‘


Exhibit 10.1


 


Execution
Version


 


RESTATEMENT AGREEMENT


 


RESTATEMENT AGREEMENT, dated
as of April 13, 2022 (this “Restatement Agreement”) is entered into by and among PROPETRO HOLDING CORP., a Delaware
corporation (“Holdings), PROPETRO SERVICES, INC., a Texas corporation (the “Borrower”), the Lenders
and Letter of Credit Issuers party hereto and BARCLAYS BANK PLC, in its capacities as administrative agent for the Lenders (in such capacity,
the “Agent”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”)
and as the Swingline Lender (as defined in Exhibit A to this Restatement Agreement).


 


W I T N E S S E T H:


 


WHEREAS, reference is hereby made to the Credit Agreement,
dated as of March 22, 2017 (as amended by the Amendment No. 1, dated as of February 22, 2018, and as further amended by
the Amendment No. 2, dated as of December 19, 2018, the “Credit Agreement”), entered into by and among Holdings,
the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”) and Letter of Credit Issuers
(the “Letter of Credit Issuers”), the Agent, and the other parties named therein;


 


WHEREAS, the Borrower wishes to extend the maturity
date of the commitments under, and make certain other amendments to, the Credit Agreement;


 


WHEREAS, the Lenders (including the Swingline Lender)
and the Letter of Credit Issuers have agreed to the amendments to the Credit Agreement contemplated herewith;


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto hereby agree as follows:


 


Section 1.          Defined
Terms.


 


Capitalized terms used in this Restatement
Agreement but not defined herein shall have the meanings assigned to them in the Credit Agreement, as amended by this Restatement Agreement
(the “Restated Credit Agreement”).


 


Section 2.          Restatement
of the Credit Agreement.


 


Effective as of the Restatement Effective Date (as
defined below):


 


(a)          the
Credit Agreement is hereby amended and restated in its entirety to delete the stricken text (indicated textually in the same manner as
the following example: stricken text) and to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined text)
as set forth in Annex A hereto;


 


(b)          the
Schedules to the Credit Agreement are hereby amended and restated in their entirety as set forth in Annex B hereto; and


 


(c)          the
Exhibits to the Credit Agreement are hereby amended and restated in their entirety as set forth in Annex C hereto.


 






    


    


    

 


Section 3.          Conditions
Precedent to the Effectiveness of this Restatement Agreement.


 


This Restatement Agreement
shall become effective as of the date when, and only when, the following conditions precedent have been satisfied (such date, the “Restatement
Effective Date”):


 


(a)          The
Agent shall have received counterparts of this Restatement Agreement duly executed by (1) the Borrower, (2) Holdings, (3) the
Agent, (4) the Collateral Agent, (5) the Swingline Lender and (6) each Lender and Letter of Credit Issuer listed on Schedule
1.1 to the Restated Credit Agreement.


 


(b)          The
Agent shall have received payment of all unpaid fees and expenses owing in connection with this Restatement Agreement, including, without
limitation, (i) an upfront fee set forth in the fee letter, dated as of April 13, 2022, between the Agent and the Borrower,
(ii) the reasonable and documented fees, disbursements and other charges of Cahill Gordon & Reindel LLP,
counsel to the Agent and (iii) the fees set forth in the engagement letter, dated as of March 23, 2022, between the Agent and
the Borrower.


 


(c)          Immediately
prior to and immediately after the Restatement Effective Date, no Default or Event of Default shall have occurred and be continuing or
shall result from the effectiveness of this Restatement Agreement.


 


(d)          The
representations and warranties of the Borrower contained in Section 4 hereof shall be true and correct in all material respects (and
any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects)
on and as of the Restatement Effective Date, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty
is already qualified by materiality) as of such earlier date.


 


(e)          The
Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions
set forth in paragraphs (c) and (d) of this Section 3.


 


(f)          The
Agent shall have received a legal opinion of Vinson & Elkins LLP, counsel to the Borrower, addressed to the Agent, the Collateral
Agent, the Lenders, the Swingline Lender and the Letter of Credit Issuers, in form and substance reasonably satisfactory to the Agent.


 


(g)          The
Agent shall have received a certificate executed by a Responsible Officer of the Borrower and of Holdings, substantially in the form delivered
on the Closing Date, which attaches (A) resolutions or other equivalent action documentation authorizing the Restatement Agreement,
(B) an incumbency certificate, (C) Organization Documents of the Borrower and of Holdings and (D) good standing certificates
of the Borrower and of Holdings.


