness of others secured by any Lien on property ownedoracquiredbysuchPerson,whetherornottheIndebtednesssecuredtherebyhasbeenassumed, (f)all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)subject to the proviso below, all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i)all obligations, contingent or otherwise,ofsuchPersoninrespectofbankers'acceptances,(j)netobligationsofsuchPersonsunderSwap Agreementsand(k)allobligationsofsuchPersonwithrespecttoDisqualifiedStock,valued,inthecaseof a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accruedandunpaiddividends;provided,thatIndebtednessshallnotincludeanydocumentarylettersof

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credit or otherlettersof credit usedbysuchPersonforthefinancingof inventoryintheordinarycourseof business, except to the extent such letters of credit have been drawn upon and unreimbursed.The IndebtednessofanyPersonshallincludetheIndebtednessofanyotherentity(includinganypartnershipin which such Person is a general partner) (except for a joint venture that is itself a corporation or limited liabilitycompany)totheextentsuchPersonisliablethereforasaresultofsuchPerson'sownershipinterest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.The amount of any net obligation under any Swap Agreement on any dateshallbedeemedtobetheSwapTerminationValuethereofasofsuchdate.TheamountofanyCapital LeaseObligations as of anydate shall be deemed to betheamount ofAttributableIndebtednessinrespect thereof as of such date.

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

"Indemnitee"hasthemeaningassignedtoitinSection9.03(b).

"IndexDebt"meanssenior,unsecured,long-termindebtednessforborrowedmoneyofthe Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

"IneligibleInstitution"hasthemeaningassignedtoitinSection9.04(b). "Information" has the meaning assigned to it in Section 9.12.

"Interest Election Request" means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.

"Interest PaymentDate" means(a)with respectto anyABRLoan (other than aSwingline Loan), the last dayof each March,June, September and December and the MaturityDate, (b) with respect toany RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month,thenthelastdayofsuchmonth)and(2)theMaturityDate,(c) withrespecttoanyTermBenchmark Loan,thelast dayof eachInterest Period applicabletotheBorrowingof which such Loanis apart and,in thecaseofaTermBenchmarkBorrowingwithanInterestPeriodofmorethanthreemonths’duration,each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the firstdayofsuchInterestPeriod,andtheMaturityDateand(d) withrespecttoanySwinglineLoan,theday that such Loan is required to be repaid and the Maturity Date.

"InterestPeriod"meanswithrespecttoanyTermBenchmarkBorrowing,theperiodcommencing onthedateofsuchBorrowingandendingonthenumericallycorrespondingdayinthecalendarmonththat isone,threeorsixmonthsthereafter(ineachcase,subjecttotheavailabilityfortheBenchmarkapplicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i)if any Interest Period wouldendonadayotherthanaBusinessDay,suchInterestPeriodshallbeextendedtothenextsucceeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii)any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically correspondingdayinthelastcalendar monthofsuchInterest Period)shallendonthelastBusinessDayof thelastcalendarmonthofsuchInterestPeriodand(iii)notenorthathasbeenremovedfromthisdefinition pursuant to Section 2.14(e) shall be available for specification in such Borrowing Request or Interest Election Request.For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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"IRS"meanstheUnitedStatesInternalRevenueService.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented fromtime to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

"IssuingBank"means(a)JPMorganChaseBank,N.A.,BankofAmerica,N.A.,TruistBank,U.S. BankNationalAssociation,WellsFargoBank,N.A.andanyotherLenderfromtimetotimedesignatedby the Borrower as an Issuing Bank, with the consent of such Lender and the Administrative Agent, each in itscapacityastheissuer of Lettersof Credit hereunder,(b) withrespect to ExistingLettersof Credit,each issuer thereof and (c)in each case, its successors in such capacity as provided in Section2.05(i).Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term "Issuing Bank" shall include any such Affiliate with respect to Lettersof Credit issued bysuch Affiliate.Eachreference herein tothe"IssuingBank" shall be deemed to be a reference to the relevant Issuing Bank.

"Laws"means,collectively,allinternational,foreign,federal,stateandlocalstatutes,treaties,rules, guidelines,regulations,ordinances,codesandadministrativeorjudicialprecedentsorauthorities,including theinterpretationoradministrationthereofbyanyGovernmentalAuthoritychargedwiththeenforcement, 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 and including, without limitation, all Environmental Laws.

"LC Disbursement" means a payment made by an Issuing Bank pursuant to a Letter of Credit.
"LCExposure"means,atanytime,thesumof(a)theaggregateundrawnamountofalloutstanding

LettersofCreditatsuchtimeplus (b)theaggregateamountofallLCDisbursementsthathavenotyetbeen reimbursedbyoronbehalfoftheBorroweratsuchtime.TheLCExposureofanyLenderatanytimeshall be itsApplicablePercentage ofthetotalLCExposureatsuchtime.Forallpurposesofthis Agreement,if onanydateof determinationaLetter ofCredithasexpiredbyitstermsbut anyamount maystillbedrawn thereunder by reason of the operation of Article29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No.600 (or such later version thereof as may be in effect at the applicable time) or Rule3.13 or Rule3.14 of the International Standby Practices, International Chamber of Commerce Publication No.590 (or such later version thereof as may beineffectattheapplicabletime)orsimilartermsoftheLetterofCredititself,orifcompliantdocuments have been presented but not yet honored, such Letter of Credit shall be deemed to be "outstanding" and "undrawn" in the amount so remaining available to be paid, and the obligations of the Borrower and each LenderwithrespecttosuchLetterofCreditshallremaininfullforceandeffectuntiltheapplicableIssuing Bankandthe Lendersshallhave nofurtherobligationstomake anypayments ordisbursementsunderany circumstances with respect to such Letter of Credit.

"LenderParent"means,withrespecttoanyLender,anyPersonastowhichsuchLenderis,directly or indirectly, a Subsidiary.

"Lender-RelatedPerson"hasthemeaningassignedtoitinSection 9.03(d).

"Lenders" means the Persons listed on the Commitment Schedule and any other Person that shall havebecomeapartyheretopursuanttoanAssignmentandAssumption,ajoinderagreementcontemplated bySection2.08(f)oranamendmenttothisAgreement,ineachcaseotherthananysuchPersonthatceases tobeapartyheretopursuanttoanAssignmentandAssumption.Unlessthecontextotherwiserequires,the term "Lenders" includes the Swingline Lender and the Issuing Banks.

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"Letter of Credit" means any letter of credit issued pursuant to this Agreement and shall include the Existing Letters of Credit.

"LetterofCreditAgreement"hasthemeaningassignedtoitinSection2.05(b).

"LetterofCreditCommitment"means,withrespecttoeachIssuingBank,thecommitmentofsuch IssuingBanktoissueLettersofCredithereunder.TheinitialamountofeachIssuingBank'sLetterofCredit Commitment is set forth on Schedule 2.01C, or if an Issuing Bank has entered into an Assignment and AssumptionorhasotherwiseassumedaLetterofCreditCommitmentaftertheEffectiveDate,theamount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent.The Letter of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between such Issuing Bank and the Borrower, and notified to the Administrative Agent.

"Liabilities" means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

"Lien" means, with respect to any asset, (a)any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge in the nature of a security interest or other security interest in, on or ofsuchassetand(b)theinterestofavendororalessorunderanyconditionalsaleagreement,CapitalLease ortitleretentionagreement(oranyfinancingleasehavingsubstantiallythesameeconomiceffectasanyof the foregoing) relating to such asset.

"Loan Documents" means this Agreement, including schedules and exhibits hereto, each promissory note (if any) issued pursuant to this Agreement, each Guarantee of all or any portion of the Obligations (if any) pursuant to Section 9.02(e), the letter described in clause(a) of the definition of "Fee Letter", the First Amendment, any agreement creating or perfecting rights in cash collateral granted pursuant to the provisions of this Agreement, and any other agreements executed and delivered by the Borrower or any Loan Party in connection herewith, including any amendments, modifications or supplements thereto or waivers of each of the foregoing.

"Loan Parties" means the Borrower and each Subsidiary(if any) that provides aGuarantee of the all or any portion of the Obligations.

"Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement. "MaterialAcquisition"meansanytransaction,oranyseriesofrelatedtransactions,consummated

aftertheEffectiveDate,bywhichtheBorroweroranySubsidiary(a)acquiresanygoingbusinessorallor

substantiallyalloftheassetsofanyPerson,whetherthroughpurchaseofassets,mergerorotherwise,or

(b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions)atleastamajority(innumberofvotes)oftheEquityInterestsofaPersonwhichhasordinary voting power for the election of directors or other similar management personnel of a Person (other than EquityInterestshavingsuch power onlybyreasonofthe happeningofacontingency) oramajorityofthe outstandingEquityInterestsofaPerson,withanaggregatecashandnon-cashpurchasepriceinexcessof

$300,000,000.

"Material Adverse Effect" means (a)a material adverse change in, or a material adverse effect upon,theoperations,business,assetsorfinancial conditionoftheBorroweranditsSubsidiariestakenasa whole; (b)a material impairment of the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents, or of the ability of the Borrower to perform its payment or other material obligationsunderthisAgreementoranyothermaterialLoanDocumenttowhichitisaparty;or(c)a

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material adverse effect upon the legality, validity, bindingeffect or enforceabilityagainst the Borrower of this Agreement or any other material Loan Document to which it is a party.

"Material Subsidiary" means eachSubsidiaryoftheBorrowerthat is a"significant subsidiary" as defined in Regulation S-X of the Securities Act of 1933.

"MaturityDate"meansJune15,2026,asitmaybeextendedpursuanttoSection2.20. "Maximum Rate" has the meaning assigned to it in Section 9.14.

"Moody's"meansMoody'sInvestorsService, Inc.

"Multiemployer Plan" means any employee benefit plan which is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

"Non-ConsentingLender"meansanyLenderwhohasfailedtoconsenttoaproposedamendment, waiver, discharge or termination which pursuant to the terms of Section 9.02 cannot become effective withouttheconsentofsuchLenderandwithrespecttowhichtheRequiredLendersshallhavegrantedtheir consent.

"Non-ExtendingLender"hasthemeaningassignedtosuchterminSection2.20(a). "NYFRB" means the Federal Reserve Bank of New York.

"NYFRBRate"means,foranyday,thegreaterof(a)theFederalFundsEffectiveRateineffecton such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term "NYFRB Rate" means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds brokerofrecognizedstandingselectedbyit;provided, further,thatifanyoftheaforesaidratesshallbeless than zero, such rate shall be deemed to be zero for purposes of this Agreement.

"NYFRB's Website" means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

"Obligations" means all advances to, and debts, liabilities and obligations of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case 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 commencementbyoragainstanyLoanPartyoranySubsidiarythereofofanyproceedingunderanyDebtor Relief Laws namingsuchPersonasthe debtor in suchproceeding, regardlessofwhethersuchinterest and fees are allowed claims in such proceeding.

"OrganizationDocuments"means,(a)withrespecttoanycorporation,thecertificateorarticlesof incorporationandthebylaws(orequivalentorcomparableconstitutivedocumentswithrespecttoanynon- U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; 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 organizationandanyagreement,instrument,filingornoticewithrespecttheretofiledinconnectionwith

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itsformationororganizationwiththeapplicableGovernmentalAuthorityinthejurisdictionofitsformation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligationsunder,receivedpaymentsunder,receivedorperfectedasecurityinterestunder,engagedinany other transactionpursuant to or enforcedanyLoan Document, or sold or assignedan interest inanyLoan, Letter of Credit or Loan Document).

"OtherTaxes"meansallpresentorfuturestamp,courtordocumentary,intangible,recording,filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcementorregistrationof,fromthereceiptorperfectionofasecurityinterestunder,orotherwisewith 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 2.18(b)).

"OvernightBankFundingRate"means,foranyday,theratecomprisedofbothovernightfederal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website fromtime to time, and publishedon the nextsucceedingBusiness Daybythe NYFRB as an overnight bank funding rate.

"Participant" has the meaning assigned to such term in Section 9.04(c). "ParticipantRegister"hasthemeaningassignedtosuchterminSection9.04(c). "Patriot Act" has the meaning assigned to it in Section 9.17.

"Payment" has the meaning assigned to it in Section 8.06(c). "PaymentNotice"hasthemeaningassignedtoitinSection8.06(c).

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Pension Funding Rules" means the rules of the Code and ERISA regarding minimum required contributions to Plans as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

"PermittedEncumbrances"means:

(a)LiensforTaxesnotyetdueorwhicharebeingcontestedingoodfaith,ifadequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (to the extent required by GAAP);

(b)carriers', warehousemen's, mechanics', materialmen's, landlord's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith, if adequate reserves with respecttheretoaremaintainedonthebooksoftheapplicablePerson(totheextentrequiredby GAAP);

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(c)pledgesordepositsintheordinarycourseofbusinessinconnectionwithworkers' compensation, unemployment insurance and other social security or similar laws, regulations or legislation, other than any Lien imposed by ERISA;

(d)easements, rights-of-way, restrictions, building code laws, zoning restrictions, encroachments and other similar encumbrances affecting real property which do not in any case materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole;

(e)Liens securing judgments for the payment of money not constituting an Event of Default under clause (h) of Section 7.01;

(f)any interest or title of a licensor, sublicensor, lessor or sublessor under leases or subleases or secured by a lessor's or sublessor's interests under licenses or leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

(g)Liens in respect of the licensing of trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights in the ordinary course of business;

(h)Liensinfavorofabankingorotherfinancialinstitutionarisingasamatteroflaw or in the ordinary course of business under customary general terms and conditions encumberingdepositsorotherfundsmaintainedwithafinancialinstitution(includingtheright of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution's general terms and conditions;

(i)Liens on specific items of inventory or other goods (other than fixed or capital assets) and proceeds thereof of any Person securing such Person's obligations in respect of bankers' acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(j)Liensencumberingreasonablecustomaryinitial deposits and margin depositsand similarLiensattachingtocommoditytradingaccountsorotherbrokerageaccountsincurredin the ordinary course of business and not for speculative purposes;

(k)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;

(l)deposits to secure the performance of (or to secure letters of credit or letters of guarantee that secure the performance of) bids, trade, contacts, leases, statutory obligations, suretyandappealbonds,performancebondsandotherobligationsofalikenature,ineachcase in the ordinary course of business;

(m)leases or subleases, licenses or sublicenses granted in the ordinary course of business to others (other than as security for Indebtedness) not interfering in any material respectwiththeconductofthebusinessoftheBorroweranditsSubsidiariestakenasawhole;

(n)Liens solelyon anycash earnest moneydeposits made bythe Borrower or anyof its Subsidiaries in connection with any letter of intent or purchase agreement not prohibited hereunder;

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(o)Liens arising fromprecautionary UniformCommercial Code financing statement orsimilarfilingsmadeinrespectofoperatingleasesenteredintobytheBorroweroranyofits Subsidiaries;

(p)Liensoninsurancepoliciesandtheproceedsthereofsecuringthefinancingofthe premiums with respect thereto;

(q)Liens resulting fromthe deposit of funds into escrowor a similar arrangement or evidences of Indebtedness in trust for the sole purpose of defeasing Indebtedness of the BorroweroranyofitsSubsidiariespermittedunderthetermsofthisAgreement,providedsuch Liens only extend to such assets so deposited or in trust and such Lien only applies until such defeasance;

(r)normal and customaryrights of setoffupon deposits ofcashinfavor ofbanks and other depository institutions; and

(s)Liens, if any, in favor of the Issuing Bank and/or Swingline Lender to cash collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder;

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness. "Person"meansanynaturalperson,corporation,limitedliabilitycompany,trust,jointventure,

association,company,partnership,GovernmentalAuthorityorotherentity.

"Plan"meansanyemployeepensionbenefitplan(otherthanaMultiemployerPlan)subjecttothe provisions of TitleIV of ERISA or Section412 of the Code or Section302 of ERISA, and in respect of whichtheBorroweroranyERISAAffiliateis(or,ifsuchplanwereterminated,wouldunderSection4069 of ERISA be deemed to be) an "employer" as defined in Section3(5) of ERISA or with respect to which the Borrower or any ERISA Affiliate may otherwise have any liability.

"Plan Asset Regulations" means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) ofERISA, as amended from time to time.

"PrimeRate"meanstherateofinterestlastquotedbyTheWallStreetJournalasthe"PrimeRate" in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate publishedbytheFederalReserveBoardinFederalReserveStatisticalReleaseH.15(519)(SelectedInterest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

"Proceeding"means anyclaim, litigation,investigation,action, suit, arbitrationor administrative, judicial or regulatory action or proceeding in any jurisdiction.

"PTE"meansaprohibitedtransactionclassexemptionissuedbytheU.S.DepartmentofLabor, as any such exemption may be amended from time to time.

"Recipient"means(a)theAdministrativeAgent,(b)anyLenderand(c) anyIssuingBank,as applicable.

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"Reference Time" with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two Business Days precedingthe date of suchsetting, (2) if such Benchmarkis DailySimple SOFR, thenfourBusiness Days prior tosuchsettingor (3) if such Benchmarkis noneof theTermSOFR Rate or DailySimple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

"Register"hasthemeaningassignedtosuchterminSection9.04(b).

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

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

"Relevant Rate" means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable.

"RequiredLenders"means,subjecttoSection2.19,(a)atanytimepriortotheearlieroftheLoans becoming due and payable pursuant to Section 7.02 or the total Commitments terminating or expiring, Lenders havingRevolving Credit Exposures and Unfunded Commitments representingmore than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments at such time, provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the Unfunded Commitment of each Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.02 or the total Commitments expire or terminate, Lenders having RevolvingCreditExposuresrepresentingmorethan50%ofthesumoftheTotalRevolvingCreditExposure at such time; provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure of any Lender that is a Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.19 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount and (y) for the purpose of determining the Required Lenders neededforanywaiver,amendment,modificationorconsentoforunderthisAgreementoranyotherLoan Document, any Lender that is the Borrower, or any Subsidiary or Affiliate of the Borrower shall be disregarded.

"ResolutionAuthority"meansanEEAResolutionAuthorityor,withrespecttoanyUKFinancial Institution, a UK Resolution Authority.

"ResponseDate"hasthemeaningassignedtosuchterminSection 2.20(a).

"Responsible Officer" means the chief executive officer, president, co-president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, and solely for purposes of the delivery ofincumbencycertificatespursuanttoSection4.01,thesecretaryoranyassistantsecretaryofaLoanParty and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicableLoanPartysodesignatedbyanyoftheforegoingofficersinanoticetotheAdministrativeAgent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusivelypresumed tohave beenauthorized byallnecessarycorporate, partnership and/or other action onthepart of suchLoanPartyandsuchResponsibleOfficer shall beconclusivelypresumedtohaveacted on behalf of such Loan Party.

"RevolvingBorrowing"meansaBorrowingcomprisedofRevolvingLoans.

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"Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

"RevolvingLoan"meansaLoanmadepursuanttoSection2.01.

"RFRBorrowing"means,astoanyBorrowing,theRFRLoanscomprisingsuchBorrowing.

"RFRLoan"meansaLoanthatbearsinterestataratebasedontheAdjustedDailySimpleSOFR. "S&P"meansStandard&Poor'sRatingServices,aStandard&Poor'sFinancialServicesLLC

business.

"Sanctioned Country" means, at anytime, a country, region orterritorywhichis itselfthesubject or target of any Sanctions (as of the First Amendment Effective Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria).

"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, the U.S. Department of State, or by the United Nations Security Council, the European Union, any European Union member state, His Majesty's Treasury of the United Kingdom or other relevant sanctionsauthority,(b)anyPersonoperating,organizedorresidentinaSanctionedCountry,(c)anyPerson ownedorcontrolledbyanysuchPersonorPersonsdescribedintheforegoingclauses(a)or(b),or(d)any Person otherwise the subject of any Sanctions.

"Sanctions" means all economic or financial sanctionsor trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control ofthe U.S. Department of the Treasuryor the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty's Treasury of the United Kingdom or other relevant sanctions authority.

"SEC"meanstheSecuritiesandExchangeCommissionoftheUnitedStatesof America.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

"SOFR Administrator" meansthe NYFRB (or a successor administrator of the securedovernight financing rate).

"SOFR Administrator’s Website" means the NYFRB’s Website, currently at http://www.newyorkfed.org, or anysuccessor source for the secured overnight financingrate identifiedas such by the SOFR Administrator from time to time.

"SOFRDeterminationDate"hasthemeaningspecifiedinthedefinitionof"DailySimpleSOFR".

"SOFR Rate Day" has the meaning specified in the definition of "Daily Simple SOFR". "Subsidiary"ofaPersonmeansacorporation,partnership,jointventure,limitedliabilitycompany

or other business entity of which a majority of the shares of securities or other interests having ordinary votingpowerfortheelectionofdirectorsorothergoverningbody(otherthansecuritiesorinterestshaving such power only by reason of the happening of a contingency) are at the time beneficially owned, or the managementofwhichisotherwisecontrolled,directly,orindirectlythroughoneormoreintermediaries,

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orboth,bysuchPerson.Unlessotherwisespecified,allreferenceshereintoa"Subsidiary"orto "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

"Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies,commodities,equityordebtinstrumentsorsecurities,oreconomic,financialor pricingindices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Swap Agreement.

"Swap Termination Value" means, in respect of any one or more Swap Agreements, after taking intoaccounttheeffectofanylegallyenforceablenettingagreementrelatingtosuchSwapAgreements, (a)for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations providedbyanyrecognizeddealerinsuchSwapAgreements(whichmayincludeaLenderoranyAffiliate of a Lender).

"Swingline Commitment" means as to anyLender (i) the amount set forth opposite such Lender's name on Schedule 2.01B hereof or (ii) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swingline Commitment after the Effective Date, the amount set forth for such Lender as its Swingline Commitment in the Register maintained by the Administrative Agent pursuant to Section 9.04(b)(iv).

"Swingline Exposure" means,atanytime,theaggregate principal amount of all Swingline Loans outstanding at such time.The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time (excluding, in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation under Section2.19 of the Swingline ExposureofDefaultingLendersineffectatsuchtime,and(b)inthecaseofanyLenderthatisaSwingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time, less the amount of participations funded by the other Lenders in such Swingline Loans.

"Swingline Lender" means JPMorgan Chase Bank, N.A., in its capacity as a lender of Swingline Loans hereunder.

"SwinglineLoan"meansaLoanmadepursuanttoSection2.04.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Term Benchmark" when used in reference to any Loan or Borrowing, refers to whether such Loan,ortheLoanscomprisingsuchBorrowing,arebearinginterestataratedeterminedbyreferencetothe Adjusted Term SOFR Rate.

"Term SOFR Determination Day" has the meaning assigned to it under the definition of Term SOFR Reference Rate.

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"Term SOFR Rate" means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

"Term SOFR Reference Rate" means, for any day and time (such day, the "Term SOFR DeterminationDay"),withrespecttoanyTermBenchmarkBorrowingdenominatedinDollarsandforany tenor comparableto the applicable Interest Period, therate per annumpublishedbythe CMETermSOFR AdministratorandidentifiedbytheAdministrativeAgentastheforward-lookingtermratebasedonSOFR. Ifby5:00pm(NewYorkCitytime)onsuchTermSOFRDeterminationDay,the"TermSOFRReference Rate" for the applicable tenor has not been published by the CME Term SOFR Administrator and a BenchmarkReplacementDatewithrespecttotheTermSOFRRatehasnotoccurred,then,solongassuch day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such TermSOFRDeterminationDaywillbetheTermSOFRReferenceRateaspublishedinrespectofthefirst preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government SecuritiesBusinessDayisnotmorethanfive(5)U.S.GovernmentSecuritiesBusinessDayspriortosuch Term SOFR Determination Day.

"ThresholdAmount"means$100,000,000.

"Total Revolving Credit Exposure" means, at any time, the sum of (a) the outstanding principal amount of the Revolving Loans and Swingline Loans at such time and (b) the total LC Exposure at such time.

"Transactions" means, collectively, any or all of the following: (a)the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof andtheissuanceofLettersofCredithereunderandtheusethereofand(b)thepaymentoffeesandexpenses related to the foregoing.

"Type",whenusedinreferencetoanyLoanorBorrowing,referstowhethertherateofintereston such Loan, or on the Loans comprising such Borrowing, is determined by reference to the AdjustedTerm SOFR Rate, the Adjusted Daily Simple SOFR or the Alternate Base Rate.

"UK Financial Institutions" means any BRRD Undertaking (as such term is defined under the PRARulebook(asamendedfromtimetotime)promulgatedbytheUnitedKingdomPrudentialRegulation Authority)oranypersonfallingwithinIFPRU11.6oftheFCAHandbook(asamendedfromtimetotime) promulgatedbytheUnitedKingdomFinancialConductAuthority,whichincludescertaincreditinstitutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UKResolutionAuthority"meanstheBankofEnglandoranyotherpublicadministrativeauthority having responsibility for the resolution of any UK Financial Institution.

"UnadjustedBenchmarkReplacement"meanstheapplicableBenchmarkReplacementexcluding the applicable Benchmark Replacement Adjustment.

"Unfunded Commitment" means, with respect to each Lender, the Commitment of such Lender less its Revolving Credit Exposure.

"U.S.GovernmentSecuritiesBusinessDay"meansanydayexceptfor(i)aSaturday,(ii)aSunday or(iii)adayonwhichtheSecuritiesIndustryandFinancialMarketsAssociationrecommendsthatthefixed

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income departments of its members be closed for the entire day for purposes of trading in United Statesgovernment securities.

"U.S.Person"meansa"UnitedStatesperson"withinthemeaningofSection7701(a)(30)ofthe

Code.

"U.S.TaxComplianceCertificate"hasthemeaningassignedtosuchtermin

Section 2.16(f)(ii)(B)(3).

"WithdrawalLiability"meansliabilitytoaMultiemployerPlanasaresultofacompleteorpartial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of TitleIV of ERISA.

"Write-DownandConversionPowers"means,(a)withrespecttoanyEEAResolutionAuthority, thewrite-downandconversionpowersofsuchEEAResolutionAuthorityfromtimetotimeundertheBail- In Legislation for the applicable EEA Member Country, which write-down and conversion powers are describedintheEUBail-InLegislationSchedule,and(b)withrespecttotheUnitedKingdom,anypowers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change theformofaliabilityofanyUKFinancialInstitutionoranycontractorinstrumentunderwhichthatliability arises,toconvertallorpartofthatliabilityintoshares,securitiesorobligationsofthat Personoranyother 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.

SECTION1.02.Classification of Loans and Borrowings.ForpurposesofthisAgreement,Loans maybeclassifiedandreferredtobyClass(e.g.,a"RevolvingLoan")orbyType(e.g.,a"TermBenchmark Loan" or an "RFR Loan") or by Class and Type (e.g., a "Term Benchmark Revolving Loan" or an "RFR Revolving Loan").Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing") or byType (e.g., a "TermBenchmarkBorrowing" or an"RFR Borrowing") or byClass and Type (e.g., a "Term Benchmark Revolving Borrowing" or an "RFR Revolving Borrowing").

SECTION1.03. Terms Generally.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 construedtohavethesamemeaningandeffectastheword"shall".Unlessthecontextrequiresotherwise (a)anydefinitionoforreferencetoanyagreement,instrumentorotherdocumenthereinshallbeconstrued asreferringtosuchagreement,instrumentorotherdocumentasfromtimetotimeamended,supplemented or otherwise modified(subjectto anyrestrictionson such amendments, supplements or modificationsset forthherein),(b)anyreferencehereintoanyPersonshallbeconstruedtoincludesuchPerson'ssuccessors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sectionsof,andExhibitsandSchedulesto,thisAgreement,(e)anyreferencetoanylaw,ruleorregulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words "asset" and "property" shall be construed to have the samemeaningandeffectandtorefertoanyandalltangibleandintangibleassetsandproperties,including cash, securities, accounts and contract rights.

SECTION1.04.Accounting Terms; GAAP.

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(a)Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; providedthat,iftheBorrowernotifiestheAdministrativeAgentthattheBorrowerrequestsan amendment to any provision hereof to eliminate the effect of any change occurring after the datehereofin GAAP orinthe applicationthereofonthe operation of suchprovision (orifthe Administrative Agent notifies the Borrower that the Required Lenders request an amendment toanyprovisionhereofforsuchpurpose),regardlessofwhetheranysuchnoticeisgivenbefore or after such change in GAAP or in the application thereof, then such provision shall be interpretedonthebasisofGAAPasineffectandappliedimmediatelybeforesuchchangeshall havebecomeeffectiveuntilsuchnoticeshallhavebeenwithdrawnorsuchprovisionamended inaccordanceherewith.Notwithstandinganyotherprovisioncontainedherein,alltermsofan accountingorfinancialnatureusedhereinshallbeconstrued,andallcomputationsofamounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at "fair value", as defined therein and (ii) anytreatmentofIndebtednessunderAccountingStandardsCodification470-20or2015-03(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as describedtherein,andsuchIndebtednessshallatalltimesbevaluedatthefullstatedprincipal amount thereof.

(b)Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definitionof"CapitalLeaseObligations"oranyotherprovisionofthisAgreementoranyother Loan Document, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016- 02, Leases (Topic 842) ("FAS 842"), to the extent such adoption would require treating any lease (or similar arrangement conveyingthe right to use) as a capital or financingleasewhere suchlease(orsimilararrangement)wouldnothavebeenrequiredtobesotreatedunderGAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease or a "CapitalLease"or"AttributableIndebtedness"(andtheobligationsinrespectthereofshallnot be "Capital Lease Obligations"), and all calculations and ratios under this Agreement or any otherLoanDocumentshallbemadeorcalculated,asapplicable,inaccordancetherewith.For the avoidance of doubt, any lease not classified as a capital lease or financing lease under GAAP will be treated as an operating lease for purposes of this Agreement, including but not limited to the definition of "Consolidated Rent Expense."