 


(h)          The
Agent shall have received a certificate executed by the Chief Financial Officer of the Borrower as of the Restatement Effective Date,
substantially in the form of Exhibit G to the Restated Credit Agreement, attesting to the Solvency of the Borrower and its Subsidiaries
(on a consolidated basis) immediately after giving effect to this Restatement Agreement.


 






    - 2 -


    


    

 


(i)          The
Borrower shall have provided to the Lenders at least three (3) Business Days prior to the Restatement Effective Date (x) the
documentation and other information that such Lender reasonably determines is required by United States regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act
and (y) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, a Beneficial Ownership
Certification in relation to the Borrower, in each case, that is reasonably requested by any Lender no later than five (5) Business
Days prior to the Restatement Effective Date.


 


(j)          The
Agent shall have received (i) an updated Perfection Certificate with respect to the Borrower and Holdings dated the Restatement Effective
Date and signed by an executive officer of the Borrower and Holdings, together with all attachments contemplated thereby, and (ii) copies
of lien searches reasonably satisfactory to the Agent.


 


(k)          The
Agent shall have received a Borrowing Base Certificate for the month ending February 28, 2022.


 


Section 4.          Representations
and Warranties.


 


On and as of the Restatement
Effective Date, after giving effect to this Restatement Agreement, the Borrower hereby represents and warrants to the Agent and each of
the Lenders as follows:


 


(a)          Each
of Holdings and the Borrower has the power and authority to execute, deliver and perform this Restatement Agreement. Each of Holdings
and the Borrower has taken all necessary corporate action (including obtaining approval of its shareholders, if necessary) to authorize
its execution, delivery and performance of this Restatement Agreement. This Restatement Agreement has been duly executed and delivered
by each of Holdings and the Borrower, and constitutes the legal, valid and binding obligations of each of Holdings and the Borrower, enforceable
against each of Holdings and the Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable
principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Each of Holdings
and the Borrower’s execution, delivery and performance of this Restatement Agreement does not (x) conflict with, or constitute
a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings or
the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings or the Borrower, or (c) any
Organization Document of Holdings or the Borrower in any respect that would reasonably be expected to have a Material Adverse Effect or
(y) result in the imposition of any Lien upon the property of Holdings or the Borrower by reason of any of the foregoing;


 


(b)          The
representations and warranties contained in Article VII of the Restated Credit Agreement and the other Loan Documents are true and
correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is
true and correct in all respects) on and as of the Restatement Effective Date as though made on and as of such date, other than any such
representation or warranty which relates to a specified prior date, in which case such representations and warranties were true and correct
in all material respects as of such prior date; and


 


(c)          No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person
is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Restatement
Agreement, other than (i) those that have been obtained or made and are in full force and effect and (ii) where failure to obtain,
effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected
to have a Material Adverse Effect.


 






    - 3 -


    


    

 


Section 5.          Reference
to and Effect on the Loan Documents.


 


(a)          As
of the Restatement Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without
limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference
to Restated Credit Agreement, and this Restatement Agreement and the Restated Credit Agreement shall be read together and construed as
a single instrument.


 


(b)          Except
as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain
in full force and effect and are hereby ratified and confirmed. This Restatement Agreement shall not constitute a novation of the Credit
Agreement.


 


(c)          The
execution, delivery and effectiveness of this Restatement Agreement shall not operate as a waiver of any right, power or remedy of the
Lenders, the Letter of Credit Issuers, the Borrower, the Agent or the Collateral Agent under any of the Loan Documents, nor constitute
a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.


 


(d)          This
Restatement Agreement shall constitute a Loan Document under the terms of the Restated Credit Agreement.


 


(e)          The
(i) Borrower, by its signature below, hereby affirms and confirms its Guaranty of the Guaranteed Obligations (as defined in the Guarantee
Agreement) pursuant to the Guarantee Agreement and acknowledges and agrees that such Guaranty shall continue in full force and effect
in respect of, and to secure, such Guaranteed Obligations under the Guarantee Agreement and the other Loan Documents and (ii) Borrower
and Holdings, by their respective signatures below, hereby affirm and confirm the pledge of and/or grant of a security interest in their
assets which are Collateral to secure the Obligations, all as provided in the Security Documents, and acknowledge and agree that such
pledge and/or grant shall continue in full force and effect in respect of, and to secure, such Obligations under the Restated Credit Agreement
and the other Loan Documents.


 


Section 6.          Fees
and Expenses.


 


The Borrower agrees
to pay all reasonable and documented or invoiced out-of-pocket costs and expenses of the Agent and the Lenders in connection with this
Restatement Agreement to the extent required by Section 14.7 of the Restated Credit Agreement.


 






    - 4 -


    


    

 


Section 7.          Counterparts.


 


This Restatement Agreement may
be executed in any number of counterparts, and by the Agent, the Collateral Agent, the Lenders, the Swingline Lender, the Letter of Credit
Issuers, Holdings and the Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute
one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart
so that all signature pages are physically attached to the same document. This Restatement Agreement may be executed by facsimile
or other electronic communication and the effectiveness of this Restatement Agreement and the and signatures thereon shall have the same
force and effect as manually signed originals and shall be binding on all parties thereto. The Agent may require that any such signatures
be confirmed by a manually-signed original thereof, provided that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile or other electronic signature. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Engagement Letter
and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require Barclays
to accept electronic signatures in any form or format without its prior written consent.


 


Section 8.          Governing
Law.


 


The governing law, choice
of forum and service of process provisions of Section 14.3 of the Restated Credit Agreement shall apply to this Restatement Agreement
mutatis mutandis.


 


Section 9.          Notices.


 


All communications and notices
hereunder shall be given as provided in Section 14.8 of the Restated Credit Agreement.


 


Section 10.        Waiver
of Jury Trial.


 


The waiver of jury trial provisions
of Section 14.4 of the Restated Credit Agreement shall apply to this Restatement Agreement mutatis mutandis.


 


Section 11.        Indemnification
of the Agent, the Collateral Agent and the Lenders; Limitation of Liability


 


The indemnification provisions
of Section 14.10 of the Restated Credit Agreement and the limitation of liability provisions of Section 14.11 of the Restated
Credit Agreement shall apply to this Restatement Agreement mutatis mutandis.


 


[Signature pages follow.]


 






    - 5 -


    


    

 


In
Witness Whereof, the parties hereto have caused this Restatement Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first written above.


 


	 	PROPETRO SERVICES, INC., as the Borrower
	 	 	 
	 	By:	/s/ David Schorlemer
	 	 	Name: David Schorlemer
	 	 	Title:   Chief Financial Officer




 


[ProPetro – Restatement
Agreement]


 






     


    


    

 


	 	PROPETRO HOLDING CORP., as Holdings
	 	 	 
	 	By:	/s/ David Schorlemer
	 	 	Name: David Schorlemer
	 	 	Title:   Chief Financial Officer




 


[ProPetro – Restatement
Agreement]


 






     


    


    

 


	 	BARCLAYS BANK PLC, as Agent, Collateral Agent, a Lender, a Letter of Credit Issuer and the Swingline Lender
	 	 	 
	 	By:	/s/ Joseph Jordan
	 	 	Name: Joseph Jordan
	 	 	Title:   Managing Director




 


[ProPetro – Restatement
Agreement]



 






     


    


    

 


	 	JPMorgan Chase Bank, N.A., as a Lender and a Letter of Credit Issuer
	 	 	 
	 	By:	/s/ Jon Eckhouse
	 	 	Name: Jon Eckhouse
	 	 	Title:   Authorized Officer




 


[ProPetro – Restatement
Agreement]


 






     


    


    

 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 
	 	By:	/s/ Jonathan Dworkin
	 	 	Name: Jonathan Dworkin
	 	 	Title:   Authorized Signatory




 


[ProPetro – Restatement
Agreement]


 






     


    


    

 


	 	Bank of America, N.A., as a Lender
	 	 	 
	 	By:	/s/ Jason Stowe
	 	 	Name: Jason Stowe
	 	 	Title:   Vice President




 


[ProPetro – Restatement
Agreement]


 






     


    


    

 


 


Annex A


 


AMENDED
AND RESTATED CREDIT AGREEMENT


 


Dated as of March
22April
13, 2017 2022



among


 


PROPETRO HOLDING CORP.,

as Holdings,


 


PROPETRO SERVICES, INC.,

as the Borrower,


 


THE SEVERAL LENDERS

FROM TIME TO TIME PARTY HERETO,


 


BARCLAYS BANK PLC,

as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender,


 


JPMORGAN
CHASE BANK, N.A. andGOLDMAN SACHS BANK USA,

as the Co-Syndication Agents,



CREDIT SUISSE SECURITIES (USA) LLC and,

RBC CAPITAL MARKETS LLC, 


as
the Co-Documentation Agentsand


 


JPMORGAN CHASE BANK,
N.A.,

as a Letter of Credit Issuer


 


	 	 	 





BBARCLAYS
BANK PLC andARCLAYS
BANK PLC,


JPMORGAN CHASE BANK,
N.A.