SECTION1.05.Pro Forma Adjustments for Acquisitions and Dispositions.In accordance with GAAP, for each period of four fiscal quarters ending next following the date of any acquisition or any DispositionconsummatedaftertheEffectiveDate,forpurposesofdeterminingtheConsolidatedLeverage Ratio and Consolidated Fixed Charge Coverage Ratio, the consolidated results of operations of the BorroweranditsSubsidiariesshallincludetheresultsofoperationsofthePersonorassetssubjecttosuch acquisition or exclude the results of operations of the Person or assets subject to such Disposition, as the casemaybe, on a historicalproforma basistothe extent informationinsufficientdetailconcerningsuch historicalresultsofsuchPersonorassetsisreasonablyavailable,andwhichamountsshallnotincludeany synergiesresultingfromsuchacquisitionor adjustmentsresultingfromsuchDispositionother thanthose permitted pursuant to Regulation S-X of the SEC.

SECTION1.06. Interest Rates; Benchmark Notification.The interest rate on a Loan denominatedindollarsmaybederivedfromaninterestratebenchmarkthatmaybediscontinuedoris,or mayinthefuturebecome,thesubjectofregulatoryreform.UpontheoccurrenceofaBenchmark

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Transition Event, Section 2.13(b) provides a mechanism for determining an alternative rate of interest. TheAdministrativeAgentdoesnotwarrantoracceptanyresponsibilityfor,andshallnothaveanyliability withrespectto,theadministration,submission,performanceoranyothermatterrelatedtoanyinterestrate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.The Administrative Agent and its affiliatesand/orotherrelatedentitiesmayengageintransactionsthataffectthecalculationofanyinterest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement)and/oranyrelevantadjustmentsthereto,ineachcase,inamanneradversetotheBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, anyLender or anyother person or entityfor damages of any kind, includingdirect or indirect, special,punitive,incidentalorconsequentialdamages, costs,lossesorexpenses(whetherintort,contract or otherwise and whether atlaworinequity),foranyerror or calculation of anysuch rate (orcomponent thereof) provided by any such information source or service.

SECTION1.07.Letter of Credit Amounts.Unless otherwise specified herein, the amount of a LetterofCreditatanytimeshallbedeemedtobetheamountofsuchLetterofCreditavailabletobedrawn atsuchtime;providedthatwithrespecttoanyLetterofCreditthat,byitstermsorthetermsofanyLetter ofCreditAgreementrelatedthereto,providesforoneormoreautomaticincreasesintheavailableamount thereof,theamountofsuchLetterofCreditshallbedeemedtobethemaximumamountofsuchLetterof Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

SECTION1.08.Divisions.For all purposesunderthe LoanDocuments, in connection withany division or plan of division under Delaware law(or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liabilityof adifferent Person,thenitshallbedeemedtohavebeentransferredfromtheoriginalPersonto thesubsequentPerson,and(b)ifanynewPersoncomesintoexistence,suchnewPersonshallbedeemed tohavebeenorganizedandacquiredonthefirstdateofitsexistencebytheholdersofitsEquityInterests at such time.

ARTICLEII

The Credits

SECTION2.01.Commitments.Subjecttothetermsandconditionssetforthherein,eachLender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.09) in (a)such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b)the Total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION2.02. Loans and Borrowings.(a) Each Revolving Loan shall be made as part of a BorrowingconsistingofRevolvingLoansmadebytheLendersratablyinaccordancewiththeirrespective Commitments.ThefailureofanyLendertomakeanyLoanrequiredtobemadebyitshallnotrelieve

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any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(b)SubjecttoSection2.13,eachRevolvingBorrowingshallbecomprisedentirelyof ABRLoans or Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement to Adjusted Daily Simple SOFR, RFR Loans) as the Borrower may request in accordanceherewith.EachSwingline Loanshallbean ABRLoan.Each Lenderatitsoption may make anyLoan bycausinganydomestic or foreign branch or Affiliate of such Lender to makesuchLoan;providedthatanyexerciseofsuchoptionshallnotaffecttheobligationofthe Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)AtthecommencementofeachInterestPeriodforanyTermBenchmarkRevolving Borrowing,suchBorrowingshallbeinanaggregateamountthatisanintegralmultipleof $1,000,000 and not less than $3,000,000.At the time that each ABRRevolving Borrowing and/or RFR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integralmultipleof$1,000,000andnotlessthan$3,000,000;providedthatanABRRevolving Borrowingmaybeinanaggregateamountthatisequaltotheentireunusedbalanceofthetotal Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplatedbySection2.05(e).EachSwinglineLoanshallbeinanamountthatisanintegral multiple of $1,000,000 and not less than $1,000,000.Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen (15) Term Benchmark Revolving Borrowings outstanding.

(d)NotwithstandinganyotherprovisionofthisAgreement,theBorrowershallnotbe entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION2.03. Requests for Revolving Borrowings.To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request submitting a written Borrowing Request inaformapprovedbytheAdministrativeAgentandsignedbyaResponsibleOfficeroftheBorrower (a)(x)inthecaseofaTermBenchmarkBorrowing,notlaterthan12:00noon,NewYorkCitytime,three U.S. Government Securities Business Days before the date of the proposed Borrowing or (y)if after the effectiveness of a Benchmark Replacement to Daily Simple SOFR, not later than 11:00 a.m., NewYork Citytime,fiveU.S.Government SecuritiesBusinessDaysbeforethedate oftheproposedBorrowing,or (b)in the case of an ABRBorrowing, not later than 12:00 noon, NewYork City time, on the date of the proposed Borrowing; provided that any such notice of an ABRRevolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section2.05(e) may be given not later than 10:00 a.m., NewYork City time, on the date of the proposed Borrowing.Each such Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) theaggregateamountoftherequestedBorrowing;

(ii) thedateofsuchBorrowing,whichshallbeaBusiness Day;

(iii)whether such Borrowing is to be an ABRBorrowing or a Term Benchmark Borrowing (or, if after the effectiveness of a Benchmark Replacement to Adjusted Daily Simple SOFR, an RFR Borrowing);

(iv)in the case of a TermBenchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and

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(v)the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

IfnoelectionastotheTypeofRevolvingBorrowingisspecified,thentherequestedRevolvingBorrowing shall be an ABRBorrowing.If no Interest Period is specified with respect to any requested Term Benchmark Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.Promptly following receipt of a Borrowing Request in accordance with this Section,theAdministrativeAgentshalladviseeachLenderofthedetailsthereofandoftheamountofsuch Lender's Loan to be made as part of the requested Borrowing.

SECTION2.04.Swingline Loans.(a)Subjecttothetermsandconditionssetforthherein,from time to time during the Availability Period, the Swingline Lender may, but shall have no obligation to makeSwinglineLoanstotheBorrowerinanaggregateprincipalamountatanytimeoutstandingthatwill not result in (i)the aggregate principal amount of outstanding Swingline Loans exceeding its Swingline Commitment,(ii)theSwinglineLender'sRevolvingCreditExposureexceedingitsCommitment,or (iii)the Total Revolving Credit Exposure exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)To request a Swingline Loan, the Borrower shall submit a written notice to the AdministrativeAgentbytelecopyorelectronicmailnotlaterthan12:00noon,NewYorkCity time, onthedayof a proposed SwinglineLoan.Eachsuch noticeshall beinaformapproved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower.The Swingline Lender shall make its ratable portion of the requested Swingline Loan available to the Borrower by means of a credit to an account of the Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., NewYork City time, on the requested date of such Swingline Loan.

(c)The Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of its Swingline Loans outstanding.Such notice shall specify the aggregate amount of Swingline Loans in which Lenders willparticipate.Promptlyuponreceiptofsuchnotice,the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loans.Each Lender hereby absolutely and unconditionally agrees,promptlyuponreceiptofsuchnoticefromtheAdministrativeAgent(andinanyevent, ifsuchnoticeisreceivedby12:00noon,NewYorkCitytime,onaBusinessDaynolaterthan 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New YorkCitytime,onaBusinessDayshallmeannolaterthan10:00a.m.NewYorkCitytimeon theimmediatelysucceedingBusinessDay),topaytotheAdministrativeAgent,fortheaccount oftheSwinglineLender,suchLender'sApplicablePercentageofsuchSwinglineLoans.Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loanspursuanttothisparagraphisabsoluteandunconditionalandshallnotbeaffectedbyany circumstance whatsoever, includingthe occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.Each Lender shall comply with its obligationunderthisparagraphbywiretransferofimmediatelyavailablefunds,inthesame

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mannerasprovidedinSection2.06withrespecttoLoansmadebysuchLender(and Section2.06shallapply,mutatis mutandis,tothepaymentobligationsoftheLenders),andthe Administrative Agent shall promptlypayto the Swingline Lenderthe amountssoreceived by itfromtheLenders.TheAdministrativeAgentshallnotifytheBorrowerofanyparticipations inanySwinglineLoanacquiredpursuanttothisparagraph,andthereafterpaymentsinrespect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.AnyamountsreceivedbytheSwinglineLenderfromtheBorrower(orotherpartyon behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their paymentspursuanttothisparagraphandtotheSwinglineLender,astheirinterestsmayappear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.The purchase of participations in a Swingline Loan pursuanttothisparagraphshallnotrelievetheBorrowerofanydefaultinthepaymentthereof.

(d)The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor SwinglineLender.TheAdministrativeAgentshallnotifytheLendersofanysuchreplacement of the Swingline Lender.At the time any such replacement shall become effective, the BorrowershallpayallunpaidinterestaccruedfortheaccountofthereplacedSwinglineLender pursuanttoSection2.12(a).Fromandaftertheeffectivedateofanysuchreplacement,(x)the successorSwinglineLendershallhavealltherightsandobligationsofthereplacedSwingline LenderunderthisAgreementwithrespecttoSwinglineLoansmadethereafterand (y)referenceshereintotheterm"SwinglineLender"shallbedeemedtorefertosuchsuccessor ortoanypreviousSwinglineLender,ortosuchsuccessorandallpreviousSwinglineLenders, as the context shall require.After the replacement of the Swingline Lender hereunder, the replacedSwinglineLendershallremainapartyheretoandshallcontinuetohavealltherights and obligations of aSwingline Lender under this Agreement withrespect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.

(e)Subject to the appointment and acceptance of a successor Swingline Lender, any SwinglineLendermayresignasaSwinglineLenderatanytimeuponthirtydays'priorwritten notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.04(d) above.

SECTION2.05. Letters of Credit.(a) General.Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to issue Letters of Credit as the applicant thereof for thesupport ofitsor itsSubsidiaries'obligations,inaformreasonablyacceptabletosuchIssuingBank,at any time and from time to time during the Availability Period.

(b)Notice of Issuance, Amendment, Extension; Certain Conditions.To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit),theBorrowershallhanddeliverortelecopy(ortransmitbyelectroniccommunication, ifarrangementsfordoingsohavebeenapprovedbytherespectiveIssuingBank)toanIssuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days unlesstheAdministrativeAgentandtheapplicableIssuingBankshallotherwiseagree)anotice requestingthe issuanceofaLetterof Credit,oridentifyingthe LetterofCredittobeamended

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or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph(c)ofthisSection),theamountofsuchLetterofCredit,thenameandaddressofthe beneficiary thereof and such other information as shall be necessary to prepare, amend or extendsuchLetter of Credit.Inaddition,asaconditiontoanysuchLetter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement)fortheissuanceoflettersofcreditand/orshallsubmitaletterofcreditapplication, ineachcase,asrequiredbytherespectiveIssuingBankandusingsuchIssuingBank'sstandard form (each, a "Letter of Credit Agreement").In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement,theterms andconditions ofthis Agreement shall control.ALetter ofCreditshall be issued, amended or extended only if (and upon issuance, amendment or extension of each LetterofCredittheBorrowershallbedeemedtorepresentandwarrantthat),aftergivingeffect to such issuance, amendment or extension (i)(x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amountofallLCDisbursementsmadebysuchIssuingBankthathavenotyetbeenreimbursed byoronbehalfoftheBorroweratsuchtimeshallnotexceeditsLetterofCreditCommitment, (ii) the LC Exposure shall not exceed the total Letter of Credit Commitments, and (iii) no Lender'sRevolvingCreditExposureshallexceeditsCommitment.TheBorrowermay,atany timeandfromtimetotime,reducetheLetterofCreditCommitmentofanyIssuingBankwith the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of CreditCommitmentofanyIssuingBankif,aftergivingeffectofsuchreduction,theconditions set forth in clauses (i) through (iii) above shall not be satisfied.

AnIssuingBankshall notbeunderanyobligationtoissueanyLetterofCreditif:

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such IssuingBankrefrainfrom,theissuanceoflettersofcreditgenerallyorsuchLetterofCredit in particular or shallimpose upon such Issuing Bankwith respect to such Letterof Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwisecompensatedhereunder)notineffectontheEffectiveDate,orshallimposeupon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good faith deems material to it; or

(ii)the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

(c)Expiration Date.Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i)the date two years after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year after such extension)and(ii)thedatethatisfiveBusinessDayspriortotheMaturityDate;provided,that notwithstanding clause(ii) above, to the extent the Borrower has entered into arrangements reasonably acceptable to the Administrative Agent and the relevant Issuing Bank to cash collateralizetheoutstandingamountofsuchLetterofCreditorbackstopsuchLetterofCredit on the later of (x)the date of issuance of such Letter of Credit and (y)the fifth Business Day prior to the Maturity Date, then a Letter of Credit may expire after the Maturity Date but no later than one year after the Maturity Date.

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(d)Participations.BytheissuanceofaLetterofCredit(oranamendmenttoaLetter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn undersuchLetterofCredit.Inconsiderationandinfurtheranceoftheforegoing,eachLender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the respective Issuing Bank, such Lender's Applicable Percentage of each LC DisbursementmadebysuchIssuingBankandnotreimbursedbytheBorroweronthedatedue as provided in paragraph(e) of this Section, or of any reimbursement payment required to be refundedtotheBorrowerforanyreason,includingaftertheMaturityDate.Eachsuchpayment shall be made without any offset, abatement, withholding or reduction whatsoever.Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraphinrespectofLettersofCreditisabsoluteandunconditionalandshallnotbeaffected byanycircumstancewhatsoever,includinganyamendmentorextensionofanyLetterofCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

(e)Reimbursement.If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, NewYorkCitytime,ontheBusinessDayfollowingthedaythattheBorrowerreceivesnotice thatsuchLCDisbursementismade;providedthattheBorrowermay,subjecttotheconditions to borrowing set forth herein, request in accordance with Section2.03 or 2.04 that such payment be financed with an ABRRevolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall bedischargedandreplacedbytheresultingABRRevolvingBorrowingorSwinglineLoan.If theBorrowerfailstomakesuchpaymentwhendue,theAdministrativeAgentshallnotifyeach LenderoftheapplicableLCDisbursement,thepaymentthenduefromtheBorrowerinrespect thereof and such Lender's Applicable Percentage thereof.Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section2.06 with respect to Loans made bysuch Lender (and Section2.06 shall apply, mutatis mutandis,to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders.Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bankor,totheextentthatLendershavemadepaymentspursuanttothisparagraphtoreimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraphto reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABRRevolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)Obligations Absolute.TheBorrower'sobligationtoreimburseLCDisbursements as provided in paragraph(e) of this Sectionshall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with theterms of this Agreement under any and all circumstances whatsoever and irrespective of (i)any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii)any draft or other document presented under a Letter of Credit proving tobeforged,fraudulentorinvalidinanyrespectoranystatementthereinbeinguntrueor

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inaccurateinanyrespect,(iii)paymentbytherespectiveIssuingBankunderaLetterofCredit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or(iv)anyother event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder.Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (includinganydocumentrequiredtomakeadrawingthereunder),anyerrorininterpretationof technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposedtospecial,indirect,consequentialorpunitivedamages,claimsinrespectofwhichare hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination.In furtheranceof theforegoingandwithout limitingthegeneralitythereof,the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for furtherinvestigation,regardlessofanynoticeorinformationtothecontrary,orrefusetoaccept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)Disbursement Procedures.TheIssuingBankforanyLetterofCreditshall,within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit.Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment if such Issuing Bank has made or will make an LC Disbursementthereunder;providedthatanyfailuretogiveordelayingivingsuchnoticeshall notrelievetheBorrowerofitsobligationtoreimbursesuchIssuingBankandtheLenderswith respect to any such LC Disbursement.

(h)Interim Interest.If the Issuing Bank for any Letter of Credit shall make any LC Disbursement,then,unlessthe Borrowershallreimburse such LCDisbursementin fullonthe datesuchLCDisbursementismade,theunpaidamountthereofshallbearinterest,foreachday from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable at the rate per annum then applicable to ABRRevolving Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph(e) of this Section, then Section2.12(d) shall apply.Interest accrued pursuant to this paragraphshall be for the account of such Issuing Bank, except that interest accruedonandafterthedateofpaymentbyanyLenderpursuanttoparagraph(e)ofthis

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Sectionto reimburse such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment.

(i)Replacement of the Issuing Bank.(i)An Issuing Bank may be replaced at any timebywrittenagreementamongtheBorrower,theAdministrativeAgent,thereplacedIssuing Bank and the successor Issuing Bank.The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank.At the time any such replacement shall become effective,theBorrowershallpayallunpaidfeesaccruedfortheaccountofthereplacedIssuing Bankpursuantto Section2.11(b).Fromandaftertheeffectivedateofany suchreplacement, (x)thesuccessorIssuingBankshallhavealltherightsandobligationsofanIssuingBankunder thisAgreementwithrespecttoLettersofCredittobeissuedbyitthereafterand(y)references hereintotheterm"IssuingBank"shallbedeemedtorefertosuchsuccessorortoanyprevious IssuingBank,ortosuchsuccessorandallpreviousIssuingBanks,asthecontextshallrequire. After the replacement of an IssuingBankhereunder, the replaced IssuingBankshallremain a partyhereto and shall continue to have all therightsand obligations of an IssuingBankunder thisAgreementwithrespecttoLettersofCreditissuedbyitpriortosuchreplacement,butshall notberequiredtoissueadditionalLettersofCreditorextendorotherwiseamendanyexisting Letter of Credit.

(ii)Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days' prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.05(i)(i) above.

(j)Cash Collateralization.If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the "Collateral Account"), an amount in cash equal to the LC Exposure as of such dateplusanyaccruedandunpaidinterestthereon; providedthat theobligationtodeposit such cashcollateralshallbecomeeffectiveimmediately,andsuchdepositshallbecomeimmediately dueandpayable,withoutdemandorothernoticeofanykind,upontheoccurrenceofanyEvent ofDefaultwithrespecttotheBorrowerdescribedinSection7.01(f)or(g).Suchdepositshall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.In addition, and without limiting the foregoingorparagraph(c)ofthisSection,ifanyLCExposureremainsoutstandingwithrespect to any Letter of Credit after the expiration date for such Letter of Credit specified in said paragraph(c), unless the Borrower has entered into arrangements to cash collateralize the outstandingamountofsuchLetterofCreditorbackstopsuchLetterofCreditassetforthinthe proviso to said paragraph (c), the Borrower shall promptly (and in any event within one Business Day) after notice from the Administrative Agent or the applicable Issuing Bank deposit into the Collateral Account an amount in cash equal to such LC Exposure as of such date plus any accrued and unpaid interest thereon.

The Administrative Agentshall have exclusive dominionandcontrol,includingthe exclusive right of withdrawal, over such account.Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest.Interestorprofits,ifany,onsuchinvestmentsshallaccumulateinsuchaccount.

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MoneysinsuchaccountshallbeappliedbytheAdministrativeAgenttoreimburseeachIssuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costsandcustomaryprocessingcharges,and,totheextent not soapplied,shall beheldforthe satisfactionofthereimbursementobligationsoftheBorrowerfortheLCExposureatsuchtime or,ifthematurityoftheLoanshasbeenaccelerated(butsubjecttotheconsentofLenderswith LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy otherObligations.IftheBorrowerisrequiredtoprovideanamountofcashcollateralhereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(k)Letters of Credit Issued for Account of Subsidiaries.NotwithstandingthataLetter of Creditissuedoroutstandinghereunder supportsanyobligations of, orisfortheaccount of, a Subsidiary, or states that a Subsidiary is the "account party," "applicant," "customer," "instructingparty,"orthelikeoforforsuchLetterofCredit,andwithoutderogatingfromany rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had beenissued solelyforthe account of the Borrowerand(ii)irrevocablywaivesanyand all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit.The Borrower hereby acknowledgesthattheissuanceofsuchLettersofCreditforitsSubsidiariesinurestothebenefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of such Subsidiaries.

SECTION2.06.Funding of Borrowings.(a)Each Lender shall make each Loan to be made by it hereunder ontheproposeddatethereof solelybywiretransfer of immediatelyavailablefundsby12:00 noon, NewYorkCitytime, to the account of the Administrative Agent most recentlydesignatedbyit for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section2.04.ExceptinrespectoftheprovisionsofthisAgreementcoveringthereimbursementofLetters ofCredit,theAdministrativeAgentwillmakesuchLoansavailabletotheBorrowerbypromptlycrediting thefundssoreceived in theaforesaidaccount ofthe Administrative Agent toan account of the Borrower maintainedwiththeAdministrativeAgentinNewYorkCitydesignatedbytheBorrowerintheapplicable Borrowing Request; provided that ABRRevolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b)UnlesstheAdministrativeAgentshallhavereceivednoticefromaLenderpriorto the proposed date of any Borrowing 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 paragraph(a)ofthisSectionandmay,inrelianceuponsuchassumption,makeavailabletothe Borrower acorrespondingamount.Insuchevent,ifaLenderhasnotinfact madeitsshareof the applicable Borrowing available to the Administrative Agent, then the applicable Lender andtheBorrowerseverallyagreetopaytotheAdministrativeAgentforthwithondemandsuch corresponding amount 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 (i)in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbankcompensationor(ii)inthecaseoftheBorrower,theinterestrateapplicableto

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ABRLoans.IfsuchLenderpayssuchamounttotheAdministrativeAgent,thensuchamount shall constitute such Lender's Loan included in such Borrowing.

SECTION2.07.Interest Elections; SOFR Conversion.(a)Each Revolving Borrowing initially shallbeoftheTypespecifiedintheapplicableBorrowingRequestand,inthecaseofaTermBenchmark Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Revolving Borrowing, may elect Interest Periods therefor,allasprovidedinthisSection.TheBorrowermayelectdifferentoptionswithrespecttodifferent portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the LendersholdingtheLoanscomprisingsuchBorrowing,andtheLoanscomprisingeachsuchportionshall be considered a separate Borrowing.This Sectionshall not apply to Swingline Borrowings, which may not be converted or continued.

(b)To make an election pursuant to this Section, the Borrower shall notify the AdministrativeAgentofsuchelectionbythetimethataBorrowingRequestwouldberequired under Section2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election.Each such Interest Election Request shall be irrevocable and in a form approved by the Administrative Agent and shall be signed by a Responsible Officer of the Borrower.

(c)Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)theBorrowingtowhichsuchInterestElectionRequestappliesand,ifdifferent options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABRBorrowing or a Term Benchmark Borrowing (or, if after the effectiveness of a Benchmark Replacement to Adjusted Daily Simple SOFR, an RFR Borrowing); and

(iv)if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Periodtobeapplicabletheretoaftergivingeffecttosuchelection,whichshallbeaperiod contemplated by the definition of the term "Interest Period".

IfanysuchInterestElectionRequestrequestsaTermBenchmarkBorrowingbutdoesnotspecifyanInterest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(e)IftheBorrowerfailstodeliveratimelyInterestElectionRequestwithrespecttoa Term Benchmark Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest PeriodsuchBorrowingshallbedeemedtohaveanInterestPeriodthatisonemonth’sduration. Notwithstandinganycontraryprovisionhereof,ifanEventofDefaulthasoccurredandis

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continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i)no outstanding Revolving Borrowingmaybe converted to or continued as aTermBenchmarkBorrowingand (ii)unless repaid, each Term Benchmark Revolving Borrowing (or, if after the effectiveness of a Benchmark Replacement to Adjusted Daily Simple SOFR, each RFR Borrowing) shall be converted toan ABRBorrowingat the end of the Interest Period applicablethereto (if any, or immediately if otherwise).

(f)Notwithstanding the foregoing, all "Eurodollar Loans" (as defined in the Credit Agreement prior to giving effect to the First Amendment) outstanding as of the First AmendmentEffectiveDateshallremainEurodollarLoans(asdefinedintheCreditAgreement prior to giving effect to the First Amendment) outstanding under the amended Credit Agreement until the end of the current Interest Period applicable thereto and, upon the expiration of such current Interest Period, shall be converted to SOFR Loans with an Interest Periodofone(1)month(the"SOFR Conversion").SubjecttotheSOFRConversion,allother terms and conditions set forth in the amended Credit Agreement with respect to SOFR Loans shall applyto such "Eurodollar Loans"(as definedinthe ExistingCredit Agreement), mutatis mutandis.

SECTION2.08.Termination and Reduction of Commitments; Increase in Commitments.(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b)The Borrower may at any time terminate, or from time to time reduce (without premiumor penalty), the Commitments; provided that(i)each reduction ofthe Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 and (ii)the Borrower shall not terminate or reduce the Commitments if, after giving effect to anyconcurrentprepaymentoftheLoansinaccordancewithSection2.10,theTotalRevolving Credit Exposures would exceed the total Commitments.

(c)The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph(b) of this Sectionat least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effectivedatethereof.Promptlyfollowingreceiptofanynotice,theAdministrativeAgentshall advisetheLendersofthecontentsthereof.EachnoticedeliveredbytheBorrowerpursuantto this Sectionshall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of othercreditfacilitiesoranyothertransaction,inwhichcasesuchnoticemayberevokedbythe Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Any termination or reduction of the Commitments shall be permanent.Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

(d)Providedthere exists noDefault,uponnoticetothe Administrative Agent (which shallpromptlynotifytheLenders),theBorrowermayfromtimetotime,requestanincreasein theaggregate Commitments byanamount (for all suchrequests) not exceeding$900,000,000 (eachsuchincrease,an"IncrementalCommitmentIncrease");providedthat(i)theaggregate Commitments shall not exceed $2,700,000,000 at any time, and (ii)any such request for an increase shall be in a minimum amount of $20,000,000 (unless otherwise agreed by the AdministrativeAgent).Atthetimeofsendingsuchnotice,theBorrower(inconsultationwith the Administrative Agent) shall specify the time period within which each applicable Lender isrequestedtorespond(whichshallinnoeventbelessthantenBusinessDaysfromthedate

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of delivery of such notice to the Lenders (unless otherwise agreed by the Administrative Agent));provided,however,noLendershallincuranyliabilityfornotrespondingwithinsuch time period.

(e)Each applicable Lender shall notify the Administrative Agent within such time periodwhetheror notit agrees toincreaseits Commitment and,ifso,whether byanamount equal to,greaterthan,orlessthanitsApplicablePercentageofsuchrequestedincrease.AnyLender not responding within such time period shall be deemed to have declined to increase its Commitment.

(f)The Administrative Agent shall notify the Borrower and each Lender of the Lenders'responsestoeachrequestmadehereunder.Toachievethefullamountofarequested increaseandsubjecttotheapprovaloftheAdministrativeAgentandeachIssuingBank(which approvalsshallnotbeunreasonablywithheld,conditionedordelayed),theBorrowermayalso, concurrently with the notice provided pursuant to Section 2.08(d) or at any time thereafter on orpriortosuchIncreaseEffectiveDate(asdefinedbelow),inviteadditionalEligibleAssignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.

(g)If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase.The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the IncreaseEffectiveDate.SubjecttoSection2.15,oneachIncreaseEffectiveDate,eachLender, immediately prior to all Incremental Commitment Increases occurring on such Increase Effective Date, will automatically and without further action be deemed to have assigned to eachIncrementalIncreaseLenderprovidingaportionoftheIncrementalCommitmentIncrease onsuchIncreaseEffectiveDateandeachsuchIncrementalIncreaseLenderwillautomatically andwithoutfurtheractionbedeemedtohaveassumed,aportionofsuchLender'sparticipations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignmentandassumptionofparticipations,eachLender(includingeachIncrementalIncrease Lender) shall hold its pro rata share of the participations hereunder in Letters of Credit.

(h)As a condition precedent to such increase, the Borrower shall deliver to the AdministrativeAgentacertificateofeachLoanPartydatedasoftheIncreaseEffectiveDate(for distributiontoeachLender)signedbya ResponsibleOfficerofsuchLoanParty(x)certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase,and(y)inthecaseoftheBorrower,certifyingthat,immediatelybeforeandimmediately aftergivingeffecttosuchincrease,(A)therepresentationsandwarrantiescontainedinArticleIII aretrue andcorrectinall materialrespectsonandas ofthe onandasoftheIncreaseEffective Date (it being understood and agreed that any representation which by its terms is made as of a specifieddate shall berequired tobe trueand correctin all material respects onlyas of such specified date, and that any representation or warranty which is subject to any materiality qualifiershallberequiredtobetrueandcorrectinallrespects),and(B)noDefaultexists.The BorrowershallprepayanyRevolvingLoansoutstandingontheIncreaseEffectiveDate(andpay any additional amounts required pursuant to Section 2.15) to the extent necessary to keep the outstandingRevolvingLoansratablewithanyrevisedApplicablePercentagesarisingfromany nonratable increase in the Commitments under this Section.

(i)ThisSectionshallsupersedeanyprovisionsinSection2.17or9.02tothecontrary. In connection with any Incremental Commitment Increase, the Administrative Agent and the

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Borrowermay,withouttheconsentofanyLenders,effectsuchamendmentstoanyLoan DocumentsasmaybenecessaryorappropriatetoeffecttheprovisionsofthisSection2.08.