GOLDMAN
SACHS BANK USA and


BANK
OF AMERICA, N.A.

as the Joint Lead Arrangers and BARCLAYS BANK PLC,JPMORGAN CHASE BANK, N.A.,GOLDMAN SACHS BANK USA,CREDIT
SUISSE SECURITIES (USA) LLC andRBC CAPITAL MARKETS LLC1,as
Joint Bookrunners


 





 



 


	1	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.



 



     


     


    

 


TABLE OF CONTENTS


 


Page


 


ARTICLE
I



DEFINITIONS


 


	1.1	Defined Terms	12
	1.2	Accounting Terms	5559
	1.3	Interpretive Provisions	5660
	1.4	Classification of Loans
    and Borrowings	5761
	1.5	[Reserved]	5761
	1.6	Rounding	5761
	1.7	Times of Day	5761
	1.8	Timing of Payment or
    Performance	5761
	1.9	Currency Equivalents
    Generally	5761
	1.10	Divisions	62
	1.11	Rates	62
	 	 	 
	ARTICLE
    II
	 
	LOANS
    AND LETTERS OF CREDIT
	 	 	 
	2.1	Credit Facilities	5862
	2.2	Revolving Loans	5862
	2.3	Letters of Credit	5863
	2.4	Loan Administration	6166
	2.5	Reserves	6368
	2.6	Incremental Credit
    Extension	6468
	2.7	Extensions of Revolving
    Loans and Revolving Credit Commitments	6570
	2.8	Defaulting Lenders	6872
	 	 	 
	ARTICLE
    III
	 
	INTEREST
    AND FEES
	 	 	 
	3.1	Interest	6974
	3.2	Continuation and Conversion
    Elections	7075
	3.3	Maximum Interest Rate	7176
	3.4	Closing Fees and Other
    Fees	7176
	3.5	Unused Line Fee	7176
	3.6	Letter of Credit Fees	7176
	 	 	 
	ARTICLE
    IV
	 
	PAYMENTS
    AND PREPAYMENTS
	 	 	 
	4.1	Payments and Prepayments	7277
	4.2	Out-of-Formula Condition	7277
	4.3	Mandatory Prepayments	7277
	4.4	Termination or Reductions
    of Facilities	7377
	4.5	LIBOR Term
    SOFR Loan Prepayments	7378
	4.6	Payments by the Borrower	7378
	4.7	Apportionment, Application
    and Reversal of Payments	7378
	4.8	Indemnity for Returned
    Payments	7478
	4.9	Agent’s and Lenders’
    Books and Records	7479



 



    -ii-


     


    

 


	ARTICLE V
	 
	TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	 
	5.1	Taxes	7479
	5.2	Inability
    to Determine Rates; Illegality	7782
	5.3	Increased Costs and
    Reduction of Return	7782
	5.4	Funding Losses	7883
	5.5	Benchmark
    Replacement Setting	83
	5.5	Inability
    to Determine Rates	78
	5.6	Certificates of Agent	7884
	5.7	Survival	7884
	5.8	Assignment of Commitments
    Under Certain Circumstances	7985
	 	 	 
	ARTICLE VI
	 
	BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
	 	 	 
	6.1	Books and Records	7985
	6.2	Financial Information	7985
	6.3	Notices to the Agent	8187
	6.4	Collateral Reporting	8389
	 	 	 
	ARTICLE VII
	 
	GENERAL WARRANTIES AND REPRESENTATIONS
	 	 	 
	7.1	Authorization, Validity,
    and Enforceability of this Agreement and the Loan Documents	8389
	7.2	Validity and Priority
    of Security Interest	8390
	7.3	Organization and Qualification	8490
	7.4	Subsidiaries	8490
	7.5	Financial Statements
    and Borrowing Base Certificate	8490
	7.6	Solvency	8491
	7.7	Property	8491
	7.8	Intellectual Property	8591
	7.9	Litigation	8591
	7.10	Labor Disputes	8591
	7.11	Environmental Laws	8591
	7.12	No Violation of Law	8692
	7.13	No Default	8692
	7.14	ERISA Compliance	8692
	7.15	Taxes	8692
	7.16	Investment Company
    Act	8692
	7.17	Use of Proceeds	8692
	7.18	Margin Regulations	8692
	7.19	No Material Adverse
    Change	8693
	7.20	Full Disclosure	8693
	7.21	Government Authorization	8793
	7.22	Anti-Terrorism Laws	8793
	7.23	FCPA	8793
	7.24	Sanctioned Persons	8793
	7.25	Designation of Senior
    Debt	8894
	7.26	Compliance
    with Cash Management Provisions	94



 



    -iii-


     


    

 


	ARTICLE VIII
	 
	AFFIRMATIVE AND NEGATIVE COVENANTS
	 	 	 
	8.1	Taxes	8894
	8.2	Legal Existence and
    Good Standing	8894
	8.3	Compliance with Law;
    Maintenance of Licenses	8894
	8.4	Maintenance of Property,
    Inspection; Field Examinations	8895
	8.5	Insurance	8995
	8.6	Environmental Laws	9096
	8.7	Compliance with ERISA	9096
	8.8	Dispositions	9096
	8.9	Mergers, Consolidations,
    etc.	9096
	8.10	Distributions	9298
	8.11	Investments	94100
	8.12	Debt	94100
	8.13	Prepayments of Debt	97103
	8.14	Transactions with Affiliates	97103
	8.15	Business Conducted	99105
	8.16	Liens	99105
	8.17	Restrictive Agreements	99105
	8.18	Sale and Leaseback
    Transactions	100107
	8.19	Fiscal Year	100107
	8.20	Fixed Charge Coverage
    Ratio	101107
	8.21	[Reserved]	101107
	8.22	Additional Obligors;
    Covenant to Give Security	101107
	8.23	Cash Management; Cash
    Dominion	102108
	8.24	Use of Proceeds	103110
	8.25	Further Assurances	103110
	8.26	Designation of Subsidiaries	103110
	8.27	Passive Holding Company;
    Etc.	103110
	8.28	Amendments to Certain
    Documents	105111
	8.29	Certain
    Post-Closing Obligations	105
	 	 	 
	ARTICLE IX
	 
	CONDITIONS OF LENDING
	 	 	 
	9.1	Conditions Precedent
    to Effectiveness of Agreement and Making of Loans on the Closing Date	105112
	9.2	Conditions
    Precedent to Restatement Effective Date	113
	9.29.3	Conditions Precedent
    to Each Loan	107113
	 	 	 
	ARTICLE X
	 
	DEFAULT; REMEDIES
	 	 	 
	10.1	Events of Default	107114
	10.2	Remedies	109116
	10.3	Application of Funds	110117
	10.4	Permitted Holders’
    Right to Cure	111118



 



    -iv-


     


    

 


	ARTICLE
    XI
	 
	TERM
    AND TERMINATION
	 	 	 
	11.1	Term and Termination	112119
	 	 	 
	ARTICLE
    XII
	 
	AMENDMENTS;
    WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS
	 	 	 
	12.1	Amendments and Waivers	112119
	12.2	Assignments; Participations	114121
	 	 	 
	ARTICLE
    XIII
	 	 
	THE
    APPOINTED AGENTS
	 	 	 
	13.1	Appointment and Authorization	116123
	13.2	Delegation of Duties	116123
	13.3	Liability of Appointed
    Agents	116123
	13.4	Reliance by Appointed
    Agent	117124
	13.5	Notice of Default	117124
	13.6	Credit Decision	117124
	13.7	Indemnification	117124
	13.8	Appointed Agents in
    Individual Capacity	118125
	13.9	Successor Agents	118125
	13.10	Collateral Matters	118125
	13.11	Restrictions on Actions
    by Lenders; Sharing of Payments	119126
	13.12	Agency for Perfection	120127
	13.13	Payments by Agent to
    Lenders	120127
	13.14	Settlement	121128
	13.15	Letters of Credit;
    Intra-Lender Issues	122129
	13.16	Concerning the Collateral
    and the Related Loan Documents	124131
	13.17	Field Examination;
    Disclaimer by Lenders	124131
	13.18	Relation Among Lenders	125132
	13.19	Arrangers ;
    Co-Syndication Agents; Co-Documentation Agents	125132
	13.20	The Register	125132
	13.21	Secured Cash Management
    Agreements and Secured Hedge Agreements	126133
	13.22	Withholding Taxes126.
    	133
	13.23	Erroneous
    Payment.	133
	 	 	 
	ARTICLE
    XIV
	 
	MISCELLANEOUS
	 	 	 
	14.1	No Waivers; Cumulative
    Remedies	126134
	14.2	Severability	127134
	14.3	Governing Law; Choice
    of Forum; Service of Process	127135
	14.4	WAIVER OF JURY TRIAL	127135
	14.5	Survival of Representations
    and Warranties	127135
	14.6	Other Security and
    Guarantees	128135
	14.7	Fees and Expenses	128136
	14.8	Notices	128136
	14.9	Binding Effect	129136
	14.10	Indemnity of the Agent,
    the Collateral Agent and the Lenders	129137



 



    -v-


     


    

 