SECTION2.09. Repayment of Loans; Evidence of Debt.(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii)to the Administrative Agent for the account of the Swingline Lender the then unpaid principal amount of each Swingline Loan ontheearlieroftheMaturityDateandthe10^thBusinessDayaftersuchSwinglineLoanismade;provided that oneachdatethat aRevolvingBorrowingismade,theBorrower shallrepayallSwinglineLoansthen outstandingandtheproceedsofanysuchBorrowingshallbeappliedbytheAdministrativeAgenttorepay any Swingline Loans outstanding.

(b)Each Lender shall maintain in accordance with its usual practice an account or accountsevidencingtheindebtednessoftheBorrowertosuchLenderresultingfromeachLoan madebysuchLender,includingtheamountsofprincipalandinterestpayableandpaidtosuch Lender from time to time hereunder.

(c)The Administrative Agent shall maintain accounts in which it shall record (i)the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii)the amount of any principal or interest due and payable or to become due and payablefromtheBorrowertoeach Lender hereunder and(iii)theamountof anysum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d)The entries made in the accounts maintained pursuant to paragraph(b) or (c)of this Sectionshall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)AnyLendermayrequestthatLoansmadebyitbeevidencedbyapromissorynote. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory notepayabletosuchLender(or,ifrequestedbysuchLender,tosuchLenderanditsregistered assigns)andinaformapprovedbytheAdministrativeAgent.Thereafter,theLoansevidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

SECTION2.10.Prepayment of Loans.(a)The Borrower shall have the right at any time and fromtimetotimetoprepayanyBorrowinginwholeorinpart,withoutpremiumorpenaltybutsubjectto Section 2.15, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephone (confirmed by telecopy orotherelectronictransmission)ofanyprepaymenthereunder(i)inthecaseofprepaymentof a Term Benchmark Revolving Borrowing (or, if after the effectiveness of a Benchmark Replacement to Adjusted Daily Simple SOFR, an RFR Revolving Borrowing), not later than 12:00 noon, NewYork City time, three Business Days before the date of prepayment, (ii)in thecaseofprepaymentofanABRRevolvingBorrowing,notlaterthan12:00noon,NewYork City time, one Business Day before the date of prepayment or (iii)in the case of prepayment ofaSwinglineLoan,notlaterthan1:00p.m.,NewYorkCitytime,onthedateofprepayment. Eachsuchnoticeshallbeirrevocableandshallspecifytheprepaymentdateandtheprincipal

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amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepaymentisgiveninconnectionwithaconditionalnoticeofterminationoftheCommitments ascontemplatedbySection2.08,thensuchnoticeofprepaymentmayberevokedifsuchnotice of terminationisrevoked inaccordance with Section2.08.Promptlyfollowingreceipt ofany such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section2.02.Each prepayment of a Revolving Borrowing shallbeappliedratablytotheLoansincludedintheprepaidBorrowing.Prepaymentsshallbe accompaniedbyaccruedinterest totheextent requiredbySection2.12and shall be subject to the requirements of Section 2.15 relating to any break funding payments.

SECTION2.11. Fees.(a) The Borrower agrees to pay to the Administrative Agent for the accountofeachLender(subjecttoSection2.19(a))afacilityfee,whichshallaccrueattheApplicableRate on the dailyamount oftheCommitment ofsuch Lender(whetherused orunused) duringtheperiodfrom and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates,thensuchfacilityfeeshallcontinuetoaccrueonthedailyamountofsuchLender'sRevolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the dateon whichsuch Lenderceasestohave anyRevolvingCredit Exposure.Facilityfeesaccruedthrough and including the last day of March, June, September and December of each year shall be payable in arrearsonthefifteenthdayfollowingsuchlastdayandonthedateonwhichtheCommitmentsterminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing afterthedateonwhichtheCommitmentsterminateshallbepayableondemand.Allfacilityfeesshallbe computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)TheBorroweragreestopay(i)totheAdministrativeAgentfortheaccountofeach LenderaparticipationfeewithrespecttoitsparticipationsineachoutstandingLetterofCredit, whichshallaccrueonthedailymaximumamountthenavailabletobedrawnundersuchLetter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Effective Date to but excludingthelaterofthedateonwhichsuchLender'sCommitmentterminatesandthedateon which such Lender ceases to have anyLC Exposure, and (ii)to each IssuingBankfor its own accountafrontingfeewithrespecttoeachLetterofCreditissuedbysuchIssuingBank,which shall accrue at the rate of 0.125% per annum on the daily maximum amount then available to bedrawnundersuchLetterof Credit,duringtheperiodfromandincludingtheEffectiveDate tobutexcludingthelaterofthedateofterminationoftheCommitmentsandthedateonwhich there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank,aswellassuchIssuingBank'sstandardfeeswithrespecttotheissuance,amendmentor extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating to the Letters of Credit issued by such Issuing Bank as fromtimetotimeineffect.Participationfeesandfrontingfeesaccruedthroughandincluding the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and anysuchfees accruingafterthe dateon whichthe Commitments terminateshall bepayableondemand.Anyother feespayabletoanIssuingBankpursuant to thisparagraphshallbepayablewithin10daysafterdemand(accompaniedbyreasonableback- updocumentationrelatingthereto).All participationfeesandfrontingfeesshallbecomputed

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on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c)TheBorroweragreestopaytotheAdministrativeAgent,foritsownaccount,fees payableintheamountsandat thetimesseparatelyagreeduponbetweentheBorrower andthe Administrative Agent.

(d)All fees payable hereunder shall be paid on the dates due, in dollars immediately availablefunds,totheAdministrativeAgent(ortoanIssuingBank,inthecaseoffeespayable to it) for distribution, in the case of facility fees and participation fees, to the Lenders.Fees paid shall not be refundable under any circumstances.

SECTION 2.12.Interest.(a)TheLoanscomprisingeachABRBorrowing(includingeach Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)TheLoanscomprisingeachTermBenchmarkBorrowingshallbearinterestinthe case of a Term Benchmark Revolving Loan at the Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.Each RFR Loan shall bear interestatarateperannumequaltotheAdjustedDailySimpleSOFRplustheApplicableRate.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any feeorotheramountpayablebytheBorrowerhereunderisnotpaidwhendue,whetheratstated maturity,uponaccelerationorotherwise,suchoverdueamountshallbearinterest,afteraswell asbeforejudgment,atarateper annum equalto2%plustherateotherwiseapplicablethereto.

(d)AccruedinterestoneachLoanshallbepayableinarrearsoneachInterestPayment DateforsuchLoanand,inthecaseofRevolvingLoans,uponterminationoftheCommitments; provided that (i)interest accrued pursuant to paragraph(c) of this Sectionshall be payable on demand,(ii)intheeventofanyrepaymentorprepaymentofanyLoan(otherthanaprepayment ofanABRRevolvingLoanpriortotheendoftheAvailabilityPeriod),accruedinterestonthe principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii)in the event of any conversion of any Term Benchmark Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)InterestcomputedbyreferencetotheTermSOFRRateorDailySimpleSOFRand theAlternateBaseRatehereundershallbecomputedonthebasisofayearof360days.Interest computed byreference to the Alternate Base Rate onlyat times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year).In each case interest shall be payable for the actual number of days elapsed (includingthefirstdaybutexcludingthelastday).AllinteresthereunderonanyLoanshallbe computedonadailybasisbasedupontheoutstandingprincipalamountofsuchLoanasofthe applicable date of determination.A determination of the applicable Alternate Base Rate, AdjustedTermSOFR Rate,TermSOFR Rate, Adjusted Daily Simple SOFRor Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION2.13.Alternate Rate of Interest.(a)Subjectto clauses (b),(c), (d), (e) and (f) of this Section 2.13, if:

(i)theAdministrativeAgentdetermines(whichdeterminationshallbeconclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term

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Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequateandreasonablemeansdonotexistforascertainingtheapplicableAdjustedDaily Simple SOFR; or

(ii)theAdministrativeAgentisadvisedbytheRequiredLendersthat(A)priorto thecommencementofanyInterestPeriodforaTermBenchmarkBorrowing,theAdjusted TermSOFR Rate for such Interest Period will not adequatelyand fairlyreflect thecost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowingforsuch Interest Period or(B) at anytime, Adjusted DailySimple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifiestheBorrowerandtheLendersthatthecircumstancesgivingrisetosuchnoticenolongerexistwith respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section2.03,anyInterestElectionRequestthatrequeststheconversionofanyRevolvingBorrowingto,or continuation of any Revolving Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or (ii) above or (y) an ABRBorrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.13(a)(i) or (ii) above; provided thatif the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowingsshallbepermitted.Furthermore,ifanyTermBenchmarkLoanorRFRLoanisoutstandingon the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a)withrespecttoaRelevant RateapplicabletosuchTermBenchmarkLoanorRFRLoan,thenuntil (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, anyTermBenchmarkLoan shall onthe last dayof the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFRBorrowingsolongastheAdjustedDailySimpleSOFRisnotalsothesubjectofSection2.13(a)(i)or (ii)above or(y) anABRLoan iftheAdjustedDailySimple SOFRalsoisthesubject of Section 2.13(a)(i) or (ii) above, on such day.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a "Loan Document" for purposes of this Section), if a BenchmarkTransition Event and its related BenchmarkReplacement Date have occurred priorto the ReferenceTime in respect of anysettingofthe then-currentBenchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under anyLoanDocumentinrespectofsuchBenchmarksettingandsubsequentBenchmarksettings without any amendment to, or further action or consent of any other party to, this Agreement oranyotherLoanDocumentand(y)ifaBenchmarkReplacementisdeterminedinaccordance with clause (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposeshereunderandunderanyLoanDocumentinrespectofanyBenchmarksettingator

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after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of suchBenchmarkReplacementisprovidedtotheLenderswithoutanyamendmentto,orfurther actionorconsentofanyotherpartyto,thisAgreementoranyotherLoanDocumentsolongas the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changesfromtimetotimeand,notwithstandinganythingtothecontraryhereinorinanyother Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes willbecome effective withoutanyfurtheraction orconsent of anyotherpartytothis Agreement or any other Loan Document.

(d) TheAdministrativeAgentwillpromptlynotifytheBorrowerandtheLendersof

(i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any BenchmarkReplacement, (iii)the effectiveness of anyBenchmarkReplacement Conforming Changes,(iv)theremovalorreinstatementofanytenorofaBenchmarkpursuanttoclause(f) below and (v)the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determinationwithrespecttoatenor,rateoradjustmentoroftheoccurrenceornon-occurrence ofanevent,circumstanceor dateand anydecisiontotake orrefrainfromtakinganyactionor any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, atanytime(includinginconnectionwiththeimplementationofaBenchmarkReplacement), (i)ifthethen-currentBenchmarkisatermrate(includingtheTermSOFRRate)andeither (A)any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonablediscretionor(B)theregulatorysupervisorfortheadministratorofsuchBenchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A)is subsequently displayed on a screen or information servicefor a Benchmark(includinga BenchmarkReplacement) or(B)is not, or is nolonger, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definitionof"InterestPeriod"forallBenchmarksettingsatoraftersuchtimetoreinstatesuch previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark UnavailabilityPeriod,theBorrowermayrevokeanyrequestforaTermBenchmarkBorrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the BorrowerwillbedeemedtohaveconvertedanyrequestforaTermBenchmarkBorrowinginto a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR BorrowingiftheAdjustedDailySimpleSOFRisthesubjectofaBenchmarkTransitionEvent.

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During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determinationofABR.Furthermore,ifanyTermBenchmarkLoanorRFRLoanisoutstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark UnavailabilityPeriodwithrespecttoaRelevantRateapplicabletosuchTermBenchmarkLoan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.13, any Term Benchmark Loan shall on the last day of the Interest Period applicabletosuchLoan,beconvertedbytheAdministrativeAgentto,andshallconstitute,(x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

SECTION2.14.Increased Costs.(a)If anyChangeinLaw shall:

(i)impose, modify or deem applicable any reserve, special deposit, liquidity or similarrequirement(includinganycompulsoryloanrequirement,insurancechargeorother assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank;

(ii)impose on any Lender or Issuing Bank or the applicable offshore interbank marketanyothercondition,costorexpense(otherthanTaxes)affectingthisAgreementor Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and theresult of anyof theforegoingshall betoincrease the cost tosuch Lender,IssuingBankor suchotherRecipientofmaking,continuing,convertingormaintaininganyLoan(orofmaintaining its obligation to make anysuch Loan) or to increasethe cost to such Lender, suchIssuingBankor suchotherRecipientofparticipatingin,issuingormaintaininganyLetterofCreditortoreducethe amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower promptly following request by such Lender, such Issuing Bank or such Recipient (accompanied by reasonable back-up calculations) will pay to such Lender, such Issuing Bank or such other Recipient,asthecasemaybe,suchadditionalamountoramountsaswillcompensatesuchLender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that such Lender, Issuing Bank or other Recipient shall only be entitledtoseeksuchadditionalamountsifsuchLender,IssuingBankorotherRecipientisgenerally seekingthepaymentofsimilaradditionalamountsfromsimilarlysituatedborrowersincomparable credit facilities to the extent it is entitled to do so.

(b)IfanyLenderorIssuingBankdeterminesthatanyChangeinLawregardingcapital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participationsinLettersofCreditheldby,suchLender,ortheLettersofCreditissuedbysuch Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender's or IssuingBank'sholdingcompanycouldhaveachievedbutforsuchChangeinLaw(takinginto

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consideration such Lender's or Issuing Bank's policies and the policies of such Lender's or IssuingBank'sholdingcompanywithrespecttocapitaladequacyandliquidity),thenfromtime to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additionalamountoramountsaswillcompensatesuchLenderorIssuingBankorsuchLender's or Issuing Bank's holding company for any such reduction suffered.

(c)A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessarytocompensatesuchLenderorIssuingBankoritsholdingcompany,asthecasemay be, as specified in paragraph(a) or (b)of this Sectionshall be delivered to the Borrower and shallbeconclusiveabsentmanifesterror.TheBorrowershallpaysuchLenderorIssuingBank, asthecasemaybe,theamountshownasdueonanysuchcertificatewithin10daysafterreceipt thereof.

(d)FailureordelayonthepartofanyLenderorIssuingBanktodemandcompensation pursuant to this Sectionshall not constitute a waiver of such Lender's or Issuing Bank's right todemandsuchcompensation;providedthattheBorrowershallnotberequiredtocompensate aLenderorIssuingBankpursuanttothisSectionforanyincreasedcostsorreductionsincurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or Issuing Bank's intention to claim compensation therefor; providedfurtherthat,iftheChangeinLawgivingrisetosuchincreasedcostsorreductionsisretroactive, thenthe180-dayperiodreferredtoaboveshallbeextendedtoincludetheperiodofretroactive effect thereof.

SECTION2.15.Break Funding Payments.

(a)Intheeventof(i)thepaymentofanyprincipalofanyTermBenchmarkLoanother than on the last day of an Interest Period applicable thereto (including as a result of an Event ofDefaultoranoptionalormandatoryprepaymentofLoans),(ii)theconversionofanyTerm Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii)the failuretoborrow,convert,continueorprepayanyTermBenchmarkLoanonthedatespecified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is revoked in accordance therewith) or (iv)the assignment of any TermBenchmarkLoan otherthanon thelast dayof the Interest Period applicablethereto asa result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the BorrowershallcompensateeachLenderfortheloss,costandexpenseattributabletosuchevent (butnotlostprofits).AcertificateofanyLendersettingforthinreasonabledetailanyamount oramountsthatsuchLenderisentitledtoreceivepursuanttothisSectionshallbedeliveredto the Borrower and 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. The Borrower shall not be required to compensate a Lender pursuant to this Section for any loss, cost or expense incurred more than 180 days prior to the date that such Lender notifies theBorrowerofsuchloss,costorexpenseandofsuchLender'sintentiontoclaimcompensation therefor.

(b)WithrespecttoRFRLoans,intheeventof(i)thepaymentofanyprincipalofany RFRLoan otherthan on the Interest Payment Date applicable thereto (includingas a result of anEventofDefaultoranoptionalormandatoryprepaymentofLoans),(ii)thefailuretoborrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is revoked in accordancetherewith)or(iii)theassignmentofanyRFRLoanotherthanontheInterest

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Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.18,then,inanysuchevent,theBorrowershallcompensateeachLenderfortheloss,costand expense attributable to such event (but not lost profits).A certificate of any Lender setting forthinreasonabledetailanyamountoramountsthatsuchLenderisentitledtoreceivepursuant tothisSectionshallbedeliveredtotheBorrowerandshallbeconclusiveabsentmanifesterror. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.The Borrower shall not be required to compensate a Lender pursuant to this Section for anyloss, cost or expense incurred more than 180 daysprior to the datethatsuch Lender notifiestheBorrowerofsuchloss, costorexpense and ofsuch Lender's intention to claim compensation therefor.

SECTION2.16.Tax Matters.

(a)Payments Free of Taxes.Anyandallpaymentsbyoronaccountofanyobligation of the Borrower or any other Loan Party under any Loan Document shall be made without deductionorwithholdingforanyTaxes,exceptasrequiredbyapplicablelaw.Ifanyapplicable law(asdeterminedinthegoodfaithdiscretionofanapplicablewithholdingagent)requiresthe deductionor withholdingof anyTaxfromanysuch payment bya withholdingagent,thenthe applicablewithholdingagentshallbeentitledtomakesuchdeductionorwithholdingandshall 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 bytheBorrowerortheapplicableLoanPartyshallbeincreasedasnecessarysothataftersuch deduction or withholding has been made (including such deductions and withholdings applicabletoadditionalsumspayableunderthisSection2.16)theapplicableRecipientreceives anamountequaltothesumitwouldhavereceivedhadnosuchdeductionorwithholdingbeen made.

(b)Payment of Other Taxes by the Borrower.The Borrower and any other Loan PartiesshalltimelypaytotherelevantGovernmentalAuthorityinaccordancewithapplicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)Evidence of Payments.As soonas practicable after anypayment of Taxes bythe Borrower or any other Loan Party to a GovernmentalAuthority pursuant to this Section 2.16, the Borrower or such Loan Party shall deliver to the Administrative Agent the original or a certifiedcopyofareceiptissuedbysuchGovernmentalAuthorityevidencingsuchpayment,a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)Indemnification by the Borrower.TheBorrowerandanyotherLoanPartiesshall jointlyandseverallyindemnifyeachRecipient,withinten(10)daysafterdemandtherefor,for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted onorattributabletoamountspayableunderthisSection)payableorpaidbysuchRecipientor required to be withheld or deducted from a payment to such Recipient and any reasonable expensesarisingtherefromorwithrespectthereto,whetherornotsuchIndemnifiedTaxeswere correctlyorlegallyimposedorassertedbytherelevantGovernmentalAuthority.Acertificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders.Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified TaxesattributabletosuchLender(butonlytotheextentthatanyLoanPartyhasnotalready

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indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and any other Loan Parties to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 9.04(c) relating to the maintenanceofaParticipantRegisterand(iii)anyExcludedTaxesattributabletosuchLender, ineachcase,thatarepayableorpaidbytheAdministrativeAgentinconnectionwithanyLoan Document, and any reasonable expenses arising therefromor with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.Acertificateastotheamount of such payment orliabilitydeliveredto anyLender by the Administrative Agent shall be conclusive absent manifest error.Each Lender hereby authorizestheAdministrativeAgenttosetoffandapplyanyandallamountsatanytimeowing to such Lender under any Loan Document or otherwise payable by the Administrative Agent totheLenderfromanyothersourceagainstanyamountduetotheAdministrativeAgentunder this paragraph (e).

(f)Status of Lenders.(i) Any Lender that is entitled to an exemption from or reduction of withholdingTax withrespect to payments made under anyLoan Document shall delivertotheBorrowerandtheAdministrativeAgent,atthetimeortimesreasonablyrequested 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 tobemade without withholdingor at areducedrate of withholding.In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested bytheBorrowerortheAdministrativeAgentaswillenabletheBorrowerortheAdministrative AgenttodeterminewhetherornotsuchLenderissubjecttobackupwithholdingorinformation 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 2.16(f)(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) Withoutlimitingthegeneralityofthe foregoing,

(A)anyLenderthatisaU.S.PersonshalldelivertotheBorrowerandthe Administrative Agent on or prior to the date on which such Lender becomes a LenderunderthisAgreement(andfromtimetotimethereafteruponthereasonable request of the Borrower or the Administrative Agent), an executed copy 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 asshallberequestedbytherecipient)onorpriortothedateonwhichsuchForeign Lenderbecomes aLenderunderthisAgreement (andfromtime totime thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treatyto whichthe United States is a party (x) with respect to payments ofinterestunderanyLoanDocument,anexecutedcopyofIRS FormW-8BEN-EorIRSFormW-8BENestablishinganexemptionfrom,

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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 paymentsunderanyLoanDocument,IRSFormW-8BEN-EorIRSForm W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

(2)in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 (or any other form approved by the Administrative Agent) to the effect that such Foreign Lender is not a "bank" withinthe meaningof Section881(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) an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN;

(4)to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W- 8ECI,IRSFormW-8BEN-E,IRSFormW-8BEN,aU.S.TaxCompliance Certificate substantially in the form of Exhibit B-2 (or any other form approvedbythe Administrative Agent) orExhibit B-3 (oranyotherform approved by the Administrative Agent), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; providedthatiftheForeignLenderisapartnershipandoneormoredirect 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 B-4 (or any otherformapprovedbytheAdministrativeAgent)onbehalfofeachsuch 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 asshallberequestedbytherecipient)onorpriortothedateonwhichsuchForeign Lenderbecomes aLenderunderthisAgreement (andfromtime totime thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,togetherwithsuchsupplementarydocumentationasmaybeprescribed byapplicablelawtopermittheBorrowerortheAdministrativeAgenttodetermine 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 tofailtocomplywiththeapplicablereportingrequirementsofFATCA(including those contained inSection 1471(b)or1472(b)of the Code,asapplicable),such

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Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomesobsoleteorinaccurateinanyrespect,itshallupdatesuchformorcertificationorpromptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)Treatment of Certain Refunds.If any party 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 pursuant to this Section 2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund(butonlytotheextentofindemnitypaymentsmadeunderthisSection2.16withrespect totheTaxesgivingrisetosuchrefund),netofallout-of-pocketexpenses(includingTaxes)of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).Such indemnifying party, upon the requestofsuchindemnifiedparty, shallrepaytosuchindemnifiedpartythe amount paidover pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevantGovernmentalAuthority)intheeventthatsuchindemnifiedpartyisrequiredtorepay suchrefundtosuchGovernmentalAuthority.Notwithstandinganythingtothecontraryinthis paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been inif theTax subject toindemnification andgivingrise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts withrespectto such Tax hadnever been paid.This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival.Each party's obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or anyassignment of rights by, or the replacementof,aLender,theterminationoftheCommitmentsandtherepayment,satisfaction or discharge of all obligations under any Loan Document.

(i)Defined Terms.ForpurposesofthisSection2.16,theterm"Lender"includesany Issuing Bank and the term "applicable law" includes FATCA.

SECTION2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal,interest,feesorreimbursementofLCDisbursements,orofamountspayableunderSection2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, NewYork City time, on the date when due or the date fixedforanyprepaymenthereunder,inimmediatelyavailablefunds,withoutsetofforcounterclaim.Any amountsreceivedaftersuchtimeonanydatemay,inthediscretionoftheAdministrativeAgent,be

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deemed to have been received on the next succeeding Business Day solely for purposes of calculating interest thereon.All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Banks or Swingline LenderasexpresslyprovidedhereinandexceptthatpaymentspursuanttoSections2.14,2.15,2.16and 9.03 shallbemade directlytothePersons entitledthereto.TheAdministrative Agentshalldistributeany such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.If any payment hereunder shall be due on a day that is not a Business Day, unless otherwise expressly provided hereunder, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.All payments hereunder shall be made in dollars.

(b)IfatanytimeinsufficientfundsarereceivedbyandavailabletotheAdministrative Agenttopayfullyallamountsofprincipal,unreimbursedLCDisbursements,interestandfees then due hereunder, such funds shall be applied (i)first, towards payment of interest and fees then due hereunder,ratablyamongthe partiesentitledtheretoinaccordance withthe amounts of interestandfeesthenduetosuchparties,and(ii)second,towardspayment ofprincipaland unreimbursedLCDisbursementsthenduehereunder,ratablyamongthepartiesentitledthereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)IfanyLendershall,byexercisinganyrightofsetofforcounterclaimorotherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participationsinLCDisbursementsandSwinglineLoansandaccruedinterestthereonthanthe proportion received by any other Lender, then the Lender receiving such greater proportion shallpurchase(forcashatfacevalue)participationsintheRevolvingLoansandparticipations inLCDisbursementsandSwinglineLoansofotherLenderstotheextentnecessarysothatthe benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregateamountofprincipalofandaccruedinterestontheirrespectiveRevolvingLoansand participations in LC Disbursements and Swingline Loans; provided that (i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraphshall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with theexpresstermsofthisAgreementoranypaymentobtainedbyaLenderasconsiderationfor the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to anyassignee or participant, other than to the Borrower or anySubsidiaryor Affiliate thereof (as to which the provisions of this paragraphshall 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 set-off and counterclaim with respect to such participationasfullyasifsuchLenderwereadirectcreditoroftheBorrowerintheamountof such participation.

(d)Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.10(b)), notice from the Borrower that the Borrower will not make such payment or prepayment,theAdministrativeAgentmayassumethattheBorrowerhasmadesuchpayment

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on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due.In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, asthecasemaybe,severallyagreestorepaytotheAdministrativeAgentforthwithondemand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day fromandincludingthedatesuchamountisdistributedtoittobutexcludingthedateofpayment to the Administrative Agent, at the NYFRB Rate.

SECTION2.18. Mitigation Obligations; Replacement of Lenders.(a) If any Lender requests compensation under Section2.14, or if the Borrower or any other Loan Party 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 Section2.16, then 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 Sections2.14 or 2.16,asthecasemaybe,inthefutureand(ii)wouldnotsubjectsuchLendertoanyunreimbursedcostor expenseandwouldnototherwisebedisadvantageoustosuchLender.TheBorrowerherebyagreestopay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)IfanyLenderrequestscompensationunderSection2.14,oriftheBorrowerorany otherLoanPartyisrequiredtopayanyIndemnifiedTaxesoradditionalamountstoanyLender or any Governmental Authority for the account of any Lender pursuant to Section2.16, or if anyLenderisaNon-ExtendingLenderoraNon-ConsentingLender,orifanyLenderbecomes Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrower the righttoreplaceaLenderasapartyheretoinaccordancewiththetermsofthisAgreement,then theBorrowerorsuchLoanPartymay,atitssoleexpenseandeffort,uponnoticetosuchLender andtheAdministrativeAgent,requiresuchLendertoassignanddelegate,withoutrecourse(in accordancewithandsubjecttotherestrictionscontainedinSection9.04),allitsinterests,rights (other than its existing rights to payments pursuant to Sections 2.14 or 2.16) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i)the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and Swingline Lender), which consent shall not unreasonably be withheld, conditioned or delayed; provided, that no such consent of the Administrative Agent shall be required in connection with any assignment resulting from a claim under Section 2.20 to any Eligible Assignee, (ii) such Lender shall have received payment ofanamount equal tothe outstandingprincipal ofits LoansandparticipationsinLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amountspayabletoithereunder,fromtheassignee(totheextentofsuchoutstandingprincipal andaccruedinterestandfees)ortheBorrower(inthecaseofallotheramounts)and(iii)inthe case of any such assignment resulting from a claim for compensation under Section2.14 or payments required to be made pursuant to Section2.16, such assignment will result in a reductioninsuchcompensationorpayments.ALendershallnotberequiredtomakeanysuch assignmentanddelegationif,priorthereto,asaresultofawaiverbysuchLenderorotherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.Eachpartyheretoagreesthat(i)anassignmentrequiredpursuanttothisparagraphmay be effected pursuant to an Assignment and Assumption executed by the Borrower, the AdministrativeAgentandtheassignee(or,totheextentapplicable,anagreementincorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as towhichtheAdministrativeAgentandsuchpartiesareparticipants),and(ii)theLender

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required to make such assignment need not be a party thereto in order for such assignment to beeffectiveandshallbedeemedtohaveconsentedtobeboundbythetermsthereof;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 that any such documents shall be without recourse to or warranty by the parties thereto.

SECTION2.19. Defaulting Lenders.Notwithstanding any provision of this Agreement to the contrary,ifanyLenderbecomesaDefaultingLender,thenthefollowingprovisionsshallapplyforsolong as such Lender is a Defaulting Lender:

(a)feesshallceasetoaccrueontheCommitmentofsuchDefaultingLenderpursuant to Section 2.11;

(b)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 Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at suchtime ortimes as maybe determined bytheAdministrative Agentasfollows:first,tothe payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;second,tothepaymentonaproratabasisofanyamountsowingbysuchDefaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize LC ExposurewithrespecttosuchDefaultingLenderinaccordancewiththisSection;fourth,asthe Borrowermayrequest(solongasnoDefaultorEventofDefaultexists),tothefundingofany Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as requiredbythisAgreement,asdeterminedbytheAdministrativeAgent;fifth,ifsodetermined bytheAdministrativeAgentandtheBorrower,tobeheldinadepositaccountandreleasedpro rata in order to (x) satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,inaccordancewiththisSection;sixth,tothepaymentofanyamountsowingtothe Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competentjurisdictionobtainedbyanyLender,theIssuingBanksorSwinglineLenderagainst such DefaultingLender asa result of such DefaultingLender's breach ofits obligations under thisAgreementorunderanyotherLoanDocument;seventh,solongasnoDefaultorEventof Default exists, to the payment of any amounts owing to the Borrower as a result of any judgmentofacourtofcompetentjurisdictionobtainedbytheBorroweragainstsuchDefaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment oftheprincipalamountofanyLoansorLCDisbursementsinrespectofwhichsuchDefaulting Lenderhasnotfullyfundeditsappropriateshare,and(y)suchLoansweremadeortherelated Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower's obligations correspondingto such Defaulting Lender's LC Exposure and Swingline Loans areheld by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below.Anypayments, prepayments or other amounts paid or payable toa DefaultingLender thatareapplied(orheld)topayamountsowedbyaDefaultingLenderortopostcashcollateral

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pursuanttothisSectionshallbedeemedpaidtoandredirectedbysuchDefaultingLender,and each Lender irrevocably consents hereto;

(c)the Commitment and RevolvingCredit Exposure of such DefaultingLendershall notbeincludedindeterminingwhethertheRequiredLendershavetakenormaytakeanyaction hereunder(includinganyconsenttoanyamendment,waiverorothermodificationpursuantto Section9.02);providedthatthisclause(c)shallnotapplytothevoteofaDefaultingLenderin thecaseofanamendment,waiverorothermodificationrequiringtheconsentofallLendersor each Lender affected thereby;

(d)ifanySwinglineExposureorLCExposureexistsatthetimesuchLenderbecomes a Defaulting Lender then:

(i)alloranypartoftheSwinglineExposureandLCExposureofsuchDefaulting Lender (other than, in the case of a Defaulting Lender that is a Swingline Lender, the portionofsuchSwinglineExposurereferredtoinclause(b)ofthedefinitionofsuchterm) shallbereallocatedamongthenon-DefaultingLendersinaccordancewiththeirrespective ApplicablePercentagesbutonlytotheextentthatsuchreallocationdoesnot,astoanynon- Defaulting Lender, cause such non-Defaulting Lender's Revolving Credit Exposure to exceed its Commitment;

(ii)if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Bank only the Borrower's obligations correspondingto such DefaultingLender's LCExposure (after givingeffectto anypartial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding;

(iii)if the Borrower cash collateralizes any portion of such Defaulting Lender's LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any feestosuchDefaultingLenderpursuanttoSection2.11(b)withrespecttosuchDefaulting Lender's LC Exposure during the period such Defaulting Lender's LC Exposure is cash collateralized;

(iv)if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders' Applicable Percentages; and

(v)if all or any portion of such Defaulting Lender's LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudicetoanyrightsorremedies ofthe IssuingBankoranyother Lender hereunder,all facilityfeesthatotherwisewouldhavebeenpayabletosuchDefaultingLender(solelywith respect to the portion of such Defaulting Lender's Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section2.11(b) with respect to such Defaulting Lender's LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(e)so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be requiredtofundanySwinglineLoanandtheIssuingBankshallnotberequiredtoissue,amend orincreaseanyLetterofCredit,unlessitissatisfiedthattherelatedexposureandtheDefaulting Lender'sthenoutstandingLCExposurewillbe100%coveredbytheCommitmentsofthenon-

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DefaultingLendersand/orcashcollateralwillbeprovidedbytheBorrowerinaccordancewith Section 2.19(c), and Swingline Exposure related to any newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(d)(i) (and such Defaulting Lender shall not participate therein).

If(i)aBankruptcyEventoraBail-InActionwithrespecttoaLenderParentshalloccurfollowing thedatehereofandforsolongassucheventshallcontinueor(ii)theSwinglineLenderortheIssuingBank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fundanySwinglineLoanandtheIssuingBankshallnotberequiredtoissue,amendorincreaseanyLetter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangementswiththeBorrower orsuchLender,satisfactorytotheSwinglineLender ortheIssuingBank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing BankeachagreesthataDefaultingLenderhasadequatelyremediedallmattersthatcausedsuchLenderto be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender's Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determinemaybenecessaryinorderforsuchLendertoholdsuchLoansinaccordancewithitsApplicable Percentage.

SECTION2.20.Extension Option.

(a)The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 30 days in advanceoftheMaturityDateineffectatsuchtime(the"ExistingMaturityDate"),requestthat theLendersextendtheExistingMaturityDatetothefirstanniversaryofsuchExistingMaturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than a date determined by the Administrative Agent and the Borrower (the"ResponseDate"),advisetheAdministrativeAgentinwritingwhetherornotsuchLender agrees to the requested extension.Each Lender that advises the Administrative Agent that it willnotextendtheExistingMaturityDateisreferredtohereinasa"Non-ExtendingLender"; provided,thatanyLenderthatdoesnotadvisetheAdministrativeAgentofitsconsenttosuch requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-Extending Lender.The Administrative Agent shallnotifytheBorrower,inwriting,oftheLenders'electionspromptlyfollowingtheResponse Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree.The Maturity Date may be extended no more than two times pursuant to this Section 2.20.

(b)(i)If,bytheResponseDate,LendersholdingCommitmentsthataggregate50%or more of the total Commitments shall constitute Non-Extending Lenders (with Commitments that have not been assigned to a Replacement Lender), then the Existing Maturity Date shall not beextendedandtheoutstandingprincipalbalanceof allLoansandotheramountspayable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.(ii) If (and only if), by the Response Date, Lenders (includinganyReplacementLenders)holdingCommitmentsthataggregatemorethan50%of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consentingLender,an"ExtendingLender"),theneffectiveasoftheExistingMaturityDate,

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the MaturityDateforsuchExtendingLenders shall beextendedto the first anniversaryof the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.20(d)). Intheeventofsuchextension,theCommitmentofeachNon-ExtendingLendershallterminate ontheExistingMaturityDateineffectforsuchNon-ExtendingLenderpriortosuchextension andtheoutstandingprincipalbalanceofallLoansandotheramountspayablehereundertosuch Non-Extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.21(c) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date.

(c)In the event of any extension of the Existing Maturity Date pursuant to Section 2.20(b)(ii),theBorrowershallhavetherightonorbeforetheExistingMaturityDate,atitsown expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordancewithandsubjecttotherestrictionscontainedinSection9.04)allitsinterests,rights (otherthanitsrightstopaymentspursuanttoSection2.14,Section2.15,Section2.16orSection 9.03arisingpriortotheeffectivenessofsuchassignment)andobligationsunderthisAgreement tooneormorebanksorotherfinancialinstitutionsidentifiedtotheNon-ExtendingLenderby the Borrower, which may include any existing Lender (each a "Replacement Lender"); providedthat(i)suchReplacementLender,ifnotalreadyaLenderhereunder,shallbesubject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b), (ii) such assignment shallbecomeeffectiveasofadatespecifiedbytheBorrower(whichshallnotbelaterthanthe Existing Maturity Date in effect for such Non-Extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal ofandinterestaccruedtothedateofpaymentontheoutstandingprincipalamountLoansmade byithereunderandallotheramountsaccruedandunpaidforitsaccountorotherwiseowedto it hereunder on such date.

(d)As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.20(b)(ii), the Borrower shall (i) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Maturity Date signed by a Responsible Officer of the Borrower certifying that, as of such date, both immediately before and immediatelyaftergivingeffecttosuchextension,(A)therepresentationsandwarrantiesofthe BorrowersetforthinthisAgreementshallbetrueandcorrectinallmaterialrespectsonandas ofthedateofsuchextension(itbeingunderstoodandagreedthatanyrepresentationwhichby its terms is made as of a specified date shall be required to be true and correct in all material respectsonlyasofsuchspecifieddate,andthatanyrepresentationorwarrantywhichissubject to any materiality qualifier shall be required to be true and correct in all respects) and (B) no Defaultshallhaveoccurredandbecontinuingand(ii)ifandtotheextentapplicable,firstmake such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements reasonably satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-Extending Lenders pursuant to Section 2.20(b) andanyassignmentpursuanttoSection2.20(c),theaggregateRevolvingCreditExposureless the face amount of any Letter of Credit supported by any such cash collateral (or other reasonably satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended.

(e)For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participatingintheextensionof the ExistingMaturityDate) shall berequiredforany

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extensionoftheMaturityDatepursuanttothisSection2.20and(ii)theoperationofthisSection

2.20inaccordancewithitstermsisnotanamendmentsubjecttoSection9.02.

ARTICLEIII

Representations and Warranties

TheBorrowerrepresentsandwarrantstotheAdministrativeAgentandtheLendersthat:

SECTION3.01. Existence, Qualification and Power.Each Loan Party and each Material Subsidiary(a) isdulyorganizedorformed,validlyexistingand,asapplicable,ingoodstandingunderthe Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is dulyqualifiedand,asapplicable,ingoodstandingundertheLawsofeachjurisdictionwheretheconduct of its business requires such qualification; except in each case referred to in clause (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION3.02.Authorization; No Contravention.The execution, deliveryand performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessarycorporateorotherorganizationalaction,anddonotandwillnot(a)contravenethetermsofany ofsuchPerson'sOrganizationDocuments;(b)conflictwithorresultinanybreachorcontraventionof,or thecreationofanyLienunder(otherthanLienscreatedpursuanttotheLoanDocuments)(i)anymaterial Contractual Obligation towhich such Person is a partyor (ii)anyorder, injunction, writ or decree of any GovernmentalAuthorityoranyarbitralawardtowhichsuchPersonoritspropertyissubject;or(c)violate any Law except, in the case of clauses(b) and (c), to the extent such conflict, breach, payment, contravention, creation, requirement or violation could not reasonably be expected to result in a Material Adverse Effect.

SECTION3.03. Governmental Authorization; Other Consents.No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or anyotherPersonisnecessaryorrequiredinconnectionwiththeexecution,deliveryorperformanceby,or enforcement against, any Loan Party of this Agreement or any other Loan Document, except (a)as have beenobtainedormadeor(b)suchapproval,consents,exemptions,authorizationsorotheractions,notices or filings that, if not obtained or made, could not reasonably be expected to result in a Material Adverse Effect.

SECTION3.04.Binding Effect.ThisAgreementhasbeen,andeachotherLoanDocument,when deliveredhereunder,willhavebeen,dulyexecutedanddeliveredbyeachLoanPartythatispartythereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, validandbindingobligationofeachLoanPartythatisapartythereto,enforceableagainsteachLoanParty that is a party thereto 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.

SECTION3.05.Financial Statements; No Material Adverse Effect.(a)The Audited Financial Statements(i)werepreparedinaccordancewithGAAPconsistentlyappliedthroughouttheperiodcovered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financialconditionoftheBorroweranditsSubsidiariesasofthedatethereofandtheirresultsofoperations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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(b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expectedtohaveamaterialadversechangein,oramaterialadverseeffectupon,theoperations, business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole.

SECTION3.06.Litigation.There are no actions, suits,proceedings, claims or disputes pending or, tothe knowledge of theBorrower, threatened in writing, at law, inequity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries that (a) challenge the validity or enforceability of any material provision of this Agreement, or (b)either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

SECTION3.07.Environmental Compliance.Neither the Borrower nor any of its Subsidiaries hasfailedtocomplywithanyEnvironmentalLaworhasreceivednoticewithrespecttoanyclaimalleging potential liability or responsibility for violation of any Environmental Law, except that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION3.08.Taxes.The Borrower and its Subsidiaries have filed all federal and state and othermaterialtaxreturnsandreportsrequiredtobefiled,andhavepaidallfederal,stateandothermaterial Taxesleviedorimposeduponthemortheirproperties,incomeorassetsotherwisedueandpayable,except (a) those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP (to the extent required by GAAP) or (b) where failuretodoanyoftheforegoingcouldnotreasonablybeexpectedtoresultinaMaterialAdverseEffect.

SECTION3.09.ERISA Compliance.

(a)EachPlanisincompliancewiththeapplicableprovisionsofERISA,theCodeand other federal or state laws, except to the extent that noncompliance could not reasonably be expected to have a Material Adverse Effect.

(b)EachPlanthatisintendedtobeaqualifiedplanunderSection401(a)oftheCode has received a favorable determinationletter (or an opinion letter upon which theBorrower is entitled to rely) from the Internal Revenue Service to the effect that the form of such Plan is qualifiedunderSection401(a)oftheCode,oranapplicationforsuchaletteriscurrentlybeing processedbytheInternalRevenueService;andtotheknowledgeoftheBorrower,nothinghas occurred that would prevent or cause the loss of such tax-qualified status.

(c)Therearenopendingor,tothebestknowledgeoftheBorrower,threatenedclaims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that couldreasonablybeexpectedtohaveaMaterialAdverseEffect.Therehasbeennoprohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(d)Except, in each case, as could not reasonably be expected, individually or in the aggregate, to result in liability to the Borrower or any ERISA Affiliate in excess of the Threshold Amount, (i) no ERISA Event has occurred, and neither the Borrower nor, to the Borrower's knowledge, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan;(ii)theBorrowerandeachERISAAffiliatehasmetallapplicablerequirementsunderthe Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standardsunderthePensionFundingRuleshasbeenappliedfororobtained;(iii)asofthemost recent valuation date for any Plan, the funding target attainment percentage (as defined in Section430(d)(2)oftheCode)is60%orhigherandneithertheBorrowernor,totheBorrower's

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knowledge,anyERISAAffiliateknowsofanyfactsorcircumstancesthatcouldreasonablybe expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv)neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums due and not delinquent under Section4007 of ERISA; (v)neither the Borrower nor any ERISA Affiliate hasengagedinatransactionthatcouldbesubjecttoSection4069orSection4212(c)ofERISA; and (vi)no Plan has been terminated by the plan administratorthereof nor bythePBGC, and, to the knowledge of the Borrower, no event or circumstance has occurred or exists that could reasonablybeexpectedtocausethePBGCtoinstituteproceedingsunderTitleIVofERISAto terminate any Plan.

SECTION3.10. Investment Company Act.None of the Borrower or any Subsidiary is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

SECTION3.11.Disclosure.

(a)All reports, financial statements, certificates or other written information (other thananyfinancialprojections,budgets,estimatesandotherforecastsandotherforwardlooking informationandinformationofageneraleconomicorgeneralindustrynature)furnishedbyor onbehalfofanyLoanPartytotheAdministrativeAgentoranyLenderinconnectionwiththe obtaining of the Loans and Commitments, and the negotiation and syndication of the Loans and Commitments under this Agreement, as and when furnished and taken as a whole, are correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material factnecessaryto make the statements contained therein not materially misleading (after giving effect to all supplements and updates thereto); provided that, with respectto projected financial information, the Borrower represents onlythat suchinformation waspreparedingoodfaithbaseduponassumptionsbelievedbytheBorrowertobereasonable atthetime(aftergivingeffecttoallsupplementsandupdatesthereto) (itbeingunderstoodthat any such projections are subject to significant uncertainties and contingencies, that no assurance can be given that any particular projection will be realized and that actual results during the period or periods covered by any such projections may differ materially from the projected results).

(b)As of the Effective Date, to the knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with the closing and effectiveness of this Agreement on the Effective Date is true and correct in all material respects.

SECTION3.12.Federal Reserve Regulations.No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether directly or indirectly, for "purchasing" or "carrying" any "margin stock" (within the respective meanings of each of the quoted terms under Regulation U of the Board as now and from time to time hereafter in effect) in a manner or in circumstances that would constituteorresultinnon-compliancebyanyLoanPartyoranyLenderwiththeprovisionsofRegulations U,TorXoftheBoard.IfrequestedbyanyLenderortheAdministrativeAgent,theBorrowerwillfurnish tosuchLenderortheAdministrativeAgent,asapplicable,astatementtotheforegoingeffectinconformity with the requirements of FR Form U-1 referred to in said Regulation U.

SECTION3.13. Compliance with Laws. Each Loan Party and each Subsidiary thereof is in complianceinallmaterialrespectswiththerequirementsofallLawsandallorders,writs,injunctionsand decreesapplicabletoitortoitsproperties,exceptinsuchinstancesinwhich(a)suchrequirementofLaw or order,writ,injunction ordecree is beingcontestedingood faithbyappropriateproceedings,or (b)the

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failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION3.14. Anti-Corruption Laws and Sanctions.The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiariesandtheirrespectivedirectors,officers,employeesandagentswithAnti-CorruptionLawsand applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws andapplicableSanctionsinallmaterialrespectsandarenotknowinglyengagedinanyactivitythatwould reasonably be expected to result in the Borrower being designated as a Sanctioned Person.None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b)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 facilityestablished hereby, is a Sanctioned Person.No Borrowingor Letter of Credit or use of proceeds thereof contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

SECTION 3.15.EEA Financial Institutions.No Loan Party is an EEA Financial Institution. SECTION3.16.Plan Assets; Prohibited Transactions.NoneoftheBorroweroranyofits

Subsidiariesisanentitydeemedtohold"planassets"(withinthemeaningofthePlanAssetRegulations), and, assuming no assets used by any Lender hereunder constitute "plan assets", neither the execution, deliverynorperformanceofthetransactionscontemplatedunderthisAgreement,includingthemakingof any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

ARTICLEIV

Conditions

SECTION4.01.Effective Date.TheobligationsoftheLenderstomakeLoansandoftheIssuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)TheAdministrative Agent (or its counsel,WinsteadPC) shall have receivedfrom eachpartyheretoacounterpartofthisAgreementsignedonbehalfofsuchparty(which,subject toSection9.06(b),mayincludeanyElectronicSignaturestransmittedbytelecopy,emailedpdf. or anyother electronic means thatreproduces an image of anactual executed signaturepage).

(b)The Administrative Agent shall have received a customary written opinion, (addressedtotheAdministrativeAgentandtheLendersanddatedtheEffectiveDate)of (i)Skadden,Arps,Meagher&FlomLLP,special NewYorkcounsel for theBorrower(which opinionshallincludeanoconflictopinionwithrespecttothecapitalmarketbondissuancesof theBorroweroutstandingontheEffectiveDate),and(ii)Shook,Hardy&BaconL.L.P.,special Missouri counsel for the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel, Winstead PC, and covering such customary matters relating to the Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request.The Borrower hereby requests such counsel to deliver such opinion.

(c)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel, Winstead PC, may reasonably request relating to the organization, existence and good standing of the Borrower in its jurisdiction of organization, theauthorizationoftheTransactionsandanyotherlegalmattersrelatingtotheBorrower,this

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AgreementortheTransactions,allinformandsubstancereasonablysatisfactorytothe Administrative Agent and its counsel.

(d)The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (i) of Section 4.01 and (b) of Section 4.02.

(e)All governmental approvals necessary in connection with the financing contemplated hereby shall have been obtained and be in full force and effect.

(f)TheAdministrativeAgentshallhavereceivedevidencethattheCreditAgreement datedasofApril5,2017,amongtheBorrower,thelenderspartytheretoandJPMorganChase Bank, N.A., as administrative agent has been terminated.

(g)TheAdministrative Agent,theLenders andthe arrangers listedonthe coverpage hereofshallhavereceivedallfeesdueandpayablebytheBorroweronorpriortotheEffective Date in connection with this Agreement, and the Administrative Agent shall have received reimbursementfor all reasonableanddocumentedout-of-pocket expenses,for whichinvoices have been presented at least one Business Day prior to the Effective Date.

(h)(i) The Administrative Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable "know your customer" and anti-money laundering rules and regulations,includingthePatriotAct,totheextentrequestedinwritingoftheBorroweratleast 10dayspriortotheEffectiveDateand(ii)totheextenttheBorrowerqualifiesasa"legalentity customer" underthe Beneficial OwnershipRegulation,atleastfive days priortothe Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall havereceivedsuchBeneficialOwnershipCertification(providedthat,upontheexecutionand deliverybysuch Lender of itssignaturepage tothis Agreement, thecondition set forth in this clause (ii) shall be deemed to be satisfied).

(i)The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date (it being understoodandagreedthatanyrepresentationwhichbyitstermsismadeasofaspecifieddate shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

TheAdministrativeAgentshallnotifytheBorrowerandtheLendersoftheEffectiveDate,andsuchnotice shall be conclusive and binding.Notwithstanding the foregoing, the obligations of the Lenders to make LoansandoftheIssuingBankstoissueLettersofCredithereundershallnotbecomeeffectiveunlesseach oftheforegoingconditionsissatisfied(orwaivedpursuanttoSection9.02)atorpriorto3:00p.m., NewYorkCitytime,onJune16,2021(and,intheeventsuchconditionsarenotsosatisfiedorwaived,the Commitments shall terminate at such time).

SECTION4.02. Each Credit Event.The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a)After the Effective Date, the representations and warranties of the Borrower set forthinthisAgreement(excepttherepresentationsandwarrantiessetforthinSections3.05(b)

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and3.06)shallbetrueandcorrectinallmaterialrespectsonandasofthedateofsuchLoanor the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

(b)At the time of and immediately after giving effect to such Loan or the issuance, amendment,renewalorextensionofsuchLetterofCredit,asapplicable,noDefaultshallhave occurred and be continuing.

EachBorrowingthatincreases the outstandingRevolvingCredit Exposureandeachissuance,amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLEV

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each LoanandallfeespayablehereundershallhavebeenpaidinfullandallLettersofCreditshallhaveexpired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed,theBorrowercovenantsandagreeswiththeLendersthattheBorrowershall,andshall(except in the case of the covenants set forth in Sections 5.01, 5.02, and 5.03) cause each Subsidiary to:

SECTION5.01.Financial Statements.Deliver to the Administrative Agent (for distribution to each Lender):

(a)within90daysaftertheendofeachfiscalyearoftheBorrowercommencingwith thefiscalyearendedDecember31,2021,aconsolidatedbalancesheetoftheBorrowerandits Subsidiariesasattheendofsuchfiscalyear,andtherelatedconsolidatedstatementsofincome or operations, shareholders' equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and preparedinaccordancewithGAAP,auditedandaccompaniedbyareportandopinionofErnst & Young LLP, or other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification or exception related to (i) an upcoming maturity date in respect of any Indebtedness or (ii)any potential inability to satisfy any financial maintenance covenant on a future date in a future period); and

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for suchfiscalquarterandfortheportionoftheBorrower'sfiscalyearthenended,andtherelated consolidatedstatementsofcashflowsfortheportionoftheBorrower'sfiscalyearthenended, ineachcasesettingforthincomparativeform,asapplicable,thefiguresforthecorresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presentinginall materialrespectsthefinancialcondition, results of operations andcash flows

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oftheBorroweranditsSubsidiaries, andshallbepreparedinaccordancewith GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

AstoanyinformationcontainedinmaterialsfurnishedpursuanttoSection5.02(b),theBorrowershallnot beseparatelyrequiredtofurnishsuchinformationunderclause(a)or(b)above,buttheforegoingshallnot be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

SECTION 5.02.Certificates; Other Information .DelivertotheAdministrativeAgent(for distribution to each Lender):

(a)no later than five (5) Business Days after the delivery of the financial statements referred to in Sections 5.01(a) and (b) (commencing with the delivery of the financial statementsforthefiscalquarterendedJune30,2021),adulycompletedComplianceCertificate signed by a Responsible Officer of the Borrower (which delivery may, unless the AdministrativeAgentrequestsanexecutedoriginal,bebyelectroniccommunicationincluding fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b)promptly after the same are publicly available, copies of all annual, regular, periodicandspecialreportsandregistrationstatementswhichtheBorrowerfileswiththeSEC, and promptly after the furnishing thereof, copies of any notice, material report, or material financial statement furnished to holders of any capital market bond issuance of the Borrower or any Subsidiary thereof and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c)promptly, such additional information regarding the business, financial or corporateaffairsofthe BorroweroranySubsidiary, orcompliancewiththeterms oftheLoan Documents, as the Administrative Agent may from time to time reasonably request; and

(d)promptly following any written request therefor, information and documentation relating to the Borrower or any Subsidiary reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable "know your customer" and anti- moneylaunderingrulesandregulations,includingthePatriotActandtheBeneficialOwnership Regulation.

Documents required to be delivered pursuant to Sections 5.01(a), (b) or Section 5.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i)on which the Borrower posts suchdocuments,orprovidesalinktheretoontheBorrower'swebsiteontheInternetatthewebsiteaddress listedinSection9.01orsuchotherwebsiteaccessibletotheAdministrativeAgentandtheLendersasmay hereafter be identified via notice to the Administrative Agent; or (ii)on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the AdministrativeAgenthaveaccess(whetheracommercial,third-partywebsiteorwhethersponsoredbythe Administrative Agent); provided that the Borrower shall upon the request of the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliancebytheBorrowerwithanysuchrequestbyaLenderfordelivery,andeachLendershallbesolely responsible for requesting delivery to it or maintaining its copies of such documents.

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SECTION5.03.Notices.Notify the Administrative Agent (for distribution to each Lender) of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

(a) theoccurrenceofanyDefault;

(b) theoccurrenceofanyERISAEvent;

(c)any announcement by Moody's or S&P of any change in any ratings established for the Index Debt; and

(d)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect.

Each notice delivered under this Section 5.03 (i) shall be in writing, (ii) shall contain a heading or a referencelinethatreads"NoticeunderSection5.03ofCreditAgreementdatedasofJune15,2021"and

(iii)shallbeaccompaniedbyastatementofaResponsibleOfficerorotherexecutiveofficeroftheBorrower settingforththedetailsoftheeventordevelopmentrequiringsuchnoticeandanyactiontakenorproposed to be taken by the Borrower with respect thereto.

SECTION5.04.Payment of Material Obligations.Pay and discharge as the same shall become due and payable: (a) all income Taxes and other material Taxes, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary (to the extent required by GAAP); (b) all lawful claims which, if unpaid, would by law become a Lien upon its property (other than Liens permitted by Section 6.01);and(c)allIndebtedness,asandwhendueandpayable,butsubjecttoanysubordinationprovisions contained inanyinstrument oragreement evidencingsuch Indebtedness,exceptinthecase ofclauses (a) and (c), where such failure could not reasonably be expected to result in a Material Adverse Effect.

SECTION5.05.Preservation of Existence, Etc. Preserve, renew and maintain in full force and effect its legal existence and good standing (except, with respect to any Subsidiary, where any failure to maintain such good standing could not reasonably be expected to have a Material Adverse Effect) under the Laws of the jurisdiction of its organization except in a transaction not prohibited by Section 6.03.

SECTION5.06.Compliance with Laws.Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, exceptinsuchinstancesinwhich(a)suchrequirementofLawororder,writ,injunctionordecreeisbeing contested in good faith by appropriate proceedings; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.The Borrower will maintain in effect and enforcepoliciesandproceduresdesignedtopromotecomplianceinallmaterialrespectsbytheBorrower, its Subsidiaries and their respective directors, officers,employees and agents withAnti-Corruption Laws and applicable Sanctions.

SECTION5.07. Books and Records.Maintain proper books of record and account, in which entriestrueandcorrectinallmaterialrespectsaremadeofallmaterialdealingsandtransactionsinrelation to its business and activities to the extent required by GAAP.

SECTION5.08. Inspection Rights.Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discussits affairs, finances and accounts with its directors, officers, and independent public accountants (so long as the Borrower is affordedanopportunitytoparticipateinanysuchdiscussions),allatsuchreasonabletimesduringnormal

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businesshoursandasoftenasmaybereasonablydesired,uponreasonableadvancenoticetotheBorrower; provided, however, that such visits and inspections shall be at the expense of the Administrative Agent, unlessanEventofDefaulthasoccurredandiscontinuing,inwhichcasetheAdministrativeAgent(orany ofitsrespectiverepresentativesorindependentcontractors)maydoanyoftheforegoingattheexpenseof the Borrower at any time during normal business hours and upon advance notice.Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietaryinformation,(ii)inrespectofwhichdisclosuretotheAdministrativeAgent(oranydesignated representative) is then prohibited by Law, or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

SECTION5.09.Use of Proceeds and Letters of Credit.The proceeds of the Loans will be used only (a)to finance working capital needs and general corporate purposes of the Borrower and its Subsidiaries and (b)at the option of the Borrower, to refinance existing Indebtedness.No part of the proceeds of any Loan willbe used, whether directly or indirectly, for any purpose that entails a violation ofanyoftheRegulationsoftheBoard,includingRegulationsT,UandX.LettersofCreditwillbeissued only for general corporate purposes of the Borrower and its Subsidiaries.The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any BorrowingorLetterofCredit(A)infurtheranceofanoffer,payment,promisetopay,orauthorizationof the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transactionoforwithanySanctionedPerson,orinanySanctionedCountry,excepttotheextentpermitted for aPersonrequiredtocomplywithSanctions,or (C)inanymanner that wouldresult intheviolationof any Sanctions applicable to any party hereto.

ARTICLEVI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION6.01.Liens.The Borrowershallnot,norshallitpermit anySubsidiaryto,directlyor indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except the following:

(a) LienspursuanttoanyLoanDocument;

(b) PermittedEncumbrances;

(c)Liens on fixed or capital assets, includingin respect of Capital Lease Obligations or finance lease obligations, acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i)such security interests secure obligations of the Borrower or, to the extent such security interests secure Indebtedness of any Subsidiary, such Indebtedness is permitted by Section6.02, (ii)the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of acquiring, constructing or improving such fixed or capital assets and (iii)such security interests shall not apply to any other property or assets of

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the Borrower or anySubsidiary, other than improvements and accessions tothe subject assets and proceeds and products thereof;

(d)any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or anySubsidiaryor existingon anypropertyor asset of anyPerson that becomesa Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i)such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii)such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary, other than improvements and accessions to the subject assets and proceeds and products thereof, and (iii)such Lien shall secure only those obligations which it secures on the date of such acquisition orthe date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereofthatdonotincreasetheoutstandingprincipalamountthereof(otherthanbytheamount ofanyfees,costsandexpensesinconnectionwithsuchextension,renewalorreplacementand any accrued interest on such obligation); and

(e)allotherLiens;provided,thatatthetimeofthecreation,incurrenceorassumption ofanysuchobligationsecuredbysuchLiensthesumof(i)theaggregateoutstandingprincipal amount of obligations or Indebtedness secured by Liens in reliance on this clause(e) at such timeplus(ii)theprincipalamountofSubsidiaryIndebtednessincurredinrelianceon Section6.02(a) outstanding at such time, shall not at such time, exceed 10% of Consolidated Net Tangible Assets as of the end of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section5.01 (or, prior to the first such delivery after the Effective Date, as of March 31, 2021).