	14.11	Limitation of Liability	129137
	14.12	Final Agreement	130138
	14.13	Counterparts; Facsimile
    Signatures	130138
	14.14	Captions	130138
	14.15	Right of Setoff	130138
	14.16	Confidentiality	130138
	14.17	Conflicts with Other
    Loan Documents	131139
	14.18	No Fiduciary Relationship	131139
	14.19	Judgment Currency	131139
	14.20	USA PATRIOT Act	132140
	14.21	Acknowledgement and
    Consent to Bail-In of EEA Financial Institutions	132140
	14.22	Acknowledgement
    Regarding any Supported QFCs	140
	14.23	Certain
    ERISA Matters	141
	 	 	 
	EXHIBITS AND SCHEDULES	 


 


	EXHIBIT A	FORM OF BORROWING BASE CERTIFICATE
	EXHIBIT B	FORM OF NOTICE OF BORROWING
	EXHIBIT C	FORM OF NOTICE OF CONTINUATION/CONVERSION
	EXHIBIT D	FORM OF COMPLIANCE CERTIFICATE
	EXHIBIT E	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
	EXHIBIT F	PERFECTION CERTIFICATE
	EXHIBIT G	FORM OF SOLVENCY CERTIFICATE
	EXHIBIT H	FORM OF CLOSING CERTIFICATE
	EXHIBIT I	[Reserved]
	EXHIBIT J-1	FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT J-2	FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT J-3	FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT J-4	FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT K	FORM OF REVOLVING NOTE
	EXHIBIT L	FORM OF INTERCREDITOR AGREEMENT
	SCHEDULE 1.1	LENDERS’ COMMITMENTS
	SCHEDULE 1.2	GUARANTORS
	SCHEDULE 1.4	UNRESTRICTED SUBSIDIARIES
	SCHEDULE 1.5	CLOSING DATE SECURITY DOCUMENTS[RESERVED]
	SCHEDULE 1.6	INVESTORS
	SCHEDULE 6.4	COLLATERAL REPORTING
	SCHEDULE 7.4	SUBSIDIARIES
	SCHEDULE 7.9	LITIGATION
	SCHEDULE 7.11	ENVIRONMENTAL LAW
	SCHEDULE 7.15	TAXES
	SCHEDULE 8.11	PERMITTED INVESTMENTS
	SCHEDULE 8.12	DEBT
	SCHEDULE 8.14	AFFILIATE TRANSACTIONS
	SCHEDULE 8.16	LIENS
	SCHEDULE 8.23	DEPOSIT ACCOUNTS
	SCHEDULE 8.29	CERTAIN POST-CLOSING OBLIGATIONS




 



    -vi-


     


    

 



 





AMENDED
AND RESTATED CREDIT AGREEMENT


 


AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of March 22April
13, 2017 2022,
among PROPETRO HOLDING CORP., a Delaware corporation (“Holdings,” as hereinafter further defined), PROPETRO
SERVICES, INC., a Texas corporation (the “Borrower,” as hereinafter further defined) and the Lenders (as hereinafter
defined) and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto and BARCLAYS BANK PLC, as the Agent,
the Collateral Agent and the Swingline Lender.


 


RECITALS:


 


WHEREAS, capitalized terms
used and not defined in the preamble and these recitals shall have the respective meanings set forth for such terms in Section 1.1
hereof;


 


WHEREAS,
Holdings, the Borrower, certain Lenders, the Letter of Credit Issuers, the Agent, the Collateral Agent and the Swingline Lender entered
into that certain Credit Agreement, dated as of March 22, 2017 (as amended, supplemented or otherwise modified prior to the Restatement
Effective Date, the “Original Credit Agreement”);


 


WHEREAS,
the Borrower has requested that, immediately upon the satisfaction in full (or waiver) of the applicable
conditions precedent set forth in Section 9.1 below, the
Lenders and Letter of Credit Issuers extend credit to the Borrower in the form of an 9.2
below, this Agreement and the asset-based revolving credit facility in an initial aggregate
principal amount of $150,000,000 of Revolving Credit Commitments hereunder
(the “Revolving Credit Facility”); be
amended and restated in its entirety pursuant to that certain Restatement Agreement, dated as of April 13, 2022, among the Borrower, the
Guarantors, the Lenders, the Letter of Credit Issuers, the Agent, the Collateral Agent and the Swingline Lender (the “Restatement
Agreement”);


 


WHEREAS,
pursuant to the Restatement Agreement, the Lenders have consented to the amendment and restatement of the Original Credit Agreement as
provided in this Agreement;


 


WHEREAS,
it is the intent of the parties to the Restatement Agreement that neither this Agreement nor the Restatement Agreement shall constitute
a novation of the obligations and liabilities existing under the Original Credit Agreement or evidence a repayment of any of such obligations
and liabilities and that this Agreement and the Restatement Agreement amend and restate in its entirety the Original Credit Agreement
and re-evidence the obligations of the Borrower outstanding thereunder;