SECTION6.02.Subsidiary Indebtedness.TheBorrowershallnotpermitanySubsidiaryto create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness; provided, that at the time of incurrence of Indebtedness in reliance on this Section 6.02(a) the sum of (i) the aggregate principal amount of Subsidiary Indebtedness incurred in reliance on this clause(a) outstanding at such time plus (ii)the principalamountofobligationsorotherIndebtednesssecuredby Liensin relianceon Section6.01(e) outstanding at such time, shall not, at the time of incurrence thereof, exceed 10%ofConsolidatedNetTangibleAssetsasoftheendofthemostrecentfiscalquarterofthe BorrowerforwhichfinancialstatementshavebeendeliveredpursuanttoSection5.01(or,prior to the first such delivery after the Effective Date, as of March 31, 2021);

(b) IndebtednesscreatedhereunderorunderanyLoan Document;

(c)Indebtedness of any Subsidiary of the Borrower owing to the Borrower or any other Subsidiary of the Borrower;

(d)GuaranteesbyanySubsidiaryofIndebtednessoftheBorrower;providedthatsuch Subsidiary shall have also Guaranteed the Obligations pursuant to Section 9.02(e);

(e)Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and finance lease obligations, and extensions, renewals and replacements of any such Indebtedness;

(f)Indebtedness of any Person that becomes a Subsidiary (or of any Person not previouslyaSubsidiarythatismergedorconsolidatedwithorintoaSubsidiary)afterthedate hereof;orIndebtednessofanyPersonthatisassumedbyanySubsidiaryinconnectionwithan

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acquisition of assets by such Subsidiary; provided that such Indebtedness exists at the time suchPersonbecomesaSubsidiary(orissomergedorconsolidated)orsuchassetsareacquired, andisnotcreatedincontemplationoforinconnectionwithsuchPersonbecomingaSubsidiary (or such merger or consolidation) or such assets being acquired;

(g)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business;

(h)obligationsinrespectofperformance,bid,appealandsuretybondsandcompletion guarantees and similar obligations provided by any Subsidiary in the ordinary course of business;

(i)any bankers' acceptance, bank guarantees, letter of credit, warehouse receipt or similarfacilitiesenteredintointheordinarycourseofbusiness(includinginrespectofworkers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other obligations with respect to reimbursement type obligations regarding workers compensation claims), but not in respect of Indebtedness;

(j)Indebtednessinrespectofnettingservices,automaticclearinghousearrangements, overdraftprotectionsandsimilararrangementsincurredintheordinarycourseofbusiness;and

(k)Indebtedness representing deferred compensation to employees incurred in the ordinary course of business.

SECTION6.03.Fundamental Changes; Dispositions.

(a)TheBorrowerwillnotmergeorconsolidatewithorintoanyPersonorliquidateor dissolve, except that the Borrower may merge or consolidate with or into any other Person so longastheBorroweristhesurvivingPersonandprovidedthat noDefault shall haveoccurred and be continuing at the time of such transaction; and

(b)The Borrower shall not, nor shall it permit any Subsidiary to, effect any Disposition(whetherinonetransactionoraseriesoftransactions)ofallorsubstantiallyallof the assets of the Borrower and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired) (except productssoldin the ordinarycourse of business), other thanto the Borrower.

SECTION6.04.Change in Nature of Business.The Borrower shall not, nor shall it permit any materialgroupofSubsidiariesto,engageinanymateriallineofbusinesssubstantiallydifferentfromthose lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business reasonably related, incidental, ancillary or complementary thereto and any reasonable extension, development or expansion thereof.

SECTION6.05.Financial Covenants.

(a)Consolidated Fixed Charge Coverage Ratio.The Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio as of the last day of any fiscal quarter of the Borrower, commencing with the fiscal quarter ending June 30, 2021, to be less than 2.50 to 1.00.

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(b)Consolidated Leverage Ratio.The Borrower shall not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Borrower (commencing with the fiscal quarter ending June 30, 2021) to be greater than 3.50 to 1.00 (the "Maximum Consolidated Leverage Ratio"), except as permitted below.Notwithstanding the foregoing, upon the consummation of a Material Acquisition during the term of this Agreement, the ConsolidatedLeverageRatiomaybegreaterthantheMaximumConsolidatedLeverageRatio for the first four fiscal quarters ending after the date of the consummation of such Material Acquisition ("Increase Period"), but in no event shall the Consolidated Leverage Ratio be greater than 3.75 to 1.00 as of the last day of any fiscal quarter (the "Permitted Leverage Increase").After the Increase Period, the Consolidated Leverage Ratio may not be greater than Maximum Consolidated Leverage Ratio as of the last day of each fiscal quarter of the Borrower until another Increase Period occurs.There may be more than one Permitted Leverage Increase during the term of this Agreement but only so long as there are two full fiscal quarters of compliance with the Maximum Consolidated Leverage Ratio prior to the commencement of another Permitted Leverage Increase.

ARTICLEVII

Events of Default

occur:

SECTION7.01.Events of Default.Ifanyofthefollowingevents("EventsofDefault")shall

(a)Non-Payment.TheBorroweroranyotherLoanPartyfailstopay(i)whenandas required to be paid herein, any amount of principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or on any obligation in respect of any LC Disbursement,or anyfee duehereunder,or anyotheramount payable hereunderor under any other Loan Document; or

(b)Specific Covenants.TheBorrowerfailstoperformorobserveanyterm,covenant or agreement contained in any of Section 5.03(a), 5.09 or Article VI; or

(c)Other Defaults.AnyLoanPartyfailstoperformorobserveanyothercovenantor agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on itsparttobeperformedorobservedandsuchfailurecontinuesfor30daysafterwrittennotice thereof from the Administrative Agent to the Borrower; or

(d)Representations and Warranties.Anyrepresentationorwarrantymadeordeemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document,orinanydocumentdeliveredinconnectionherewithortherewithshallbeincorrect or misleading in any material respect, when made or deemed made; or

(e)Cross-Default.(i)TheBorroweroranySubsidiary(A)failstomakeanypayment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise)inrespectofanyIndebtedness(otherthanIndebtednesshereunderandIndebtedness underSwapAgreements)havinganaggregateprincipalamount(includingundrawncommitted or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (any such Indebtedness, "Material Indebtedness") and such failure shall continue after the applicable grace period, if any,specifiedintheagreementorinstrumentrelatingtosuchMaterialIndebtedness,or

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(B)breachesordefaultsintheobservanceorperformanceof,orotherwisefailstocomplywith, any other agreement or condition relating to any such Material Indebtedness, the effect of which breach, default or non-compliance is to (x)cause, or to permit the holder or holders of suchMaterialIndebtedness(oratrustee oragenton behalfofsuchholder or holders)to cause (aftertheexpirationofanygraceperiod),withthegivingofnotice(ifrequired),suchMaterial Indebtednesstobecomeduepriortoitsscheduledmaturityor(y)cause(aftertheexpirationof anygraceperiod),withthegivingofnoticeifrequired,theBorroweroranyofitsSubsidiaries to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its scheduled maturity; provided that this clause (B) shall not apply to Indebtedness which is convertible into Equity Interests and converts to Equity Interests (other than Disqualified Stock) of the Borrower in accordance with its terms and such conversion is not prohibited hereunder; or (ii)there occurs under any Swap Agreement an Early Termination Date (as defined in such Swap Agreement) resulting from (A)any event of default under such Swap Agreement as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Agreement) or (B)any Termination Event (as so defined) under such Swap Agreement as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and,ineitherevent,theSwapTerminationValueowedbytheBorrowerorsuchSubsidiaryas a result thereof is greater than the Threshold Amount; or

(f)Insolvency Proceedings, Etc.Any Loan Party or any of its Material Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makesanassignmentforthebenefitofcreditors;orappliesfororconsentstotheappointment ofanyreceiver,trustee,custodian,conservator,liquidator,rehabilitatororsimilarofficerforit or for all or a substantial part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of suchPersonandthe appointment continuesundischargedorunstayedfor 60calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or a substantial 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

(g)Inability to Pay Debts. TheBorroweroranyMaterialSubsidiarybecomesunable or admits in writing its inability or fails generally to pay its debts as they become due; or

(h)Judgments.ThereisenteredagainsttheBorroweroranyMaterialSubsidiaryone or more finaljudgments ororders for the payment of moneyin an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or not covered by independent third-party insurance as to which the insurer does not dispute coverage), and the same shall remain undischarged for any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA.(i)AnERISAEventoccurswithrespecttoaPlanorMultiemployerPlan whichhasresultedorcouldreasonablybeexpectedtoresultinliabilityof theBorrower under Title IV of ERISA to the Plan, Multiemployer Plan or the PBGC in an aggregate amount in excessoftheThresholdAmount,or(ii)theBorroweroranyERISAAffiliatefailstopaywhen due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

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(j)Invalidity of Loan Documents.Any material provision of this Agreement or any other material Loan Document,atanytime afterits executionanddeliveryandforanyreason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or Subsidiary or Affiliate oftheBorrowercontestsinanymannerthevalidityorenforceabilityofanymaterialprovision of this Agreement or any other material Loan Document; or any Loan Party denies that it has anyorfurtherliabilityorobligationunderanyLoanDocument,orpurportstorevoke,terminate orrescindanyLoanDocument(exceptanysuchactionthatisexpresslyinaccordancewiththe terms of such Loan Document); or

(k) Change of Control.ThereoccursanyChangeof Control.

SECTION7.02.Remedies Upon an Event of Default.If an Event of Default occurs (other than aneventwithrespecttotheBorrowerdescribedinSections7.01(f)or7.01(g)),andatanytimethereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the RequiredLenders,andshallattherequestoftheRequiredLenders,bynoticetotheBorrower,takeanyor all of the following actions, at the same or different times:

(a) terminatetheCommitments,andthereupontheCommitmentsshallterminateimmediately;

(b)declaretheLoansthenoutstandingtobedueandpayableinwhole(orinpart,inwhichcaseanyprincipal notsodeclaredtobedueandpayablemaythereafterbedeclaredtobedueandpayable),andthereuponthe principaloftheLoanssodeclaredtobedueandpayable,togetherwithaccruedinterestthereonandallfees andotherobligationsoftheBorroweraccruedhereunderandunderanyotherLoanDocument,shallbecome due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

(c) requirethattheBorrowerprovidecashcollateralasrequiredinSection2.05(j); and

(d)exerciseonbehalfofitself,theLendersandtheIssuingBanksallrightsandremediesavailabletoit,the Lenders and the Issuing Banks under the Loan Documents and applicable law.

If an Event of Default described in Sections 7.01(f) or 7.01(g) occurs with respect to the Borrower, the Commitments shall automaticallyterminateandtheprincipal oftheLoans thenoutstanding,together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document including any break funding payment, shall automatically become due and payable,andtheobligationoftheBorrowertocashcollateralizetheLCExposureasprovidedinclause(c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

SECTION 7.03.Application of Payments.Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders:

(a)allpaymentsreceivedonaccountoftheObligationsshall,subjecttoSection2.19, be applied by the Administrative Agent as follows:

(i)first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable underSection9.03andamountspursuanttoSection2.11(c)payabletotheAdministrative Agent in its capacity as such);

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(ii)second, to payment of that portion of the Obligations constituting fees, expenses,indemnitiesandotheramounts(otherthanprincipal,reimbursementobligations in respect of LCDisbursements,interest and Letter ofCredit fees) payable to theLenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 9.03) arising under the Loan Documents, ratably among themin proportionto the respective amounts described in this clause (ii) payable to them;

(iii)third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them;

(iv)fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cashcollateralizedbythe Borrower pursuanttoSection2.05or 2.19, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of LettersofCredit,(y)subjecttoSection2.05or2.19,amountsusedtocashcollateralizethe aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any LetterofCredit (withoutanypendingdrawings),the pro ratashareofcashcollateralshall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03;

(v)fifth,tothepaymentinfullofallotherObligations,ineachcaseratablyamong the Administrative Agent, the Lenders and the Issuing Banks based upon the respective aggregateamountsofallsuchObligationsowingtotheminaccordancewiththerespective amounts thereof then due and payable; and

(vi)finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law; and

(b)ifanyamountremainsondepositascashcollateralafterallLettersofCredithave either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLEVIII

The Administrative Agent

SECTION8.01.Authorization and Action.

(a)EachLender andeachIssuingBankherebyirrevocablyappointstheentitynamed as Administrative Agent in the heading of this Agreement and its successors and assigns to serveastheadministrativeagentundertheLoanDocumentsandeachLenderandeachIssuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercisesuchpowersunderthisAgreementandtheotherLoanDocumentsasaredelegatedto theAdministrativeAgentundersuchagreementsandtoexercisesuchpowersasarereasonably incidentalthereto.Withoutlimitingtheforegoing,eachLenderandeachIssuingBankhereby

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authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain fromacting(andshallbefullyprotectedinsoactingorrefrainingfromacting)uponthewritten instructions of the Required Lenders (or such other number or percentage of the Lenders as shallbenecessary,pursuanttothetermsintheLoanDocuments),and,unlessanduntilrevoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided,however,thattheAdministrativeAgent shallnotberequiredto takeanyaction that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or anyother Loan Document or applicablelaw, includinganyaction that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvencyorreorganizationorreliefofdebtorsorthatmayeffectaforfeiture,modificationor terminationof propertyof aDefaultingLender inviolationofanyrequirement of lawrelating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, 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.Except as expressly set forth in the Loan Documents, the AdministrativeAgentshallnothaveanydutytodisclose,andshallnotbeliableforthefailure todisclose,anyinformationrelatingtotheBorrower,anySubsidiaryoranyAffiliateofanyof the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.Nothing in this Agreement shall require the AdministrativeAgenttoexpendorriskitsownfundsorotherwiseincuranyfinancialliability intheperformanceofanyofitsdutieshereunderorintheexerciseofanyofitsrightsorpowers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)In performing its functions and duties hereunder and under the other Loan Documents,theAdministrativeAgentisactingsolelyonbehalfoftheLendersandtheIssuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature.Without limiting the generality of the foregoing:

(i)the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee oforforanyLender,IssuingBankorholderofanyotherobligationotherthanasexpressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term "agent" (or any similar term) herein or in any other Loan Document with referencetotheAdministrativeAgentisnotintendedtoconnoteanyfiduciarydutyorother implied (or express) obligations arising under agency doctrine of any applicable law, and thatsuchtermisusedasamatterofmarketcustomandisintendedtocreateorreflectonly an administrative relationship between contracting parties); additionally, each Lender agreesthatitwillnotassertanyclaimagainsttheAdministrativeAgentbasedonanalleged

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breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and

(ii)nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account.

(d)TheAdministrativeAgentmayperformanyofitsdutiesandexerciseitsrightsand powershereunderorunderanyotherLoanDocumentbyorthroughanyoneormoresub-agents appointed by the Administrative Agent.The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers throughtheirrespectiveRelatedParties.TheexculpatoryprovisionsofthisArticleshallapply toanysuchsub-agentandtotheRelatedPartiesoftheAdministrativeAgentandanysuchsub- agent, and shall apply to their respective activities pursuant to this Agreement.The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)NoneofanyCo-SyndicationAgent,anyCo-DocumentationAgentoranyArranger shallhaveobligationsordutieswhatsoeverinsuchcapacityunderthisAgreementoranyother Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such Persons shall have the benefit of the indemnities provided for hereunder.

(f)In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafterineffect,theAdministrativeAgent(irrespectiveofwhethertheprincipalofanyLoan 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 (but not obligated) by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owingandunpaidinrespectoftheLoans,LCDisbursementsandallotherObligationsthat are owing and unpaid and to file such other documents as may be necessary or advisable inordertohavetheclaimsoftheLenders,theIssuingBanksandtheAdministrativeAgent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and

(ii)to collect and receive anymonies or other propertypayable 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 proceeding is hereby authorized by each Lender, each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such paymentsdirectlytotheLenders,theIssuingBanks,topaytotheAdministrativeAgentanyamountdueto it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). NothingcontainedhereinshallbedeemedtoauthorizetheAdministrativeAgenttoauthorizeorconsentto or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

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(g)The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Borrower's rights to consent pursuant to and subject to the conditions set forth in this Article, none of the BorroweroranySubsidiary,oranyoftheirrespectiveAffiliates,shallhaveanyrightsasathird party beneficiary under any such provisions.

SECTION8.02.Administrative Agent's Reliance, Limitation of Liability, Etc.

(a)Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of itsRelatedPartiesunderorinconnectionwiththisAgreementortheotherLoanDocuments (x) with the consent of 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 ingoodfaithtobe necessary,underthe circumstancesas providedintheLoanDocuments)or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumedunlessotherwisedeterminedbyacourtofcompetentjurisdictionbyafinalandnon- appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof containedinthisAgreementoranyotherLoanDocumentorinanycertificate,report,statement orotherdocumentreferredtoorprovidedforin,orreceivedbytheAdministrativeAgentunder or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent'srelianceonanyElectronicSignaturetransmittedbytelecopy,emailedpdf.oranyother electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)TheAdministrativeAgentshallbedeemednottohaveknowledgeofany(i)notice of any of the events or circumstances set forth or described in Section 5.03 unless and until written notice thereof is given to the Administrative Agent by the Borrower, or (ii) notice of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank.Further, the AdministrativeAgent shallnot beresponsible for orhave anydutytoascertainor inquireinto (i) any statement, warranty or representation made in or in connection with any Loan Document,(ii)thecontentsofanycertificate,reportorotherdocumentdeliveredthereunderor in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other thantoconfirmreceipt of items (which ontheirfacepurportto besuch items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

(c)Without limiting the foregoing, the Administrative Agent (i) may treat the payee ofanypromissorynoteasitsholderuntilsuchpromissorynotehasbeenassignedinaccordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omittedtobetakeningoodfaithbyitinaccordancewiththeadviceofsuchcounsel,

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accountantsorexperts,(iv)makesnowarrantyorrepresentationtoanyLenderorIssuingBank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made byor on behalf of anyLoan Partyin connection with this Agreement or anyotherLoanDocument,(v)indeterminingcompliancewithanyconditionhereundertothe makingofaLoan,ortheissuanceofaLetterofCredit,thatbyitstermsmustbefulfilledtothe satisfactionofaLenderoranIssuingBank,maypresumethatsuchconditionissatisfactoryto suchLenderorIssuingBankunlesstheAdministrativeAgentshallhavereceivednoticetothe contraryfromsuchLenderorIssuingBanksufficientlyinadvanceofthemakingofsuchLoan or the issuance of such Letter of Credit and (vi) 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, anynotice,consent,certificateorotherinstrumentorwriting(whichwritingmaybeafax,any electronic message,Internet orintranet website postingor other distribution) oranystatement madetoitorallyorbytelephoneandbelievedbyittobegenuineandsignedorsentorotherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION8.03.Posting of Communications.

(a)TheBorroweragreesthattheAdministrativeAgentmay,butshallnotbeobligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the "Approved Electronic Platform").

(b)AlthoughtheApprovedElectronicPlatformanditsprimarywebportalaresecured with generally-applicable security procedures and policies implemented or modified by the AdministrativeAgentfromtimetotime(including,asoftheEffectiveDate,auserID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledgesandagreesthatthedistributionofmaterialthroughanelectronicmediumisnot necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform,andthattheremaybeconfidentialityandotherrisksassociatedwithsuchdistribution. EachoftheLenders,eachoftheIssuingBanksandtheBorrowerherebyapprovesdistribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c)THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE".THE APPLICABLEPARTIES(ASDEFINEDBELOW)DONOTWARRANTTHEACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.NOWARRANTY OFANY 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.IN NO EVENT SHALL THE ADMINISTRATIVEAGENT, ANYARRANGER,ANYCO-DOCUMENTATIONAGENT,

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ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,"APPLICABLE PARTIES") HAVEANYLIABILITYTO ANYLOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTALORCONSEQUENTIALDAMAGES,LOSSESOREXPENSES(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGHTHEINTERNETORTHEAPPROVEDELECTRONICPLATFORMEXCEPT WHERE SUCH LIABILITIES RESULT FROM SUCH APPLICABLE PARTY’S BAD FAITH,WILLFULMISCONDUCT,GROSSNEGLIGENCEORMATERIALBREACHIN BAD FAITH AS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION.

"Communications" means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.

(d)EachLenderandeachIssuingBankagreesthatnoticetoit(asprovidedinthenext sentence) specifying that Communications have been posted to the Approved Electronic PlatformshallconstituteeffectivedeliveryoftheCommunicationstosuchLenderforpurposes oftheLoanDocuments.EachLenderandIssuingBankagrees(i)tonotifytheAdministrative Agent in writing (which could be in the form of electronic communication) from time to time ofsuchLender'sorIssuingBank's(asapplicable)emailaddresstowhichtheforegoingnotice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e)Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent's generally applicable document retention procedures and policies.

(f)Nothing herein shall prejudice the right of the Administrative Agent, any Lender oranyIssuingBanktogiveanynoticeorothercommunicationpursuanttoanyLoanDocument in any other manner specified in such Loan Document.

SECTION8.04.The Administrative Agent Individually.WithrespecttoitsCommitment,Loans (including Swingline Loans), Letter of Credit Commitments and Letters of Credit, the Person serving as theAdministrativeAgentshallhaveandmayexercisethesamerightsandpowershereunderandissubject to the same obligations andliabilities asand to the extent setforth herein for anyother Lender or Issuing Bank, as the case may be.The terms "Issuing Banks", "Lenders", "Required Lenders" and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individualcapacityasaLender,IssuingBankorasoneoftheRequiredLenders,asapplicable.ThePerson serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securitiesof,actasthefinancialadvisororinanyotheradvisorycapacityforandgenerallyengageinany kind of banking, trust or other business with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.

SECTION8.05.Successor Administrative Agent.

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(a)TheAdministrativeAgentmayresignatanytimeby giving30days'priorwritten noticethereoftothe Lenders, the IssuingBanks andthe Borrower, whether or nota successor Administrative Agent has been appointed.Upon any such resignation, the Required Lenders shallhavetherighttoappointasuccessorreasonablyacceptabletotheBorrower(providedthat the consent of the Borrower shall not be required if an Event of Default under any of clause (a), (f) or (g) of Section 7.01 has occurred and is continuing).If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the IssuingBanks,appointasuccessorAdministrativeAgent,whichshallbeabankwithanoffice in New York, New York or an Affiliate of any such bank.In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonablywithheldandshallnotberequiredwhileanEventofDefaultunderanyofclause (a), (f) or (g) of Section 7.01 has occurred and is continuing).Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privilegesanddutiesoftheretiringAdministrativeAgent.Upontheacceptanceofappointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents.Prior to any retiring Administrative Agent's resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b)Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shallhave been soappointed andshall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders,theIssuingBanksandtheBorrower,whereupon,onthedateofeffectivenessofsuch resignationstatedinsuchnotice,(i)theretiringAdministrativeAgentshallbedischargedfrom itsdutiesandobligationshereunderandundertheotherLoanDocuments;and(ii)theRequired Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of anyPersonotherthantheAdministrative Agent shallbe made directlyto such Personand(B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. FollowingtheeffectivenessoftheAdministrativeAgent'sresignationfromitscapacityassuch, theprovisionsofthisArticleandSection9.03,aswellasanyexculpatory,reimbursementand indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Partiesinrespect of anyactionstakenor omittedtobetakenbyanyof themwhiletheretiring Administrative Agent was acting as Administrative Agent.

SECTION8.06.Acknowledgements of Lenders and Issuing Banks; Mistaken Payments.

(a)Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiringorholdingcommercialloansandinprovidingotherfacilitiessetforthhereinasmay be applicableto such Lender or IssuingBank, in each case in the ordinarycourse of business, andnotforthepurposeofpurchasing,acquiringorholdinganyothertypeoffinancial

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instrument(andeachLenderandeachIssuingBankagreesnottoassertaclaimincontravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decisiontomake,acquireand/orholdsuchcommercialloansortoprovidesuchotherfacilities, isexperiencedinmaking,acquiringorholdingsuchcommercialloansorprovidingsuchother facilities.Each Lender and each Issuing Bank also acknowledges that it will, independently andwithoutrelianceupontheAdministrativeAgent,anyArranger,anyCo-SyndicationAgent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities lawsconcerningtheBorroweranditsAffiliates)asitshallfromtimetotimedeemappropriate, continue to make its own 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.

(b)Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledgedreceiptof,andconsentedtoandapproved,eachLoanDocumentandeachother document required to be deliveredto, or be approved byor satisfactoryto, the Administrative Agent or the Lenders on the Effective Date.

(c)(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,a"Payment")wereerroneouslytransmittedtosuchLender(whetherornotknown to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than two Business Days thereafter, return to the AdministrativeAgenttheamountofanysuchPayment(orportionthereof)astowhichsucha demandwasmadeinsamedayfunds,togetherwithinterestthereoninrespectofeachdayfrom and including the date such Payment (or portion thereof) was received by such Lender to the datesuch amountisrepaidto the Administrative Agent at the greater of the NYFRBRateand a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicablelaw,suchLendershallnotassert,andherebywaives,astotheAdministrativeAgent, anyclaim,counterclaim,defenseorrightofset-offorrecoupmentwithrespecttoanydemand, claim or counterclaim by the Administrative Agent for the return of any Payments received, includingwithoutlimitationanydefensebasedon"dischargeforvalue"oranysimilardoctrine. A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.

(ii)EachLenderherebyfurtheragreesthatifitreceivesaPaymentfromtheAdministrativeAgent or anyof its Affiliates (x) that is in a different amount than, or on a different date from, that specified ina noticeof payment sent bytheAdministrativeAgent (or anyof itsAffiliates) withrespecttosuchPayment

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(a "Payment Notice") or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.Each Lender agrees that,ineachsuchcase,orifitotherwisebecomesawareaPayment(orportionthereof)mayhavebeensent inerror,suchLendershallpromptlynotifytheAdministrativeAgentofsuchoccurrenceand,upondemand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, returntotheAdministrativeAgenttheamountofanysuchPayment(orportionthereof)astowhichsucha demand was made in same day funds, together with interest thereon in respect of each day from and includingthedatesuchPayment(orportionthereof)wasreceivedbysuchLendertothedatesuchamount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(iii)The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment(orportionthereof)arenotrecoveredfromanyLenderthathasreceivedsuchPayment(orportion thereof)foranyreason,theAdministrativeAgentshallbesubrogatedtoalltherightsofsuchLenderwith respecttosuchamountand(y)anerroneousPaymentshallnotpay,prepay,repay,dischargeorotherwise satisfyanyObligationsowedbytheBorrower or anyother LoanParty,except,ineachcase,totheextent such erroneous Payment is, and solely with respect to the amount of such erroneous Payment that is, comprisedoffundsreceivedbytheAdministrativeAgentfromtheBorrowerforthepurposeofsatisfying such Obligations.

(iv)Eachparty'sobligationsunderthisSection8.06(c)shallsurvivetheresignationorreplacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

SECTION8.07.CertainERISAMatters.

(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 each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or anyother Loan Party, that at least one of the following is and will be true:

(i)such Lender is not using "plan assets" (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(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 exemptionforcertaintransactionsinvolvingbankcollectiveinvestmentfunds)orPTE96- 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 andperformanceoftheLoans,theLettersofCredit,theCommitmentsandthisAgreement,

(iii)(A)suchLenderisaninvestmentfundmanagedbya"QualifiedProfessional Asset Manager" (within the meaning of Part VI of PTE 84-14), (B) such Qualified ProfessionalAssetManagermadetheinvestmentdecisiononbehalfofsuchLenderto

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enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14and(D)tothebestknowledgeofsuchLender,therequirementsofsubsection(a)ofPart I of PTE 84-14 are satisfied with respect to such Lender's entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)suchotherrepresentation,warrantyandcovenantasmaybeagreedinwriting between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in 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,fromthedatesuchPersonbecameaLenderpartyheretotothedatesuch Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and eachArrangerandtheirrespectiveAffiliates,andnot,fortheavoidanceofdoubt,toorforthe benefitoftheBorroweroranyotherLoanParty,thatnoneoftheAdministrativeAgent,orany Arranger, any Syndication Agent, any Co-Documentation Agent or any of their respective AffiliatesisafiduciarywithrespecttotheassetsofsuchLender(includinginconnectionwith the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(c)The Administrative Agent, and each Arranger, Co-Syndication Agent and Co- Documentation Agent herebyinforms the Lenders thateachsuch Personisnotundertakingto provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans,theLettersofCreditortheCommitmentsforanamountlessthantheamountbeingpaid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agentorcollateralagentfees,utilizationfees,minimumusagefees,letterofcreditfees,fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums,banker'sacceptancefees,breakageorotherearlyterminationfeesorfeessimilarto the foregoing.

ARTICLEIX

Miscellaneous

SECTION9.01.Notices.(a)Except in the caseof notices and other communications expressly permitted to be given by telephone (and subject to paragraph(b) below), all notices and other communicationsprovidedforhereinshallbeinwritingandshallbedeliveredbyhandorovernightcourier service, mailed by certified or registered mail or sent by telecopy, as follows:

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(i) iftotheBorrower,toit at:

O'ReillyAutomotive,Inc. 233 South Patterson

Springfield,MO65802

Attention:JeremyFletcher,ExecutiveVicePresidentandChiefFinancialOfficer Telecopy No. 417-829-5735

Email:jeremyfletcher@oreillyauto.com WebsiteAddress:www.oreillyauto.com

(ii)if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2S, Chicago, Illinois 60603-2300, Attention of Ashley Love, email: ashley.love@chase.comwith a copy to Kyle O’Donnell, 8181 Communication Parkway, Bldg B, 6th Floor, TXW-3620, Plano, TX 75024, Telephone: 469-462-0371, email james.k.odonnell@jpmchase.com;

(iii)if to the JPMorgan Chase Bank, N.A., as the Issuing Bank, to it at 10 South Dearborn, Floor L2S, Chicago, Illinois 60603-2300, Attention of Chicago LC Agency ClosingTeam(FaxNo. 312-256-2608)(Email: Chicago.LC.Agency.Closing.Team@jpmorgan.com);

(iv)if to Bank of America, N.A., as the Issuing Bank, to it at 800 Market St., MO1-800-14-05, St. Louis,MO63101-2510, Attention: Bankof America, N.A. (Fax No. 972-728-6160) (bank_of_america_as_lender_2@baml.com);

(v)if to Truist Bank, as the Issuing Bank, to it at 214 N. Tryon Street, Charlotte, NC 28202, Attention: Steve Curran, steve.curran@truist.com;

(vi)iftoU.S.BankNationalAssociation,astheIssuingBank,toitat721Locust St., Attn: Global Documentary Services, SL-MO-L2IL, St. Louis, MO 63101, Attn: Richard Barth (phone no:314-418-2883) (email: richard.barth1@usbank.com);

(vii)iftoWellsFargoBank,N.A.,astheIssuingBank,toitat100N18thStreet, Philadelphia, Pennsylvania, 19103, MAC Y1510-102, Attention Ryan Tegeler, Vice President (email: ryan.w.tegeler@wellsfargo.com);

(viii)the Swingline Lender, to it at 10 South Dearborn, Floor L2S, Chicago, Illinois 60603-2300, Attention, Attention of April Yebd (Phone No.312-732-2628) (Email: jpm.agency.servicing.1@jpmorgan.com); and

(ix)iftoanyotherLenderorIssuingBank,toitatitsaddress(ortelecopynumber) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have beengivenwhensent(exceptthat,ifnotgivenduringnormalbusinesshoursfortherecipient,shall bedeemedtohavebeengivenattheopeningofbusinessonthenextbusinessdayfortherecipient). Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph(b) below, shall be effective as provided in said paragraph (b).

(b)Notices and other communications to the Borrower, any Loan Party, the Lenders andtheIssuingBankshereundermaybedeliveredorfurnishedbyusingApprovedElectronic

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Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ArticleII unless otherwise agreed by the Administrative Agent and the applicable Lender.The Administrative Agent or the Borrower may, 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 communicationssenttoane-mailaddressshallbedeemedreceiveduponthesender'sreceiptofan acknowledgement from the intended recipient (such as by the"return receipt requested" function, as available,returne-mail or other writtenacknowledgement),and(ii)notices orcommunications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intendedrecipient,atitse-mailaddressasdescribedintheforegoingclause(i),ofnotificationthat such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)The Borrower may change its address, telecopier or telephone number or email addressfornoticesandothercommunicationshereunderbynoticetotheAdministrativeAgent. Anyotherpartyheretomaychangeitsaddress,telecopynumber,ortelephonenumberoremail address for notices and other communications hereunder by notice to the other parties hereto.

SECTION9.02.Waivers; Amendments.(a)No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuanceofstepstoenforcesucharight orpower, preclude anyotherorfurtherexercisethereofor theexerciseofanyotherrightorpower.TherightsandremediesoftheAdministrativeAgent,theIssuing BanksandtheLendershereunderarecumulativeandarenotexclusiveofanyrightsorremediesthatthey would otherwise have.No waiver of anyprovision of this Agreement or consent to anydeparture bythe Borrower or any Subsidiary therefrom shall in any event be effective unless the same shall be permitted by paragraph(b) of this Section, and then such waiver or consent shall be effective only in the specific instanceandforthepurposeforwhichgiven.Withoutlimitingthegeneralityoftheforegoing,themaking ofaLoanorissuanceofaLetterofCreditshallnotbeconstruedasawaiverofanyDefault,regardlessof whethertheAdministrativeAgent,anyLenderoranyIssuingBankmayhavehadnoticeorknowledgeof such Default at the time.

(b)Subject to Section 2.13(b), (c) and (d) and Section 9.02(c) below, neither this Agreement nor anyprovision hereof maybe waived, amended or modified exceptpursuantto anagreementoragreementsinwritingenteredintobytheBorrowerandtheRequiredLenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; providedthatnosuchagreement shall(i)increasetheCommitment ofanyLenderwithoutthe written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, withoutthewrittenconsentofeachLenderdirectlyandadverselyaffectedthereby,

(iii)postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement,oranyinterestthereon,oranyfeespayablehereunder,orreducetheamountof, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby, (iv)change Section2.08(c) or Section2.17(b) or (c) in a manner that would alter the proratasharingof paymentsorCommitmentreductionsrequiredthereby,without thewritten

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consent of each Lender, (v)change the payment waterfall provisions in Section 2.19(b) or Section 7.03 without the written consent of each Lender, or (vi)change any of the provisions ofthisSectionorthepercentagereferredtointhedefinitionof"RequiredLenders"oranyother provision hereof specifyingthe number or percentageof Lendersrequiredto waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend,modifyorotherwiseaffecttherightsordutiesoftheAdministrativeAgent,anyIssuing Bank or the Swingline Lender hereunder without the prior written consent of the AdministrativeAgent,suchIssuingBankortheSwinglineLender,asthecasemaybe;provided further that no such agreement shall amend or modify the provisions of Section 2.05 or any letter of credit application and any bilateral agreement between the Borrower and any Issuing BankregardingsuchIssuingBank's Letter of Credit Commitment or the respective rights and obligations between the Borrower and such Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the applicable Issuing Bank, respectively.The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.

(c)Notwithstanding anything to the contrary contained in this Section 9.02 or any Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender except as provided below, effect amendments to this Agreement andtheotherLoanDocumentsasmaybenecessaryinthereasonableopinionoftheBorrower and the Administrative Agent to effectthe provisionsof Sections 2.08 and2.20inaccordance with the terms of Sections2.08 and 2.20 (including any definitions relating to or necessary to effectuate the foregoing) (and the Administrative Agent is hereby expressly authorized to do so on behalf of the Lenders and the Issuing Bank), and (ii)the Administrative Agent and the Borrower, may, without the input or consent of the Required Lenders or any other Lender, effect amendments to this Agreement or any other Loan Document, as may be necessary or appropriate, in the opinion of the Administrative Agent, in connection with the addition or replacement of an Issuing Bank or the addition or replacement of any Swingline Lender. Notwithstanding the foregoing, with respect to the addition of any new Lender underSections2.08 or 2.20, the written consent of both the Issuing Bank and the Swingline Lender to such new Lender must be obtained (each such consent not to be unreasonably withheld or delayed)priortoeffectingsuchincreaseunderSection2.08orsuchextensionunder Section 2.20.

(d)IftheAdministrativeAgentandtheBorroweractingtogetheridentifyanyobvious error, or any vagueness, ambiguity, omission, mistake, typographical error, conflict, inconsistency or other defect or any error or omission or defect of a technical nature, in each case,inanyprovisionofthisAgreementoranyotherLoanDocument,thentheAdministrative Agent and the Borrower shall be permitted(andthe Administrative Agent is herebyexpressly authorized on behalf of the Lenders, the Swingline Lender and the Issuing Banks) to amend, modify or supplement such provision to cure such error, vagueness, ambiguity, omission, mistake,typographicalerror,conflict,inconsistencyorotherdefect,andsuchamendmentshall become effective without any further action or consent of any other party to this Agreement.

(e)If at any time on or after the Effective Date, the Borrower or any one or more SubsidiariesexecutesanyGuaranteeofanyIndebtednessincurredunderanyindentureorother instrument or documentation evidencinganycapital market bondissuance of the Borrower or anySubsidiary,thentheapplicableSubsidiaryorSubsidiariesshallpromptly,andinanyevent withinfive(5)BusinessDayspriortoenteringintosuchGuarantee(orsuchlaterdateasagreed toinwritingbytheAdministrativeAgent),soadvisetheAdministrativeAgentinwriting.

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Thereafter and in any event concurrently with the execution of any such Guarantee (or such later date as agreed to in writing by the Administrative Agent), the applicable Subsidiary or Subsidiaries shall enter into a Guarantee of the Obligations and any other Loan Documents necessarytoeffectuateaGuaranteeoftheObligations,including,butnotlimitedtodocuments, instrumentsandotherdeliverablesofthetypeprovidedbytheBorrowerpursuantto Sections 4.01(b) and (c) on the Effective Date.

SECTION9.03. Expenses; Indemnity; Damage Waiver.(a) The Borrower shall pay (i)all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any joint lead arranger and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent (and if reasonably required by the Administrative Agent, a single local counsel in each relevant jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this AgreementandtheotherLoanDocumentsoranyamendments,modificationsorwaiversoftheprovisions hereoforthereof(whetherornotthetransactionscontemplatedherebyortherebyshallbeconsummated), (ii)all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderand(iii)allreasonableanddocumentedout-of-pocketexpensesincurredbytheAdministrative Agent,theIssuingBanksoranyLender,includingthefees,chargesanddisbursementsof(A) onecounsel engagedbytheAdministrativeAgentfortheAdministrativeAgent,theIssuingBanksoranyLender, and (B) solely in the case of an actual or perceived conflict of interest with respect to any such party, where such party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional counsel to all such affected parties taken as a whole, and (C)if reasonably necessary, one local counsel engaged by the Administrative Agent in each relevant jurisdiction (which may include a single firm of special counsel engaged by the Administrative Agent acting in multiple jurisdictions) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loansmade or Lettersof Creditissued hereunder,includingallsuch out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)The Borrower shall indemnifythe Administrative Agent, eachjoint lead arranger under this Agreement, the Issuing Banks and each Lender, and each Related Party of any of theforegoingPersons(eachsuchPersonbeingcalledan"Indemnitee")against,andholdeach Indemnitee harmless from, any and all Liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (in the case of fees, charges and disbursements of counsel, limited to one counsel for the Indemnitees taken as a whole (and if reasonably required by the Administrative Agent, a single local counsel in eachrelevantjurisdiction(whichmayincludeasinglefirmofspecialcounselactinginmultiple jurisdictions)) and solely in the case of an actual or perceived conflict of interest with respect to any such party, where such party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional counsel to all such affected parties taken as a whole), incurred by or asserted against any Indemnitee 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, (ii)the performancebythepartiesheretooftheirrespectiveobligationshereunderorthereunderorthe consummation of the Transactions or any other transactions contemplated hereby, (iii)any action taken in connection with this Agreement, including, but not limited to, the payment of principalinterestandfees,(iv)anyLoanorLetterofCreditortheuseoftheproceedstherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Creditifthedocumentspresentedinconnectionwithsuchdemanddonotstrictlycomplywith thetermsofsuchLetterofCredit), (v)anyactualorallegedpresence orreleaseofHazardous

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MaterialsonorfromanypropertyownedoroperatedbytheBorroweroranyofitsSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (vi)any actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory 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 Liabilitiesor related expenses(x)aredetermined byacourt of competent jurisdiction byfinal and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconductofsuchIndemniteeor(y)resultfromaclaimbroughtbytheBorroweroranyother Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee's obligationshereunderorunderanyotherLoanDocument,iftheBorrowerhasobtainedafinal andnon-appealablejudgmentinitsfavoronsuchclaimasdeterminedbyacourtofcompetent jurisdiction or (z) result from any disputes between or among any of the Indemnitees and not arising from any act or omission by the Borrower or any of its Affiliates, other than claims against anyIndemnitee(oritsAffiliates) initscapacityasanagent or arranger with respect to theLoanDocuments.ThisSection9.03(b)shallnotapplywithrespecttoTaxesotherthanany Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c)Each Lender severally agrees to pay any amount required to be paid by the Borrowerunderparagraphs(a),(b)or(d)ofthisSection9.03totheAdministrativeAgent,each Issuing Bank and each Swingline Lender, and each Related Party of any of the foregoing Persons(each,an"Agent-RelatedPerson")(totheextentnotreimbursedbytheBorrowerand withoutlimitingtheobligation ofthe Borrowertodo so), ratablyaccordingtotheir respective ApplicablePercentageineffectonthedateonwhichsuchpaymentissoughtunderthisSection (or,ifsuchpaymentissoughtafterthedateuponwhichtheCommitmentsshallhaveterminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentageimmediatelypriortosuchdate),fromandagainstanyandallLiabilitiesandrelated expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense,asthecasemaybe,wasincurredbyorassertedagainstsuchAgent-RelatedPersonin its capacity as such; providedfurther that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person's gross negligence or willful misconduct.The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d)To the extent permitted by applicable law (i) the Borrower and any Loan Party shall not assert, and the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent anyIssuingBankandanyLender,andanyRelatedPartyofanyoftheforegoingPersons(each such Person being called a "Lender-Related Person") for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (includingtheInternet),and(ii)nopartyheretoshallassert,andeachsuchpartyherebywaives,

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any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connectionwith,orasaresultof,thisAgreement,anyotherLoanDocument,oranyagreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(d) shall relieve the Borrower and each Loan Party of any obligation it may have to indemnify an Indemnitee, asprovidedinSection9.03(c),againstanyspecial,indirect,consequentialorpunitivedamages asserted against such Indemnitee by a third party.

(e)All amounts due under this Sectionshall be payable not later than ten Business Days after written demand therefor.

SECTION9.04.Successors and Assigns.(a)TheprovisionsofthisAgreementshallbebinding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i)the Borrowermaynotassignorotherwisetransferanyofitsrightsorobligationshereunderwithouttheprior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consentshallbenullandvoid)and(ii)noLendermayassignorotherwisetransferitsrightsorobligations hereunderexceptinaccordancewiththisSection.NothinginthisAgreement,expressedorimplied,shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph(c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i)Subject to the conditions set forth in paragraph(b)(ii)below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters of Credit and the Loans at thetime owingto it) with the prior written consent (each such consent not to be unreasonably withheld) of:

(A)the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided that no consent oftheBorrower shall berequired for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if anEventofDefaulthasoccurredandiscontinuingunderanyofclauses(a),(f)or (g)ofSection7.01,anyotherassignee;

(B)the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender(other than a DefaultingLender) with a Commitment immediately prior to giving effect to such assignment; and

(C)theIssuingBankandtheSwinglineLender,providedthatnoconsent of the Issuing Bank and Swingline Lender shall be required for an assignment of anyCommitment to an assignee that is a Lender(otherthan a DefaultingLender) with a Commitment immediately prior to giving effect to such assignment.

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(ii) Assignmentsshallbesubjecttothefollowingadditional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a LenderoranassignmentoftheentireremainingamountoftheassigningLender's Commitment or Loans of any Class, the amount of the Commitment or 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) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwiseconsent,provided that no such consent ofthe Borrowershallberequiredifan Eventof Default has occurred and is continuing;

(B)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, 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 Class of Commitments or Loans;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference (pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $3,500 payable to the Administrative Agent; and

(D)the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (whichmaycontainmaterialnon-publicinformationabouttheBorrower,theLoan PartiesandSubsidiariesandtheirrelatedpartiesortheirrespectivesecurities)will be made available and who may receive such information in accordance with the assignee's complianceproceduresandapplicablelaws,includingfederalandstate securities laws.

For the purposes of this Section9.04(b), the term "Approved Fund" and "Ineligible Institution" have the following meanings:

"ApprovedFund" means anyPerson(other thananaturalperson) thatis engaged in making, purchasing, holdingor investinginbankloans andsimilar extensionsof credit intheordinarycourseofitsbusinessandthatisadministeredormanagedby(a)aLender, (b) an Affiliate of a Lender or (c)an entity or an Affiliate of an entity that administers or manages a Lender.

"Ineligible Institution" means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a company, investment vehicle or trust for, or owned and operated for theprimarybenefitof,anaturalpersonorrelative(s)thereofor(d)theBorroweroranyof its Subsidiaries or Affiliates; provided that, such company, investment vehicle or trust referred to in clause(c) shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managedbyaprofessionaladvisor,whoisnotsuchnaturalpersonorarelativethereof,

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having significant experience in the business of making or purchasing commercial loans, and(z)hasassetsgreaterthan$50,000,000andasignificantpartofitsactivitiesconsistof making or purchasing commercial loans and similar extensions of credit in the ordinary courseofitsbusiness;provided,further,thatduringthecontinuanceofanEventofDefault, any Person (other than a Lender) shall be an Ineligible Institution if after giving effect to any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Total Revolving Credit Exposure or Commitments, as the case may be.

(iii)Subject to acceptance and recording thereof pursuant to paragraph(b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumptiontheassigneethereundershallbeapartyheretoand,totheextentoftheinterest assignedbysuchAssignmentandAssumption,havetherightsandobligationsofaLender 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 theassigningLender'srightsandobligationsunderthisAgreement,suchLendershallcease to be a party hereto but shall continue to be entitled to the benefits of Sections2.14, 2.15, 2.16and9.03).AnyassignmentortransferbyaLenderofrightsorobligationsunderthis AgreementthatdoesnotcomplywiththisSection9.04shallbetreatedforpurposesofthis Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)TheAdministrativeAgent,actingforthispurposeasanon-fiduciaryagentof the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumptiondeliveredtoitandaregisterfortherecordationofthenamesandaddressesof the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements 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, the Issuing Banks 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, notwithstanding noticetothecontrary.TheRegistershallbeavailableforinspectionbythe Borrower,the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)Uponitsreceiptof(x)adulycompletedAssignmentandAssumptionexecuted by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference (pursuant to an Approved ElectronicPlatformastowhichtheAdministrativeAgentandthepartiestotheAssignment and Assumption are participants), the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation feereferredtoinparagraph(b)ofthisSectionandanywrittenconsenttosuchassignment required by paragraph(b) of this Section, the Administrative Agent shall accept such AssignmentandAssumptionandrecordtheinformationcontainedthereinintheRegister; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section2.04(c), 2.05(d) or(e), 2.06(b), 2.17(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such AssignmentandAssumptionandrecordtheinformationthereinintheRegisterunlessand untilsuchpaymentshallhavebeenmadeinfull,togetherwithallaccruedinterestthereon. NoassignmentshallbeeffectiveforpurposesofthisAgreementunlessithasbeenrecorded in the Register as provided in this paragraph.

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(c)Any Lender may, without the consent of, or notice to, the Borrower, the AdministrativeAgent,theIssuingBanksortheSwinglineLender,sellparticipationstooneor more banks or other entities (a "Participant"), other than an Ineligible Institution, in all or a portionofsuchLender'srightsandobligationsunderthisAgreement(includingalloraportion of its Commitment and the Loans owing to it); provided that (A)such Lender's obligations underthisAgreementshallremainunchanged;(B)suchLendershallremainsolelyresponsible to the other parties hereto for the performance of such obligations; and (C)the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.Any agreement or instrument pursuant to which a Lender sells such a participationshallprovidethatsuchLendershallretainthesolerighttoenforcethisAgreement and to approve any amendment, modification or waiver of any provision of this Agreement; providedthatsuchagreementorinstrumentmayprovidethatsuchLenderwillnot,withoutthe consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section9.02(b) that affects such Participant.The Borrower agrees that each Participant shall be entitled to the benefits of Sections2.14, 2.15 and 2.16 (subject to the requirementsandlimitationstherein,includingtherequirementsunderSections2.16(f)and(g) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.16(g)willbedeliveredtotheBorrowerandtheAdministrativeAgent))tothesameextentas ifitwereaLenderandhadacquireditsinterestbyassignmentpursuanttoparagraph(b)ofthis Section;providedthatsuch Participant(A)agreestobesubjecttotheprovisionsofSection 2.18 as if it were an assignee under paragraph(b) ofthis Section; and (B) shall notbe entitled to receive any greater payment under Section 2.14 or 2.16, with respect to any participation, than its participating Lender 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 Participantacquiredtheapplicableparticipation.EachLenderthatsellsaparticipationagrees, attheBorrower'srequestandexpense,tousereasonableeffortstocooperatewiththeBorrower to effectuate the provisions of Section2.18(b) with respect to any Participant.To the extent permittedbylaw,eachParticipantalsoshallbeentitledtothebenefitsofSection9.08asthough it were a Lender; provided that such Participant agrees to be subject to Section2.17(c) 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 informationrelatingtoaParticipant'sinterestinanyCommitments,Loans,LettersofCreditor 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 inthe Participant Register shall be conclusive absent manifest error, and such Lender shall treateach Person whose name isrecordedinthe ParticipantRegisteras the owner of such participationforall purposes of thisAgreement notwithstandinganynotice 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.

(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Sectionshall notapplytoanysuchpledgeorassignmentofasecurityinterest;providedthatnosuchpledge

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orassignmentofasecurityinterestshallreleaseaLenderfromanyofitsobligationshereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION9.05.Survival.All covenants, agreements, representations and warranties made by the Borrower and Subsidiaries herein and in the certificates or other instruments delivered in connection withorpursuanttothisAgreementandtheotherLoanDocumentsshallbeconsideredtohavebeenrelied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any suchotherpartyor onitsbehalfandnotwithstandingthatthe Administrative Agent,anyIssuingBank, or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at thetimeanycreditisextendedhereunder,andshallcontinueinfullforceandeffectaslongastheprincipal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expiredorterminated.TheprovisionsofSections2.14,2.15,2.16and9.03andArticleVIIIshallsurvive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION9.06. Counterparts; Integration; Effectiveness; Electronic Execution.(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall be deemed an original, but all of which when taken together shall constitute a single contract.ThisAgreement,theotherLoanDocumentsandanyseparateletteragreementswithrespectto (i)fees payable to the Administrative Agent or any arranger in respect of the Commitments and (ii)the reductions of the Letter of Credit Commitment of any Issuing Bank 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,relatingto the subjectmatter hereof.Exceptas provided in Section4.01, thisAgreementshallbecomeeffectivewhenitshallhavebeenexecutedbytheAdministrativeAgentand whenthe Administrative Agent shallhave receivedcounterpartshereof which,whentakentogether,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.

(b)Deliveryofanexecutedcounterpartofasignaturepageof(x)thisAgreement,(y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby(eachan "AncillaryDocument")that is an Electronic Signature transmitted bytelecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement,suchotherLoanDocumentorsuchAncillaryDocument,asapplicable.Thewords "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces animageofanactualexecutedsignaturepage),eachofwhichshallbeofthesamelegaleffect, validityorenforceabilityasamanuallyexecutedsignature,physicaldeliverythereofortheuse of apaper-basedrecordkeepingsystem,asthecasemaybe; providedthat nothinghereinshall requiretheAdministrativeAgenttoacceptElectronicSignaturesinanyformorformatwithout its prior written consent and pursuantto procedures approved byit; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any ElectronicSignature,theAdministrativeAgentandeachoftheLendersshallbeentitledtorely

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on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation,inconnectionwithanyworkout,restructuring,enforcementofremedies,bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Documentshallhavethesamelegaleffect,validityandenforceabilityasanypaperoriginal, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person's business, and destroy the original paper document (and all suchelectronicrecordsshallbeconsideredanoriginalforallpurposesandshallhavethesame legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense orrighttocontestthelegaleffect,validityorenforceabilityofthisAgreement,anyotherLoan Documentand/oranyAncillaryDocumentbasedsolelyonthelackofpaperoriginalcopiesof this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-RelatedPersonforanyLiabilitiesarisingsolelyfromtheAdministrativeAgent'sand/or any Lender's reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signaturepage,includinganyLiabilitiesarisingasaresultofthefailureoftheBorrowerand/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION9.07. Severability.Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION9.08.Right of Setoff.If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any timeowing,bysuchLender,suchIssuingBankoranysuchAffiliate,toorforthecreditortheaccountof the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementoranyotherLoanDocumenttosuchLenderorsuchIssuingBankortheirrespectiveAffiliates, irrespective of whether or not such Lender, Issuing Bank 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 or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthatintheeventthatanyDefaultingLendershallexerciseanysuchrightofsetoff,(x)allamounts sosetoffshallbepaidoverimmediatelytotheAdministrativeAgentforfurtherapplicationinaccordance with the provisions of Section2.19 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, the IssuingBanks,andtheLenders,and(y) theDefaultingLendershallprovidepromptlytothe

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AdministrativeAgentastatementdescribinginreasonabledetailtheObligationsowingtosuchDefaulting Lender as to which it exercised such right of setoff.The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rightsofsetoff)thatsuchLender,suchIssuingBankortheirrespectiveAffiliatesmayhave.EachLender and Issuing Bank 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.

SECTION9.09. Governing Law; Jurisdiction; Consent to Service of Process.(a)This AgreementandtheotherLoanDocumentsshallbeconstruedinaccordancewithandgovernedbythelaw of the State of New York.

(b)Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, anyclaims brought against the Administrative Agent byanyLender relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c)Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the UnitedStates District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subjectmatterjurisdiction,theSupremeCourtoftheStateofNewYorksittingintheBorough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determinedinsuchFederal(totheextent permittedbylaw) orNewYorkStatecourt.Eachof the parties hereto agrees that a final judgment in any such action 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.Nothing in this Agreement or in any other Loan Document shall affectanyrightthattheAdministrativeAgent,anyIssuingBankoranyLendermayotherwise have to bring any action or proceeding relating to this Agreement against the Borrower, any Loan Party or its properties in the courts of any jurisdiction.

(d)Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullestextentitmaylegallyandeffectivelydoso,anyobjectionwhichitmaynoworhereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph(c) of this Section.Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted bylaw,thedefense ofaninconvenientforumtothe maintenance ofsuchactionorproceeding in any such court.

(e)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section9.01.Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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

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INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION9.11.Headings.Articleand Sectionheadings and the Table of Contents used herein areforconvenienceofreferenceonly,arenot partofthis Agreementandshall notaffecttheconstruction of, or be taken into consideration in interpreting, this Agreement.

SECTION9.12. Confidentiality.Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a)to its and its Affiliates' directors, officers, employees and agents, includingaccountants,legalcounselandotheradvisorswhoneedtoknowsuchInformationinconnection withtheTransactions(suchPersonbeingresponsibleforitsAffiliates'compliancewiththisparagraph)(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 requestedorrequiredbyanyGovernmentalAuthority(includinganyself-regulatoryauthority,suchasthe National Association of Insurance Commissioners, and any bank or securities examiners), in which case suchPersonagrees(exceptwithrespecttoanyauditorexaminationconductedbybankaccountantsorany self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited byapplicablelaw, to inform you promptlythereof prior to disclosure, (c)to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case such disclosing Person agrees, to the extent practicable and not prohibitedbyapplicablelaw,toinformtheBorrowerpromptlythereofpriortodisclosure),(d) toanyother partytothisAgreement,(e)inconnectionwiththeexerciseofsuchdisclosingPerson'sremedieshereunder or under its Fee Letter or in connection with any suit, action or proceeding relating to this Agreement or the enforcement of such disclosing Person's rights hereunder or under its Fee Letter, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i)any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii)any actual or prospective counterparty (or its advisors) to any swap or derivative transactionrelatingtotheBorroweranditsobligations,(g)onaconfidentialbasisto(1)anyratingagency inconnectionwithratingtheBorroweroritsSubsidiariesorthecreditfacilitiesprovidedforhereinor(2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein, (h)with the consent of the Borrower or (i)to the extent such Information (i) becomes publicly available other than as a result of a breach of this Sectionor (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower (or any of its Subsidiaries, agents, representatives or advisors, on behalf of the Borrower) that is not, to such Person's knowledge, subject to contractual or fiduciary confidentiality obligations owing to the Borrower with respect to such Information.For the purposes of this Section, "Information" means all information received fromor on behalf of the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry.Any Person required to maintaintheconfidentialityofInformationasprovidedinthisSectionshallbeconsideredtohavecomplied

94

withitsobligationtodosoifsuchPersonhasexercisedthesamedegreeofcaretomaintainthe confidentiality of such Information as such Person would accord to its own confidential information.

SECTION9.13.Material Non-Public Information.

(a)EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON- PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON- PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b)ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION9.14.Interest Rate Limitation.Notwithstanding anything herein to the contrary, if at anytimetheinterest rateapplicabletoanyLoan,together withall fees,chargesandother amountswhich are treated as interest on such Loan under applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, therate of interest payable inrespectofsuchLoanhereunder,togetherwithallChargespayableinrespectthereof,shallbelimitedto the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Sectionshall be cumulated andtheinterestandChargespayabletosuchLenderinrespectofotherLoansorperiodsshallbeincreased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

SECTION9.15. No Fiduciary Duty, etc.The Borrower acknowledges and agrees, and acknowledgesitsSubsidiaries'understanding,thatnoCreditPartywillhaveanyobligationsinconnection with the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm's length contractual counterpartytotheBorrowerwithrespecttotheLoanDocumentsandthetransactioncontemplatedtherein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower, anySubsidiary or any other PersoninconnectionwiththeTransactions.TheBorrower agreesthat it will notassert anyclaimagainst anyCreditPartybasedonanallegedbreachoffiduciarydutybysuchCreditPartyinconnectionwiththis Agreement and the transactions contemplated hereby.Additionally, the Borrower acknowledges and agreesthatnoCreditPartyisadvisingtheBorrowerastoanylegal,tax,investment,accounting,regulatory oranyothermattersinanyjurisdiction.TheBorrowershallconsultwithitsownadvisorsconcerningsuch

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matters to the extent it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect to such matters.