 


WHEREAS, the Lenders have
indicated their willingness to extend such credit and the Letter of Credit Issuers have indicated their willingness to issue Letters of
Credit, in each case on the terms and subject to the conditions set forth below;


 


WHEREAS, in connection
with the foregoing and as an inducement for the Lenders and the Letter of Credit Issuers to extend the credit contemplated hereunder,
the Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties,
a first priority lien (such priority subject to certain Liens permitted hereunder) on substantially all of its assets (except as otherwise
set forth in the definition of “Collateral and Guarantee Requirement” or in the Loan Documents), including a pledge of all
of the Stock of each of its Subsidiaries (other than any Excluded Stock); and


 


WHEREAS, in connection
with the foregoing and as an inducement for the Lenders and the Letter of Credit Issuers to extend the credit contemplated hereunder,
each Guarantor has agreed to guarantee all of its Obligations and to secure its guarantees by granting to the Collateral Agent, for the
benefit of the Secured Parties, a first priority lien (such priority subject to certain Liens permitted hereunder) on substantially all
of its assets (except as otherwise set forth in the definition of “Collateral and Guarantee Requirement” or in the Loan Documents),
including a pledge of all of the Stock of each of their respective Subsidiaries (other than any Excluded Stock).


 





 



     


     


    




AGREEMENT:


 


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


ARTICLE
I



DEFINITIONS


 


1.1               
Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below unless the context otherwise requires:


 


“Account Debtor”
means each Person obligated in any way on or in connection with an Account.


 


“Accounts”
means, with respect to each Obligor, all of such Obligor’s now owned or hereafter acquired or arising accounts, as defined in the
UCC, including any rights to payment of a monetary obligation for the sale or lease of goods or rendition of services, whether or not
they have been earned by performance.


 


“Acquired EBITDA”
means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period
of Consolidated EBITDA of such Acquired Entity or Business or any Converted Restricted Subsidiary (determined as if references to the
Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired
Entity or Business or any Converted Restricted Subsidiary and its subsidiaries that will become Restricted Subsidiaries), all as determined
on a consolidated basis for such Acquired Entity or Business or any Converted Restricted Subsidiary in accordance with GAAP.


 


“Acquired Entity
or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Additional Lender”
has the meaning specified in Section 2.6(d).


 


“Adjustment Date”
means the first day of each April, July, October and January, as applicable.


 


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


 


“Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities,
by contract, or otherwise. The terms “controlling” and “controlled” shall have meanings correlative thereto.


 


“Agent”
means Barclays, in its capacity as the administrative agent for the Lenders under this Agreement, or any successor agent appointed in
accordance with this Agreement and the other Loan Documents.


 


“Agent Advances”
has the meaning specified in Section 2.4(g).


 


“Agent-Related
Persons” means the Agent and the Collateral Agent, together with their respective Affiliates, and the respective officers, directors,
employees, agents, controlling persons, advisors and other representatives, successors and permitted assigns of the Agent and the Collateral
Agent and their respective Affiliates.


 


“Aggregate Revolver
Outstandings” means, at any date of determination and without duplication, the sum of (a) the unpaid principal balance of Revolving
Loans, (b) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit and (c) the aggregate
amount of any Unpaid Drawings in respect of Letters of Credit.


 






    -2-


     


    

 


“Agreement”
means this Credit Agreement.


 


“Agreement
Date” means the date of this Agreement.


 


“Amendment
No. 1” means Amendment No. 1 to this Agreement, dated as of February 22, 2018, by and among the Borrower, the
Agent, certain Incremental Lenders (as defined therein) and the Lenders party thereto comprising at least the Required Lenders. 


 


“Amendment
No. 1 Effective Date” means the first Business Day on which each of the conditions precedent set forth in Section
3 of Amendment No. 1 were satisfied. 


 


“Amendment
No. 2” means Amendment No. 2 to this Agreement, dated as of December 19, 2018, by and among the Borrower, the
Agent, certain Additional Lenders (as defined therein) and the Consenting Lenders (as defined therein). 


 


“Amendment
No. 2 Effective Date” means the first Business Day on which each of the conditions precedent set forth in Section
3 of Amendment No. 2 were satisfied. 


 


“Anti-Terrorism
Laws” means the USA PATRIOT Act and any Executive Order administered by the U.S. Treasury Department Office of Foreign Assets
Control (OFAC), and other laws and regulations relating to anti-money laundering or economic sanctions, including without limitation all
published economic sanctions imposed, administered or enforced from time to time by the U.S. Department of State and OFAC.