TheBorrowerfurtheracknowledgesandagrees,andacknowledgesitsSubsidiaries'understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.In the ordinary course of business, any Credit Party may provide investment banking and other financialservicesto,and/oracquire,holdorsell,foritsownaccountsandtheaccountsofcustomers,equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the BorrowerandothercompanieswithwhichtheBorrowermayhavecommercialorotherrelationships.With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services(includingfinancialadvisoryservices)to othercompaniesinrespect of whichtheBorrower mayhave conflictinginterests regardingthe transactions described herein and otherwise.No Credit Party willuseconfidentialinformationobtainedfromtheBorrowerbyvirtueofthetransactionscontemplatedby the Loan Documents or its other relationships with the Borrower in connection with the performance by suchCreditPartyofservicesforothercompanies,andnoCreditPartywillfurnishanysuchinformationto other companies.The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

SECTION9.16.Other Agency Titles.TheCo-Syndication Agents,Co-DocumentationAgents, Joint Lead Arrangers and Joint Bookrunners shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.Without limitingtheforegoing,noneofsuchLendersshallhaveorbedeemedtohaveafiduciaryrelationshipwith any Lender.Each Lender acknowledges that it has not relied, and will not rely, on the Co-Syndication Agents,Co-DocumentationAgents,JointLeadArrangersandJointBookrunnersindecidingtoenterinto thisAgreementoranyotherLoanDocumentorintakingornottakinganyactionhereunderorthereunder.

SECTION9.17.USA PATRIOT Act.EachLenderthatissubjecttotherequirementsoftheUSA Patriot Act (TitleIII of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act") hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifiesthe Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

SECTION9.18. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstandinganythingto the contraryin anyLoan Document or inanyother agreement, arrangement orunderstandingamonganysuchparties,eachpartyheretoacknowledgesthatanyliabilityofanyAffected FinancialInstitutionarisingunderanyLoanDocumentmaybesubjecttotheWrite-DownandConversion 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 party hereto that is an Affected Financial Institution; and

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(b) theeffectsofanyBail-InActiononanysuchliability,including,ifapplicable:

(i) areductioninfull orinpartorcancellationofanysuchliability;

(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 entity, or a bridgeinstitutionthatmaybeissuedtoitorotherwiseconferredonit,andthatsuchshares 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.

[Remainder of page intentionally left blank.]

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INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobedulyexecutedand delivered by their respective authorized officers as of the day and year first above written.

O'REILLYAUTOMOTIVE,INC.

By:​ ​

Name: Title:

CreditAgreement–Signature Page

JPMORGANCHASEBANK,N.A.,individuallyand as Administrative Agent, Swingline Lender and an Issuing Bank

By:​ ​

Name:

Title:

CreditAgreement–Signature Page

[OTHERBANKS],

By:​ ​

Name: Title:

CreditAgreement–Signature Page

CreditAgreement–Signature Page

4886-4795-3446v.758437-8

EX-31.1

Exhibit 31.1 - CEO Certification

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CERTIFICATIONS

I, Gregory D. Johnson, certify that:

1.    I have reviewed this report on Form 10-Q of O’Reilly Automotive, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 9, 2023	/s/	Gregory D. Johnson
		Gregory D. Johnson
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2 - CFO Certification

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CERTIFICATIONS

I, Jeremy A. Fletcher, certify that:

1.    I have reviewed this report on Form 10-Q of O’Reilly Automotive, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 9, 2023	/s/	Jeremy A. Fletcher
		Jeremy A. Fletcher
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1 - CEO Certification

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

O’REILLY AUTOMOTIVE, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of O’Reilly Automotive, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory D. Johnson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	Gregory D. Johnson
Gregory D. Johnson
Chief Executive Officer

May 9, 2023

This certification is made solely for purposes of 18 U.S.C. Section 1350, and not for any other purpose.  This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2 - CFO Certification

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

O’REILLY AUTOMOTIVE, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of O’Reilly Automotive, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy A. Fletcher, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	Jeremy A. Fletcher
Jeremy A. Fletcher
Chief Financial Officer

May 9, 2023

This certification is made solely for purposes of 18 U.S.C. Section 1350, and not for any other purpose.  This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Document and Entity Information
Document type	10-Q
Document quarterly report	true
Document transition report	false
Amendment flag	false
Current fiscal year end date	--12-31
Document period end date	Mar. 31, 2023
Document fiscal year focus	2023
Document fiscal period focus	Q1
Entity registrant name	O Reilly Automotive Inc
Entity central index key	0000898173
Entity incorporation, state	MO
Entity file number	000-21318
Entity tax identification number	27-4358837
Entity address, address	233 South Patterson Avenue
Entity address, city	Springfield
Entity address, postal zip code	65802
Entity address, state	MO
City area code	417
Local phone number	862-6708
Title of 12(b) security	Common Stock,
Trading symbol	ORLY
Security exchange name	NASDAQ
Entity current reporting status	Yes
Entity filer category	Large Accelerated Filer
Entity small business	false
Entity emerging growth company	false
Entity interactive data current	Yes
Entity shell company	false
Entity common stock, shares outstanding		60,878,940

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	[1]
Assets
Cash and cash equivalents	$ 59,872	$ 108,583
Accounts receivable, net	346,037	343,155
Amounts receivable from suppliers	128,758	127,019
Inventory	4,543,980	4,359,126
Other current assets	109,347	110,376
Total current assets	5,187,994	5,048,259
Property and equipment, at cost	7,649,066	7,438,065
Less: accumulated depreciation and amortization	3,090,010	3,014,024
Net property and equipment	4,559,056	4,424,041
Operating lease, right-of-use assets	2,166,646	2,112,267
Goodwill	892,094	884,445
Other assets, net	167,026	158,967
Total assets	12,972,816	12,627,979
Liabilities and shareholders' deficit
Accounts payable	6,055,992	5,881,157
Self-insurance reserves	136,723	138,926
Accrued payroll	111,324	126,888
Accrued benefits and withholdings	132,022	166,433
Income taxes payable	117,790	0
Current portion of operating lease liabilities	375,451	366,721
Other current liabilities	427,006	383,692
Total current liabilities	7,356,308	7,063,817
Long-term debt	4,927,678	4,371,653
Operating lease liabilities, less current portion	1,854,533	1,806,656
Deferred income taxes	249,903	245,347
Other liabilities	209,411	201,258
Shareholders' (equity) deficit:
Common stock, $0.01 par value: Authorized shares - 245,000,000 Issued and outstanding shares - 61,038,936 as of March 31, 2023, and 62,353,221 as of December 31, 2022	610	624
Additional paid-in capital	1,305,276	1,311,488
Retained deficit	(2,952,797)	(2,375,860)
Accumulated other comprehensive income	21,894	2,996
Total shareholders' deficit	(1,625,017)	(1,060,752)
Total liabilities and shareholders' deficit	$ 12,972,816	$ 12,627,979

[1] The balance sheet at December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	245,000,000	245,000,000
Common stock, shares issued	61,038,936	62,353,221
Common stock, shares outstanding	61,038,936	62,353,221

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Income
Sales	$ 3,707,864	$ 3,296,011
Cost of goods sold, including warehouse and distribution expenses	1,817,535	1,587,939
Gross profit	1,890,329	1,708,072
Selling, general and administrative expenses	1,173,684	1,038,542
Operating income	716,645	669,530
Other income (expense):
Interest expense	(44,572)	(34,841)
Interest income	868	510
Other, net	4,479	(1,938)
Total other expense	(39,225)	(36,269)
Income before income taxes	677,420	633,261
Provision for income taxes	160,535	151,381
Net income	$ 516,885	$ 481,880
Earnings per share-basic:
Earnings per share	$ 8.36	$ 7.24
Weighted-average common shares outstanding - basic	61,840	66,572
Earnings per share-assuming dilution:
Earnings per share	$ 8.28	$ 7.17
Weighted-average common shares outstanding - assuming dilution	62,398	67,190

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Comprehensive Income
Net income	$ 516,885	$ 481,880
Other comprehensive income (loss):
Foreign currency translation adjustments	18,898	5,063
Total other comprehensive income	18,898	5,063
Comprehensive income	$ 535,783	$ 486,943

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common stock [Member]	Additional paid-in capital [Member]	Retained earnings (deficit) [Member]	Accumulated other comprehensive income (loss) [Member]	Total
Balance at beginning of period at Dec. 31, 2021	$ 670	$ 1,305,508	$ (1,365,802)	$ (6,799)	$ (66,423)
Balance (in shares) at Dec. 31, 2021	67,029,000
Net income			481,880		481,880
Other comprehensive income (loss)				5,063	5,063
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes		4,882			4,882
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes, shares	8,000
Net issuance of common stock upon exercise of stock options	$ 1	15,438			15,439
Net issuance of common stock upon exercise of stock options, shares	50,000
Share-based compensation		6,094			6,094
Share repurchases, including fees	$ (12)	(22,851)	(752,345)		$ (775,208)
Share repurchases, including fees, shares	(1,167,000)				(1,167,000)
Balance at end of period at Mar. 31, 2022	$ 659	1,309,071	(1,636,267)	(1,736)	$ (328,273)
Balance (in shares) at Mar. 31, 2022	65,920,000
Balance at beginning of period at Dec. 31, 2022	$ 624	1,311,488	(2,375,860)	2,996	$ (1,060,752)	[1]
Balance (in shares) at Dec. 31, 2022	62,353,000				62,353,221
Net income			516,885		$ 516,885
Other comprehensive income (loss)				18,898	18,898
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes		5,293			5,293
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes, shares	8,000
Net issuance of common stock upon exercise of stock options		10,255			10,255
Net issuance of common stock upon exercise of stock options, shares	35,000
Share-based compensation		6,980			6,980
Share repurchases, including fees	$ (14)	(28,740)	(1,082,707)		$ (1,111,461)
Share repurchases, including fees, shares	(1,357,000)				(1,357,000)
Excise tax on share repurchases			(11,115)		$ (11,115)
Balance at end of period at Mar. 31, 2023	$ 610	$ 1,305,276	$ (2,952,797)	$ 21,894	$ (1,625,017)
Balance (in shares) at Mar. 31, 2023	61,039,000				61,038,936

[1] The balance sheet at December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net income	$ 516,885	$ 481,880
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles	93,747	82,923
Amortization of debt discount and issuance costs	1,215	1,102
Deferred income taxes	3,393	5,031
Share-based compensation programs	7,435	6,533
Other	29	1,007
Changes in operating assets and liabilities:
Accounts receivable	(2,610)	(33,678)
Inventory	(179,481)	(158,387)
Accounts payable	172,701	247,280
Income taxes payable	145,441	138,228
Other	(44,991)	(82,033)
Net cash provided by operating activities	713,764	689,886
Investing activities:
Purchases of property and equipment	(223,268)	(103,990)
Proceeds from sale of property and equipment	2,704	3,157
Investment in tax credit equity investments	0	(4,080)
Other	(956)	(68)
Net cash used in investing activities	(221,520)	(104,981)
Financing activities:
Proceeds from borrowings on revolving credit facility	1,216,000	0
Payments on revolving credit facility	(661,000)	0
Repurchases of common stock	(1,111,461)	(775,208)
Net proceeds from issuance of common stock	15,146	19,939
Other	(354)	(350)
Net cash used in financing activities	(541,669)	(755,619)
Effect of exchange rate changes on cash	714	147
Net decrease in cash and cash equivalents	(48,711)	(170,567)
Cash and cash equivalents at beginning of the period	108,583	362,113
Cash and cash equivalents at end of the period	59,872	191,546
Supplemental disclosures of cash flow information:
Income taxes paid	9,696	8,584
Interest paid, net of capitalized interest	$ 26,531	$ 31,514

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2023

Basis of Presentation

Basis of presentation

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of O’Reilly Automotive, Inc. and its subsidiaries (the “Company” or “O’Reilly”) have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Principles of consolidation:

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All inter-company balances and transactions have been eliminated in consolidation.    

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VARIABLE INTEREST ENTITIES

3 Months Ended

Mar. 31, 2023

Variable Interest Entities

Variable interest entities

NOTE 2 – VARIABLE INTEREST ENTITIES

The Company invests in certain tax credit funds that promote renewable energy.  These investments generate a return primarily through the realization of federal tax credits and other tax benefits.  The Company accounts for the tax attributes of its renewable energy investments using the deferral method.  Under this method, realized investment tax credits and other tax benefits are recognized as a reduction of the renewable energy tax credits.

The Company has determined its investment in these tax credit funds were investments in variable interest entities (“VIEs”).  The Company analyzes any investments in VIEs at inception and again if certain triggering events are identified to determine if it is the primary beneficiary.  The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIEs’ economic performance including, but not limited to, the ability to direct financing, leasing, construction, and other operating decisions and activities.  As of March 31, 2023, the Company had invested in six unconsolidated tax credit fund entities that were considered to be VIEs and concluded it was not the primary beneficiary of any of the entities, as it did not have the power to control the activities that most significantly impact the entities, and has therefore accounted for these investments using the equity method.  

The Company’s maximum exposure to losses associated with these VIEs is generally limited to its net investment, which was $36.9 million as of March 31, 2023, and was included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets.  As of March 31, 2023, the Company had commitments to make certain additional capital contributions to one of its tax credit funds totaling approximately $3.1 million upon achievement of project milestones by the solar energy farms, which was paid subsequent to the end of the first quarter.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

Fair Value Measurements

Fair value measurements

NOTE 3 – FAIR VALUE MEASUREMENTS

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).  The Company uses the income and market approaches to determine the fair value of its assets and liabilities.  The three levels of the fair value hierarchy are set forth below:

● Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

● Level 2 – Inputs other than quoted prices in active markets included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 – Unobservable inputs for the asset or liability.

Financial assets and liabilities measured at fair value on a recurring basis:

The Company invests in various marketable securities with the intention of selling these securities to fulfill its future unsecured obligations under the Company’s nonqualified deferred compensation plan.  See Note 11 for further information concerning the Company’s benefit plans.

The Company’s marketable securities were accounted for as trading securities and the carrying amount of its marketable securities were included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022.  The Company recorded an increase in fair value related to its marketable securities in the amount of $2.5 million and a decrease in fair value related to its marketable securities in the amount of $2.8 million for the three months ended March 31, 2023 and 2022, respectively, which were included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income.  

The tables below identify the estimated fair value of the Company’s marketable securities, determined by reference to quoted market prices (Level 1), as of March 31, 2023, and December 31, 2022 (in thousands):

	March 31, 2023
	Quoted Priced in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	53,321	$	—	$	—	$	53,321

	December 31, 2022
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	49,371	$	—	$	—	$	49,371

Non-financial assets and liabilities measured at fair value on a nonrecurring basis:

Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment.  These non-financial assets and liabilities may include assets acquired in a business combination or property and equipment that are determined to be impaired.  As of March 31, 2023, and December 31, 2022, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition.

Fair value of financial instruments:

The carrying amounts of the Company’s senior notes and unsecured revolving credit facility borrowings are included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022.  

The table below identifies the estimated fair value of the Company’s senior notes, using the market approach.  The fair value as of March 31, 2023, and December 31, 2022, was determined by reference to quoted market prices of the same or similar instruments (Level 2) (in thousands):

	March 31, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes	$	4,372,678	$	4,194,546	$	4,371,653	$	4,119,777

The carrying amount of the Company’s unsecured revolving credit facility approximates fair value (Level 2), as borrowings under the facility bear variable interest at current market rates.  See Note 6 for further information concerning the Company’s senior notes and unsecured revolving credit facility.

The accompanying Condensed Consolidated Balance Sheets include other financial instruments, including cash and cash equivalents, accounts receivable, amounts receivable from suppliers, and accounts payable.  Due to the short-term nature of these financial instruments, the Company believes that the carrying values of these instruments approximate their fair values.

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LEASES

3 Months Ended

Mar. 31, 2023

Leases

Leases

NOTE 4 – LEASES

The Company leases certain office space, retail stores, distribution centers, and equipment under long-term, non-cancelable operating leases.  The following table summarizes Total lease cost for the three months ended March 31, 2023 and 2022, which were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income (in thousands):

	For the Three Months Ended
	March 31,
	2023		2022
Operating lease cost	$	96,518	$	89,709
Short-term operating lease cost		3,704		2,777
Variable operating lease cost		24,471		23,457
Sublease income		(1,214)		(1,145)
Total lease cost	$	123,479	$	114,798

The following table summarizes other lease-related information for the three months ended March 31, 2023 and 2022:

		For the Three Months Ended
		March 31,
		2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities:
	Operating cash flows from operating leases	$	95,494	$	89,829
Right-of-use assets obtained in exchange for new operating lease liabilities			126,986		63,934

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SUPPLIER FINANCE PROGRAMS

3 Months Ended

Mar. 31, 2023

Supplier Finance Programs

Supplier Finance Programs

NOTE 5 – SUPPLIER FINANCE PROGRAMS

The Company has established and maintains supplier finance programs with certain third-party financial institutions, which allow participating merchandise suppliers to voluntarily elect to assign the Company’s payment obligations due to these merchandise suppliers to one of the designated third-party institutions.  Under these supplier finance programs, the Company has agreed to pay the third-party financial institutions the stated amount of confirmed merchandise supplier invoices on the original maturity dates of the invoices, which are generally for a term of one year.  The Company does not have any assets pledged as security or other forms of guarantees for the committed payment to the third-party financial institutions.  As of March 31, 2023, and December 31, 2022, the Company had obligations outstanding under these programs for invoices that were confirmed as valid to the third-party financial institutions in the amounts of $4.3 billion and $4.2 billion, respectively, which were included as a component of “Accounts payable” on the accompanying Condensed Consolidated Balance Sheets.      

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FINANCING

3 Months Ended

Mar. 31, 2023

Financing

Financing

NOTE 6 – FINANCING

The following table identifies the amounts included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022 (in thousands):

	March 31, 2023		December 31, 2022
Revolving Credit Facility, weighted-average variable interest rate of 6.900%	$	555,000	$	—
3.850% Senior Notes due 2023, effective interest rate of 3.851%		300,000		300,000
3.550% Senior Notes due 2026, effective interest rate of 3.570%		500,000		500,000
3.600% Senior Notes due 2027, effective interest rate of 3.619%		750,000		750,000
4.350% Senior Notes due 2028, effective interest rate of 4.383%		500,000		500,000
3.900% Senior Notes due 2029, effective interest rate of 3.901%		500,000		500,000
4.200% Senior Notes due 2030, effective interest rate of 4.205%		500,000		500,000
1.750% Senior Notes due 2031, effective interest rate of 1.798%		500,000		500,000
4.700% Senior Notes due 2032, effective interest rate of 4.740%		850,000		850,000
Total principal amount of debt		4,955,000		4,400,000
Less: Unamortized discount and debt issuance costs		27,322		28,347
Total long-term debt	$	4,927,678	$	4,371,653

Unsecured revolving credit facility:

The Company is party to a credit agreement dated June 15, 2021, as amended as of March 6, 2023 (the “Credit Agreement”).  The Credit Agreement provides for a five-year $1.8 billion unsecured revolving credit facility (the “Revolving Credit Facility”) arranged by

JPMorgan Chase Bank, N.A., which is scheduled to mature in June of 2026.  The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolving Credit Facility.  As described in the Credit Agreement governing the Revolving Credit Facility, the Company may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $900 million, provided that the aggregate amount of the commitments does not exceed $2.7 billion at any time.

On March 6, 2023, the Company entered into the First Amendment (the “Amendment”) to the credit agreement to convert the LIBOR based pricing to Secured Overnight Financing Rate (“SOFR”) based pricing.  The Amendment replaces an Adjusted LIBO Rate with an Adjusted Term SOFR Rate, comprised of the Term SOFR Rate plus 0.100%.  The Amendment made no other material changes to the terms of the credit agreement.

As of March 31, 2023, and December 31, 2022, the Company had outstanding letters of credit, primarily to support obligations related to workers’ compensation, general liability, and other insurance policies, under the Credit Agreement in the amounts of $5.0 million and $5.1 million, respectively, reducing the aggregate availability under the Credit Agreement by those amounts.  Substantially all of these outstanding letters of credit have a one-year term from the date of issuance.  

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest, at the Company’s option, at either an Alternate Base Rate or an Adjusted Term SOFR Rate (both as defined in the Credit Agreement) plus an applicable margin.  Swing line loans made under the Revolving Credit Facility bear interest at an Alternate Base Rate plus the applicable margin for Alternate Base Rate loans.  In addition, the Company pays a facility fee on the aggregate amount of the commitments under the Credit Agreement in an amount equal to a percentage of such commitments.  The interest rate margins and facility fee are based upon the better of the ratings assigned to the Company’s debt by Moody’s Investor Service, Inc. and Standard & Poor’s Ratings Services, subject to limited exceptions.  As of March 31, 2023, based upon the Company’s current credit ratings, its margin for Alternate Base Rate loans was 0.000%, its margin for Term Benchmark Revolving Loans was 0.900% and its facility fee was 0.100%.

The Credit Agreement contains certain covenants, including limitations on subsidiary indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00.  The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense to fixed charges.  Fixed charges include interest expense, capitalized interest, and rent expense.  The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense.  Adjusted debt includes outstanding debt, outstanding stand-by letters of credit, and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt.  In the event that the Company should default on any covenant (subject to customary grace periods, cure rights, and materiality thresholds) contained in the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement, and litigation from lenders.  As of March 31, 2023, the Company remained in compliance with all covenants under the Credit Agreement.

In addition to the letters of credit issued under the Credit Agreement described above, as of March 31, 2023, and December 31, 2022, respectively, the Company had additional outstanding letters of credit, primarily to support obligations under workers’ compensation, general liability, and other insurance policies, in the amount of $111.7 million and $96.6 million.  Substantially all of these letters of credit have a one-year term from the date of issuance and were not issued under the Company’s Credit Agreement or another committed facility.

Senior notes:

As of March 31, 2023, the Company has issued and outstanding a cumulative $4.4 billion aggregate principal amount of unsecured senior notes, which are due between 2023 and 2032, with UMB Bank, N.A. and U.S. Bank Trust Company, National Association as trustees.  Interest on the senior notes, ranging from 1.750% to 4.700%, is payable semi-annually and is computed on the basis of a 360-day year.  The $300 million aggregate principal amount of unsecured 3.850% Senior Notes due 2023 was included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheet as of March 31, 2023, and December 31, 2022, as the Company has the ability and intent to refinance these notes on a long-term basis.  None of the Company’s subsidiaries is a guarantor under the senior notes.  Each of the senior notes is subject to certain customary covenants, with which the Company complied as of March 31, 2023.      

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WARRANTIES

3 Months Ended

Mar. 31, 2023

Warranties

Warranties

NOTE 7 – WARRANTIES

The Company provides warranties on certain merchandise it sells with warranty periods ranging from 30 days to limited lifetime warranties. The risk of loss arising from warranty claims is typically the obligation of the Company’s suppliers. Certain suppliers provide upfront allowances to the Company in lieu of accepting the obligation for warranty claims.  For this merchandise, when sold, the Company bears the risk of loss associated with the cost of warranty claims.  Differences between supplier allowances received by the Company, in lieu of warranty obligations and estimated warranty expense, are recorded as an adjustment to cost of sales.  Estimated

warranty costs, which are recorded as obligations at the time of sale, are based on the historical failure rate of each individual product line.  The Company’s historical experience has been that failure rates are relatively consistent over time and that the ultimate cost of warranty claims to the Company has been driven by volume of units sold as opposed to fluctuations in failure rates or the variation of the cost of individual claims.

The Company’s product warranty liabilities are included in “Other current liabilities” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022; the following table identifies the changes in the Company’s aggregate product warranty liabilities for the three months ended March 31, 2023 (in thousands):

Warranty liabilities, balance at December 31, 2022	$	98,564
Warranty claims		(38,626)
Warranty accruals		39,219
Foreign currency translation		41
Warranty liabilities, balance at March 31, 2023	$	99,198

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SHARE REPURCHASE PROGRAM

3 Months Ended

Mar. 31, 2023

Share Repurchase Program

Share repurchase program

NOTE 8 – SHARE REPURCHASE PROGRAM

In January of 2011, the Company’s Board of Directors approved a share repurchase program. Under the program, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements, and overall market conditions.  The Company’s Board of Directors may increase or otherwise modify, renew, suspend, or terminate the share repurchase program at any time, without prior notice.  As announced on November 15, 2022, the Company’s Board of Directors approved a resolution to increase the authorization amount under the share repurchase program by an additional $1.5 billion, resulting in a cumulative authorization amount of $21.8 billion.  The additional authorization is effective for three years, beginning on its respective announcement date.

The following table identifies shares of the Company’s common stock that have been repurchased as part of the Company’s publicly announced share repurchase program for the three months ended March 31, 2023 and 2022 (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2023		2022
Shares repurchased		1,357		1,167
Average price per share	$	819.06	$	664.15
Total investment	$	1,111,447	$	775,196

As of March 31, 2023, the Company had $611.9 million remaining under its share repurchase authorization.  Excise tax on shares repurchased, assessed at one percent of the fair market value of net shares repurchased, was $11.1 million for the three months ended March 31, 2023.

Subsequent to the end of the first quarter and through May 9, 2023, the Company repurchased 0.2 million additional shares of its common stock under its share repurchase program, at an average price of $867.43, for a total investment of $152.2 million.  The Company has repurchased a total of 92.0 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through May 9, 2023, at an average price of $231.29, for a total aggregate investment of $21.3 billion.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 Months Ended

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) includes adjustments for foreign currency translations. The tables below summarize activity for changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2023 and 2022 (in thousands):

	Foreign		Total Accumulated Other
	Currency (1)		Comprehensive Income
Accumulated other comprehensive income, balance at December 31, 2022	$	2,996	$	2,996
Change in accumulated other comprehensive income		18,898		18,898
Accumulated other comprehensive income, balance at March 31, 2023	$	21,894	$	21,894

	Foreign		Total Accumulated Other
	Currency (1)		Comprehensive Loss
Accumulated other comprehensive loss, balance at December 31, 2021	$	(6,799)	$	(6,799)
Change in accumulated other comprehensive income		5,063		5,063
Accumulated other comprehensive loss, balance at March 31, 2022	$	(1,736)	$	(1,736)

(1) Foreign currency translation is not shown net of additional U.S. tax, as other basis differences of non-U.S. subsidiaries are intended to be permanently reinvested.

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REVENUE

3 Months Ended

Mar. 31, 2023

Revenue

Revenue

NOTE 10 – REVENUE

The table below identifies the Company’s revenues disaggregated by major customer type for the three months ended March 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	March 31,
	2023		2022
Sales to do-it-yourself customers	$	1,918,467	$	1,815,814
Sales to professional service provider customers		1,711,964		1,399,364
Other sales and sales adjustments		77,433		80,833
Total sales	$	3,707,864	$	3,296,011

See Note 7 for information concerning the expected costs associated with the Company’s assurance warranty obligations.

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SHARE-BASED COMPENSATION AND BENEFIT PLANS

3 Months Ended

Mar. 31, 2023

Share-Based Compensation and Benefit Plans

Share-based compensation and benefit plans

NOTE 11 – SHARE-BASED COMPENSATION AND BENEFIT PLANS

The Company recognizes share-based compensation expense based on the fair value of the grants, awards, or shares at the time of the grant, award, or issuance.  Share-based compensation includes stock option awards, restricted stock awards, and stock appreciation rights issued under the Company’s incentive plans and stock issued through the Company’s employee stock purchase plan.

Stock options:

The Company’s incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company.  Employee stock options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant.  Employee stock options granted under the plans expire after 10 years and typically vest 25% per year, over four years.  The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period.

The table below identifies stock option activity under these plans during the three months ended March 31, 2023 (in thousands, except per share data):

	Shares	Weighted- Average
	(in thousands)	Exercise Price
Outstanding at December 31, 2022	1,069	$	356.76
Granted	62		829.83
Exercised	(35)		291.35
Forfeited or expired	(5)		557.30
Outstanding at March 31, 2023	1,091	$	385.00
Exercisable at March 31, 2023	803	$	302.61

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including the risk-free rate, expected life, expected volatility, and expected dividend yield.

● Risk-free interest rate – The United States Treasury rates in effect at the time the options are granted for the options’ expected life.

● Expected life – Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.

● Expected volatility – Measure of the amount, by which the Company’s stock price is expected to fluctuate, based on a historical trend.

● Expected dividend yield – The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends.

The table below identifies the weighted-average assumptions used for grants awarded during the three months ended March 31, 2023 and 2022:

	March 31,
	2023		2022
Risk free interest rate	3.91	%	1.61	%
Expected life	6.5	Years	6.5	Years
Expected volatility	29.1	%	28.5	%
Expected dividend yield	—	%	—	%

The following table summarizes activity related to stock options awarded by the Company for the three months ended March 31, 2023 and 2022 (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2023		2022
Compensation expense for stock options awarded	$	6,119	$	5,301
Income tax benefit from compensation expense related to stock options		1,534		1,346
Weighted-average grant-date fair value of options awarded	$	318.08	$	217.68

The remaining unrecognized compensation expense related to unvested stock option awards at March 31, 2023, was $48.2 million, and the weighted-average period of time over which this cost will be recognized is 2.8 years.

Other share-based compensation plans:

The Company sponsors other share-based compensation plans:  an employee stock purchase plan and incentive plans that provide for the awarding of shares of restricted stock to certain key employees and directors.  The Company’s employee stock purchase plan (the “ESPP”) permits eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value.  The fair value of shares issued under the ESPP is based on the average of the high and low market prices of the Company’s common stock during the offering periods, and compensation expense is recognized based on the discount between the fair value and the employee purchase price for the shares sold to employees.  Restricted stock awarded under the incentive plans to certain key employees and directors vests after one-year or evenly over a three-year period and is held in escrow until such vesting has occurred.  The fair value of shares awarded under the incentive plans is based on the closing market price of the Company’s common stock on the date of the award, and compensation expense is recorded evenly over the vesting period or the minimum required service period.

The table below summarizes activity related to the Company’s other share-based compensation plans for the three months ended March 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	March 31,
	2023		2022
Compensation expense for shares issued under the ESPP	$	861	$	793
Income tax benefit from compensation expense related to shares issued under the ESPP		216		201
Compensation expense for restricted shares awarded		455		439
Income tax benefit from compensation expense related to restricted awards	$	114	$	112

Profit sharing and savings plan:

The Company sponsors a contributory profit sharing and savings plan (the “401(k) Plan”) that covers substantially all employees who are at least 21 years of age.  The Company makes matching contributions equal to 100% of the first 2% of each employee’s wages that are contributed and 25% of the next 4% of each employee’s wages that are contributed.  The Company may also make additional discretionary profit sharing contributions to the 401(k) Plan on an annual basis as determined by the Board of Directors.  The Company did not make any discretionary contributions to the 401(k) Plan during the three months ended March 31, 2023 or 2022.  The Company expensed matching contributions under the 401(k) Plan in the amount of $9.6 million and $8.6 million for the three months ended March 31, 2023 and 2022, respectively, which were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.  

Nonqualified deferred compensation plan:

The Company sponsors a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for highly compensated employees whose contributions to the 401(k) Plan are limited due to the application of the annual limitations under the Internal Revenue Code.  The Company may make discretionary contributions to the Deferred Compensation Plan on an annual basis as determined by the Board of Directors.  In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors.  The Company has an unsecured obligation to pay, in the future, the value of the deferred compensation and Company match, if applicable, adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period.  See Note 3 for further information concerning the Company’s marketable securities held to fulfill our future unsecured obligations under this plan.

The liability for compensation deferred under the Deferred Compensation Plan was $53.3 million and $49.4 million as of March 31, 2023, and December 31, 2022, respectively, which was included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets.  The Company did not make any discretionary contributions to the Deferred Compensation Plan during the three months ended March 31, 2023 or 2022.  The Company expensed matching contributions under the Deferred Compensation Plan in the amount of less than $0.1 million for each of the three months ended March 31, 2023 and 2022, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.    

Stock appreciation rights:

The Company’s incentive plans provide for the granting of stock appreciation rights, which expire after 10 years and vest 25% per year, over four years, and are settled in cash.  As of March 31, 2023, and December 31, 2022, respectively, there were 14,748 and 13,159 stock appreciation rights outstanding.  During the three months ended March 31, 2023, there were 1,714 stock appreciation rights granted and 125 stock appreciation rights exercised.  The liability for compensation to be paid for redeemed stock appreciation rights was $3.2 million and $2.9 million as of March 31, 2023, and December 31, 2022, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets.  The Company recorded compensation expense for stock appreciation rights in the amount of $0.3 million and compensation benefit for stock appreciation rights in the amount of less than $0.1 million for the three months ended March 31, 2023 and 2022, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.    

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COMMITMENTS

3 Months Ended

Mar. 31, 2023

Commitments

Commitments

NOTE 12 – COMMITMENTS

Renewable energy tax credits:

The Company has entered into an agreement to purchase federal renewable energy tax credits (“RETC”).  As of March 31, 2023, the Company has committed to purchase approximately $300 million RETCs upon the credit transfer date, which is anticipated to occur by September of 2024.  

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share

Earnings per share

NOTE 13 – EARNINGS PER SHARE

The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2023 and 2022 (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2023		2022
Numerator (basic and diluted):
Net income	$	516,885	$	481,880
Denominator:
Weighted-average common shares outstanding – basic		61,840		66,572
Effect of stock options (1)		558		618
Weighted-average common shares outstanding – assuming dilution		62,398		67,190
Earnings per share:
Earnings per share-basic	$	8.36	$	7.24
Earnings per share-assuming dilution	$	8.28	$	7.17
Antidilutive potential common shares not included in the calculation of diluted earnings per share:
Stock options (1)		149		115
Weighted-average exercise price per share of antidilutive stock options (1)	$	725.14	$	657.14

(1) See Note 11 for further information concerning the terms of the Company’s share-based compensation plans.

For the three months ended March 31, 2023 and 2022, the computation of diluted earnings per share did not include certain securities. These securities represent underlying stock options not included in the computation of diluted earnings per share, because the inclusion of such equity awards would have been antidilutive.

See Note 8 for information concerning the Company’s subsequent share repurchases.  

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LEGAL MATTERS

3 Months Ended

Mar. 31, 2023

Legal Matters

Legal matters

NOTE 14 – LEGAL MATTERS

The Company is currently involved in litigation incidental to the ordinary conduct of the Company’s business.  Based on existing facts and historical patterns, the Company accrues for litigation losses in instances where an adverse outcome is probable and the Company is able to reasonably estimate the probable loss in accordance with Accounting Standard Codification 450-20.  The Company also accrues for an estimate of legal costs to be incurred for litigation matters.  Although the Company cannot ascertain the amount of liability that it may incur from legal matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.  

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RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2023

Recent Accounting Pronouncements

Recent accounting pronouncements

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

In September of 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50):  Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”).  ASU 2022-04 enhances the transparency of supplier finance programs.  Under ASU 2022-04, a buyer in a supplier finance program would be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.  ASU 2022-04 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.  ASU 2022-04 allows for early adoption and requires retrospective adoption, except on rollforward information, which should be applied prospectively.  The Company adopted this guidance, using the retrospective adoption method, beginning with its first quarter ending March 31, 2023, with the exception, as stated in the guidance, of the rollforward information, which will be adopted prospectively, disclosure for which will be effective with the Company’s fiscal year beginning after December 15, 2023.  The application of this new guidance did not have a material impact on the Company’s consolidated financial condition, results of operations or cash flows, as the guidance requires disclosure only.  See Note 5 for further information concerning the Company’s supplier finance programs.  

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2023

Basis of Presentation.

Principles of consolidation, policy

Principles of consolidation:

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All inter-company balances and transactions have been eliminated in consolidation.    

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VARIABLE INTEREST ENTITIES (Policies)

3 Months Ended

Mar. 31, 2023

Variable Interest Entities

Variable interest entities, policy

The Company invests in certain tax credit funds that promote renewable energy.  These investments generate a return primarily through the realization of federal tax credits and other tax benefits.  The Company accounts for the tax attributes of its renewable energy investments using the deferral method.  Under this method, realized investment tax credits and other tax benefits are recognized as a reduction of the renewable energy tax credits.

The Company has determined its investment in these tax credit funds were investments in variable interest entities (“VIEs”).  The Company analyzes any investments in VIEs at inception and again if certain triggering events are identified to determine if it is the primary beneficiary.  The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIEs’ economic performance including, but not limited to, the ability to direct financing, leasing, construction, and other operating decisions and activities.  As of March 31, 2023, the Company had invested in six unconsolidated tax credit fund entities that were considered to be VIEs and concluded it was not the primary beneficiary of any of the entities, as it did not have the power to control the activities that most significantly impact the entities, and has therefore accounted for these investments using the equity method.  

The Company’s maximum exposure to losses associated with these VIEs is generally limited to its net investment, which was $36.9 million as of March 31, 2023, and was included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets.  As of March 31, 2023, the Company had commitments to make certain additional capital contributions to one of its tax credit funds totaling approximately $3.1 million upon achievement of project milestones by the solar energy farms, which was paid subsequent to the end of the first quarter.

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FAIR VALUE MEASUREMENTS (Policies)

3 Months Ended

Mar. 31, 2023

Fair Value Measurements

Fair value of financial instruments

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).  The Company uses the income and market approaches to determine the fair value of its assets and liabilities.  The three levels of the fair value hierarchy are set forth below:

● Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

● Level 2 – Inputs other than quoted prices in active markets included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 – Unobservable inputs for the asset or liability.

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WARRANTIES (Policies)

3 Months Ended

Mar. 31, 2023

Warranties

Warranties, policy

The Company provides warranties on certain merchandise it sells with warranty periods ranging from 30 days to limited lifetime warranties. The risk of loss arising from warranty claims is typically the obligation of the Company’s suppliers. Certain suppliers provide upfront allowances to the Company in lieu of accepting the obligation for warranty claims.  For this merchandise, when sold, the Company bears the risk of loss associated with the cost of warranty claims.  Differences between supplier allowances received by the Company, in lieu of warranty obligations and estimated warranty expense, are recorded as an adjustment to cost of sales.  Estimated

warranty costs, which are recorded as obligations at the time of sale, are based on the historical failure rate of each individual product line.  The Company’s historical experience has been that failure rates are relatively consistent over time and that the ultimate cost of warranty claims to the Company has been driven by volume of units sold as opposed to fluctuations in failure rates or the variation of the cost of individual claims.

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Measurements

Valuation of marketable securities

The tables below identify the estimated fair value of the Company’s marketable securities, determined by reference to quoted market prices (Level 1), as of March 31, 2023, and December 31, 2022 (in thousands):

	March 31, 2023
	Quoted Priced in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	53,321	$	—	$	—	$	53,321

	December 31, 2022
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	49,371	$	—	$	—	$	49,371

Valuation of senior notes

	March 31, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes	$	4,372,678	$	4,194,546	$	4,371,653	$	4,119,777

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LEASES (Tables)

3 Months Ended

Mar. 31, 2023

Leases

Summary of total lease cost

	For the Three Months Ended
	March 31,
	2023		2022
Operating lease cost	$	96,518	$	89,709
Short-term operating lease cost		3,704		2,777
Variable operating lease cost		24,471		23,457
Sublease income		(1,214)		(1,145)
Total lease cost	$	123,479	$	114,798

Other lease related information

		For the Three Months Ended
		March 31,
		2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities:
	Operating cash flows from operating leases	$	95,494	$	89,829
Right-of-use assets obtained in exchange for new operating lease liabilities			126,986		63,934

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FINANCING (Tables)

3 Months Ended

Mar. 31, 2023

Financing

Outstanding financing facilities

	March 31, 2023		December 31, 2022
Revolving Credit Facility, weighted-average variable interest rate of 6.900%	$	555,000	$	—
3.850% Senior Notes due 2023, effective interest rate of 3.851%		300,000		300,000
3.550% Senior Notes due 2026, effective interest rate of 3.570%		500,000		500,000
3.600% Senior Notes due 2027, effective interest rate of 3.619%		750,000		750,000
4.350% Senior Notes due 2028, effective interest rate of 4.383%		500,000		500,000
3.900% Senior Notes due 2029, effective interest rate of 3.901%		500,000		500,000
4.200% Senior Notes due 2030, effective interest rate of 4.205%		500,000		500,000
1.750% Senior Notes due 2031, effective interest rate of 1.798%		500,000		500,000
4.700% Senior Notes due 2032, effective interest rate of 4.740%		850,000		850,000
Total principal amount of debt		4,955,000		4,400,000
Less: Unamortized discount and debt issuance costs		27,322		28,347
Total long-term debt	$	4,927,678	$	4,371,653

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WARRANTIES (Tables)

3 Months Ended

Mar. 31, 2023

Warranties

Changes in product warranty liabilities

Warranty liabilities, balance at December 31, 2022	$	98,564
Warranty claims		(38,626)
Warranty accruals		39,219
Foreign currency translation		41
Warranty liabilities, balance at March 31, 2023	$	99,198

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SHARE REPURCHASE PROGRAM (Tables)

3 Months Ended

Mar. 31, 2023

Share Repurchase Program

Schedule of shares repurchased

	For the Three Months Ended
	March 31,
	2023		2022
Shares repurchased		1,357		1,167
Average price per share	$	819.06	$	664.15
Total investment	$	1,111,447	$	775,196

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

3 Months Ended

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss)

Summary of activity for changes in accumulated other comprehensive income (loss)

	Foreign		Total Accumulated Other
	Currency (1)		Comprehensive Income
Accumulated other comprehensive income, balance at December 31, 2022	$	2,996	$	2,996
Change in accumulated other comprehensive income		18,898		18,898
Accumulated other comprehensive income, balance at March 31, 2023	$	21,894	$	21,894

	Foreign		Total Accumulated Other
	Currency (1)		Comprehensive Loss
Accumulated other comprehensive loss, balance at December 31, 2021	$	(6,799)	$	(6,799)
Change in accumulated other comprehensive income		5,063		5,063
Accumulated other comprehensive loss, balance at March 31, 2022	$	(1,736)	$	(1,736)

(1) Foreign currency translation is not shown net of additional U.S. tax, as other basis differences of non-U.S. subsidiaries are intended to be permanently reinvested.

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REVENUE (Tables)

3 Months Ended

Mar. 31, 2023

Revenue

Disaggregation of revenue

	For the Three Months Ended
	March 31,
	2023		2022
Sales to do-it-yourself customers	$	1,918,467	$	1,815,814
Sales to professional service provider customers		1,711,964		1,399,364
Other sales and sales adjustments		77,433		80,833
Total sales	$	3,707,864	$	3,296,011

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2023

Employee stock option [Member]

Share-Based Compensation and Benefit Plans

Summary of stock options

	Shares	Weighted- Average
	(in thousands)	Exercise Price
Outstanding at December 31, 2022	1,069	$	356.76
Granted	62		829.83
Exercised	(35)		291.35
Forfeited or expired	(5)		557.30
Outstanding at March 31, 2023	1,091	$	385.00
Exercisable at March 31, 2023	803	$	302.61

Black-Scholes option pricing model

	March 31,
	2023		2022
Risk free interest rate	3.91	%	1.61	%
Expected life	6.5	Years	6.5	Years
Expected volatility	29.1	%	28.5	%
Expected dividend yield	—	%	—	%

Summary of activity of share-based compensation and benefit plans

	For the Three Months Ended
	March 31,
	2023		2022
Compensation expense for stock options awarded	$	6,119	$	5,301
Income tax benefit from compensation expense related to stock options		1,534		1,346
Weighted-average grant-date fair value of options awarded	$	318.08	$	217.68

Restricted stock [Member]

Share-Based Compensation and Benefit Plans

Summary of activity of share-based compensation and benefit plans

	For the Three Months Ended
	March 31,
	2023		2022
Compensation expense for shares issued under the ESPP	$	861	$	793
Income tax benefit from compensation expense related to shares issued under the ESPP		216		201
Compensation expense for restricted shares awarded		455		439
Income tax benefit from compensation expense related to restricted awards	$	114	$	112

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share

Computation of basic and diluted earnings per share

	For the Three Months Ended
	March 31,
	2023		2022
Numerator (basic and diluted):
Net income	$	516,885	$	481,880
Denominator:
Weighted-average common shares outstanding – basic		61,840		66,572
Effect of stock options (1)		558		618
Weighted-average common shares outstanding – assuming dilution		62,398		67,190
Earnings per share:
Earnings per share-basic	$	8.36	$	7.24
Earnings per share-assuming dilution	$	8.28	$	7.17
Antidilutive potential common shares not included in the calculation of diluted earnings per share:
Stock options (1)		149		115
Weighted-average exercise price per share of antidilutive stock options (1)	$	725.14	$	657.14

(1) See Note 11 for further information concerning the terms of the Company’s share-based compensation plans.

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VARIABLE INTEREST ENTITIES (Narrative) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) entity
Basis of Presentation
Number of unconsolidated tax credit fund entities that were considered to be Variable Interest Entities | entity	6
Equity method investment in VIEs, net	$ 36.9
Capital contributions	$ 3.1

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FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Fair Value Measurements
Increase (decrease) in fair value of marketable securities	$ 2.5	$ (2.8)
Non-financial assets and liabilities measured at fair value on a nonrecurring basis	$ 0.0		$ 0.0

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FAIR VALUE MEASUREMENTS (Fair Value of Marketable Securities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Estimated fair value of marketable securities	$ 53,321	$ 49,371
Fair value, inputs, Level 1 [Member]
Fair Value Measurements
Estimated fair value of marketable securities	$ 53,321	$ 49,371

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FAIR VALUE MEASUREMENTS (Fair Value of Senior Notes) (Details) - Fair value, inputs, Level 2 [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Carrying amount of senior notes	$ 4,372,678	$ 4,371,653
Estimated fair value of senior notes	$ 4,194,546	$ 4,119,777

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LEASES (Summary of Total Lease Cost) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating lease cost	$ 96,518	$ 89,709
Short-term operating lease cost	3,704	2,777
Variable operating lease cost	24,471	23,457
Sublease income	(1,214)	(1,145)
Total lease cost	$ 123,479	$ 114,798

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LEASES (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Cash paid for amounts included in the measurement of operating lease liabilities, operating cash flows from operating leases	$ 95,494	$ 89,829
Right-of-use asset obtained in exchange for new operating lease liability	$ 126,986	$ 63,934

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SUPPLIER FINANCE PROGRAMS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Accounts payable, trade	$ 4,300,000	$ 4,200,000
Supplier Finance Programs [Member]
Debt Instrument [Line Items]
Debt instrument term	1 year
Assets pledged as security or other forms of guarantees	$ 0

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FINANCING (Unsecured Revolving Credit Facility) (Narrative) (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Letter of credit [Member]
Financing
Letters of credit	$ 111.7	$ 111.7	$ 96.6
Line of credit facility [Member]
Financing
Line of credit facility covenant compliance		As of March 31, 2023, the Company remained in compliance with all covenants under the Credit Agreement.
Line of credit facility [Member] | Unsecured debt [Member]
Financing
Credit agreement inception date		Jun. 15, 2021
Number of years in credit facility, term	5 years	5 years
Current maximum borrowing capacity under credit facility	$ 1,800.0	$ 1,800.0
Maximum aggregate increase to credit facility allowable		900.0
Maximum aggregate capacity of credit facility allowable		2,700.0
Letters of credit	$ 5.0	$ 5.0	$ 5.1
Line of credit facility fee percentage		0.10%
Minimum debt instrument consolidated fixed charge coverage ratio covenant		2.50
Maximum debt instrument consolidated leverage ratio covenant		3.50
Line of credit facility [Member] | Unsecured debt [Member] | Spread over Alternate Base rate [Member]
Financing
Line of credit current interest rate		0.00%
Line of credit facility [Member] | Unsecured debt [Member] | Spread over Term Benchmark Revolving Loans rate [Member]
Financing
Line of credit current interest rate		0.90%
Line of credit facility [Member] | Unsecured debt [Member] | Spread over Secured Overnight Financing Rate [Member]
Financing
Line of credit current interest rate	0.10%
Line of credit facility [Member] | Unsecured debt [Member] | Letter of credit [Member]
Financing
Line of credit facility sublimit		$ 200.0
Line of credit facility [Member] | Unsecured debt [Member] | Swing line revolver [Member]
Financing
Line of credit facility sublimit		$ 75.0

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FINANCING (Senior Notes) (Narrative) (Details) - Senior notes [Member] $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) entity D	Dec. 31, 2022
Financing
Face amount of senior notes	$ 4,400
Number of days in annual interest calculation period | D	360
Number of guarantors under the senior notes | entity	0
Debt instrument covenant compliance	Each of the senior notes is subject to certain customary covenants, with which the Company complied as of March 31, 2023.
Minimum [Member]
Financing
Interest rate of senior notes	1.75%
Maximum [Member]
Financing
Interest rate of senior notes	4.70%
3.850% Senior Notes due 2023 [Member]
Financing
Face amount of senior notes	$ 300
Interest rate of senior notes	3.85%	3.85%
4.700% Senior Notes due 2032 [Member]
Financing
Interest rate of senior notes	4.70%	4.70%

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FINANCING (Outstanding Financing Facilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Financing
Total principal amount of debt	$ 4,955,000	$ 4,400,000
Less: Unamortized discount and debt issuance costs	27,322	28,347
Total long-term debt	4,927,678	4,371,653	[1]
Revolving Credit Facility [Member] | Revolving Credit Facility [Member]
Financing
Revolving credit facility	$ 555,000
Unsecured revolving credit facility, weighted-average variable interest rate	6.90%
Senior notes [Member]
Financing
Senior notes, principal amount	$ 4,400,000
Senior notes [Member] | 3.850% Senior Notes due 2023 [Member]
Financing
Senior notes	300,000	$ 300,000
Senior notes, principal amount	$ 300,000
Interest rate of senior notes	3.85%	3.85%
Senior notes, effective interest rate	3.851%	3.851%
Senior notes [Member] | 3.550% Senior Notes due 2026 [Member]
Financing
Senior notes	$ 500,000	$ 500,000
Interest rate of senior notes	3.55%	3.55%
Senior notes, effective interest rate	3.57%	3.57%
Senior notes [Member] | 3.600% Senior Notes due 2027 [Member]
Financing
Senior notes	$ 750,000	$ 750,000
Interest rate of senior notes	3.60%	3.60%
Senior notes, effective interest rate	3.619%	3.619%
Senior notes [Member] | 4.350% Senior Notes due 2028 [Member]
Financing
Senior notes	$ 500,000	$ 500,000
Interest rate of senior notes	4.35%	4.35%
Senior notes, effective interest rate	4.383%	4.383%
Senior notes [Member] | 3.900% Senior Notes due 2029 [Member]
Financing
Senior notes	$ 500,000	$ 500,000
Interest rate of senior notes	3.90%	3.90%
Senior notes, effective interest rate	3.901%	3.901%
Senior notes [Member] | 4.200% Senior Notes due 2030 [Member]
Financing
Senior notes	$ 500,000	$ 500,000
Interest rate of senior notes	4.20%	4.20%
Senior notes, effective interest rate	4.205%	4.205%
Senior notes [Member] | 1.750% Senior Notes due 2031 [Member]
Financing
Senior notes, principal amount	$ 500,000	$ 500,000
Interest rate of senior notes	1.75%	1.75%
Senior notes, effective interest rate	1.798%	1.798%
Senior notes [Member] | 4.700% Senior Notes due 2032 [Member]
Financing
Senior notes	$ 850,000	$ 850,000
Interest rate of senior notes	4.70%	4.70%
Senior notes, effective interest rate	4.74%	4.74%

[1] The balance sheet at December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

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WARRANTIES (Product Warranty Liabilities) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Warranties
Warranty liabilities, beginning balance	$ 98,564
Warranty claims	(38,626)
Warranty accruals	39,219
Foreign currency translation	41
Warranty liabilities, ending balance	$ 99,198

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SHARE REPURCHASE PROGRAM (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		1 Months Ended	3 Months Ended		148 Months Ended
	Nov. 15, 2022	May 09, 2023	Mar. 31, 2023	Mar. 31, 2022	May 09, 2023
Share Repurchase Program
Increase in authorized amount	$ 1,500,000
Cumulative authorized amount	$ 21,800,000
Authorization effective period	3 years
Remaining balance under share repurchase program			$ 611,900
Common stock repurchased, shares			1,357	1,167
Common stock repurchased, average price per share			$ 819.06	$ 664.15
Common stock repurchased, value			$ 1,111,447	$ 775,196
Excise tax on share repurchases			$ 11,115
Subsequent event [Member]
Share Repurchase Program
Common stock repurchased, shares		200			92,000
Common stock repurchased, average price per share		$ 867.43			$ 231.29
Common stock repurchased, value		$ 152,200			$ 21,300,000

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SHARE REPURCHASE PROGRAM (Schedule of Shares Repurchased) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Repurchase Program
Shares repurchased	1,357	1,167
Average price per share	$ 819.06	$ 664.15
Total investment	$ 1,111,447	$ 775,196

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023		Mar. 31, 2022
Balance at beginning of period	$ (1,060,752)	[1]	$ (66,423)
Change in accumulated other comprehensive income (loss)	18,898		5,063
Balance at end of period	(1,625,017)		(328,273)
Accumulated other comprehensive income (loss) [Member]
Balance at beginning of period	2,996		(6,799)
Change in accumulated other comprehensive income (loss)	18,898		5,063
Balance at end of period	21,894		(1,736)
Foreign currency [Member]
Balance at beginning of period	2,996		(6,799)
Change in accumulated other comprehensive income (loss)	18,898		5,063
Balance at end of period	$ 21,894		$ (1,736)

[1] The balance sheet at December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

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REVENUE (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue
Sales	$ 3,707,864	$ 3,296,011
DIY customer [Member]
Disaggregation of Revenue
Sales	1,918,467	1,815,814
Professional service provider customer [Member]
Disaggregation of Revenue
Sales	1,711,964	1,399,364
Other customers and sales adjustments [Member]
Disaggregation of Revenue
Sales	$ 77,433	$ 80,833

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Stock Option) (Narrative) (Details) - Stock option [Member] $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Share-Based Compensation and Benefit Plans
Remaining unrecognized compensation expense	$ 48.2
Weighted-average period for cost recognition	2 years 9 months 18 days
Employee stock option [Member]
Share-Based Compensation and Benefit Plans
Options expiration period	10 years
Vesting period	4 years
Option vesting rate per year	25.00%

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Other Share-Based Compensation) (Narrative) (Details) - Employee stock purchase plan [Member]	3 Months Ended
	Mar. 31, 2023
Share-Based Compensation and Benefit Plans
Employee stock purchase plan stock purchase percentage	85.00%
Restricted stock [Member] | Minimum [Member]
Share-Based Compensation and Benefit Plans
Vesting period	1 year
Restricted stock [Member] | Maximum [Member]
Share-Based Compensation and Benefit Plans
Vesting period	3 years

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Profit Sharing and Savings Plan) (Narrative) (Detail) - Profit sharing and savings plan [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation and Benefit Plans
Profit sharing and savings plan, employer discretionary contribution	$ 0	$ 0
Profit sharing and savings plan, cost recognized	$ 9,600	$ 8,600
Employee's first 2% of contributed wages [Member]
Share-Based Compensation and Benefit Plans
Profit sharing and savings plan, Company match	100.00%
Employee's next 4% of contributed wages [Member]
Share-Based Compensation and Benefit Plans
Profit sharing and savings plan, Company match	25.00%

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Nonqualified Deferred Compensation Plan) (Narrative) (Details) - Nonqualified Deferred Compensation Plan [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Compensation and Benefit Plans
Deferred compensation plan obligation	$ 53.3		$ 49.4
Deferred compensation plan, employer discretionary contribution	0.0	$ 0.0
Deferred compensation plan cost recognized	$ 0.1	$ 0.1

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Stock Appreciation Rights) (Narrative) (Details) - Stock appreciation rights (SARs) [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Compensation and Benefit Plans
Stock appreciation rights expiration period	10 years
Stock appreciation rights vesting rate per year	25.00%
Vesting period	4 years
Stock appreciation rights outstanding	14,748		13,159
Stock appreciation rights granted during the period, units	1,714
Stock appreciation rights exercised during the period, units	125
Liability for compensation to be paid for redeemed stock appreciation rights	$ 3.2		$ 2.9
Compensation expense (benefit) for share-based compensation	$ 0.3	$ (0.1)

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Summary of Stock Options) (Details) - Employee stock option [Member] shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation and Benefit Plans
Outstanding shares, beginning balance | shares	1,069
Outstanding weighted-average exercise price, beginning balance | $ / shares	$ 356.76
Granted, shares | shares	62
Granted, weighted-average exercise price | $ / shares	$ 829.83
Exercised, shares | shares	(35)
Exercised, weighted-average exercise price | $ / shares	$ 291.35
Forfeited or expired, shares | shares	(5)
Forfeited or expired, weighted-average exercise price | $ / shares	$ 557.30
Outstanding shares, ending balance | shares	1,091
Outstanding weighted-average exercise price, ending balance | $ / shares	$ 385.00
Exercisable shares, ending balance | shares	803
Exercisable weighted-average exercise price, ending balance | $ / shares	$ 302.61

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Black-Scholes Option Pricing Model) (Details) - Employee stock option [Member]	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation and Benefit Plans
Risk-free interest rate	3.91%	1.61%
Expected life	6 years 6 months	6 years 6 months
Expected volatility	29.10%	28.50%
Expected dividend yield	0.00%	0.00%

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation and Benefit Plans
Weighted-average grant-date fair value of options awarded	$ 318.08	$ 217.68
Employee stock option [Member] | Stock option [Member]
Share-Based Compensation and Benefit Plans
Compensation expense (benefit) for share-based compensation	$ 6,119	$ 5,301
Income tax benefit from compensation expense for share-based compensation	$ 1,534	$ 1,346

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SHARE-BASED COMPENSATION AND BENEFIT PLANS (Other Share-Based Compensation Activity) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Employee stock purchase plan [Member]
Share-Based Compensation and Benefit Plans
Compensation expense (benefit) for share-based compensation	$ 861	$ 793
Income tax benefit from compensation expense for share-based compensation	216	201
Restricted stock [Member]
Share-Based Compensation and Benefit Plans
Compensation expense (benefit) for share-based compensation	455	439
Income tax benefit from compensation expense for share-based compensation	$ 114	$ 112

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COMMITMENTS (Commitments) (Narrative) (Details) $ in Millions	Mar. 31, 2023 USD ($)
Renewable energy tax credit [Member]
Commitments
Purchase commitment	$ 300

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EARNINGS PER SHARE (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator (basic and diluted):
Net income	$ 516,885	$ 481,880
Denominator:
Denominator for basic earnings per share - weighted-average shares	61,840	66,572
Effect of stock options	558	618
Denominator for diluted earnings per share - weighted-average shares and assumed conversion	62,398	67,190
Earnings per share - basic	$ 8.36	$ 7.24
Earnings per share - assuming dilution	$ 8.28	$ 7.17
Antidilutive stock options	149	115
Weighted-average exercise price per share of antidilutive stock options	$ 725.14	$ 657.14