 


“Applicable Entities”
has the meaning specified in Section 14.18.


 


“Applicable
Margin” means a percentage per annum equal to (a) until the end of the first full Fiscal Quarter completed after the Closing
Restatement Effective Date, (i) for LIBOR
Rate Term SOFR Loans, 2.001.50%,
and (ii) for Base Rate Loans, 1.000.50%
and (b) thereafter, the following percentages per annum, based upon Average Historical Availability as of the most recent Adjustment
Date:


 


	
    Average
Historical Availability 
	
    Applicable
Margin for LIBOR Rate Term
SOFR Loans and Daily Simple SOFR Loans 
	
    Applicable
Margin for Base Rate Loans 

	˃ 66.7%	1.751.50%	0.750.50%
	≤  66.7% but > 33.3%	2.001.75%	1.000.75%
	< 33.3%	2.252.00%	1.251.00%


 


The Applicable Margin
shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such Adjustment Date
based upon the Average Historical Availability as the Agent shall determine in good faith within ten (10) Business Days after such Adjustment
Date (with any such change, for the avoidance of doubt, being given retroactive effect to the Adjustment Date) and the Agent shall notify
the Borrower promptly after such determination. Any increase or decrease in the Applicable Margin resulting from a change in the Average
Historical Availability shall become effective on the Adjustment Date.


 


“Applicable
Unused Line Fee Margin” means, for any day, a percentage per annum equal to (a) initially, 0.375% per annum and (b) following
the end of the first Fiscal Quarter ending after the Closing DateRestatement
Effective, the following percentages per annum, based upon Average Revolving Loan Utilization as of the most recent Adjustment
Date:


 






    -3-


     


    

 


	
    Average
    Revolving Loan Utilization
	
    Applicable
    Unused Line Fee Margin

	≤ 50%	0.375%
	˃ 50%	0.250%


 


“Appointed Agents”
has the meaning specified in Section 13.1.


 


“Approved Account
Bank” means a financial institution at which any Obligor maintains an Approved Deposit Account.


 


“Approved Deposit
Account” means each Deposit Account in respect of which an Obligor shall have entered into a Deposit Account Control Agreement,
other than with respect to any Designated Account.


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, holding or investing in extensions of credit in its ordinary
course of business and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.


 


“Approved Securities
Account” means each Securities Account in respect of which any Obligor shall have entered into a Securities Account Control
Agreement.


 


“Approved Securities
Intermediary” means a securities intermediary at which any Obligor maintains an Approved Securities Account.


 


“Arrangers”
means (x) Barclays and ,
JPMorgan , Goldman Sachs Bank USA and Bank of America, N.A. in
their capacities as joint lead arrangers of the Revolving Credit Facility and (y) Barclays, JPMorgan,
Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC in their capacities as and
joint bookrunners of the Revolving Credit Facility.


 


“Assignee”
has the meaning specified in Section 12.2(a).


 


“Assignment and
Acceptance” means an assignment and acceptance agreement entered into by one or more Lenders and Eligible Assignees (with the
consent of any party whose consent is required by Section 12.2(a)), and accepted by the Agent, in substantially the form of Exhibit
E or any other form approved by the Agent.


 


“Attorney Costs”
means and includes all reasonable and documented or invoiced fees, expenses and other charges of Cahill Gordon & Reindel llp
and, if necessary, a single firm of local counsel in each relevant jurisdiction or otherwise retained with the Borrower’s consent
(such consent not to be unreasonably withheld, conditioned or delayed).


 


“Availability”
means, at any time (a) the lesser of (i) the Maximum Revolver Amount and (ii) the Borrowing Base, minus (b) the sum of the Aggregate
Revolver Outstandings.


 


“Available
Equity Amount” means, at any time (the “Available Equity Amount Reference Time”), an amount equal to, without
duplication, (a) the amount of any capital contributions or other equity issuances (or issuances of Debt that have been converted into
or exchanged for Qualified Stock) (including, for the avoidance of doubt, the initial public offering
by Holdings on or around the Closing Date) received as cash equity by the Borrower and applied for usage no later than
270 days after receipt of such amounts, but excluding all proceeds from the issuance of Disqualified Stock and Cure Amounts, plus
(b) the aggregate amount of all dividends, returns, interests, profits, distributions, income and similar amounts (in each case, to the
extent made in cash or Cash Equivalents) received by the Borrower or any Restricted Subsidiary on Investments made using the Available
Equity Amount during the period from and including the Business Day immediately following the Closing
Restatement Effective Date through and including
the Available Equity Amount Reference Time, minus (c) the sum, without duplication, and, without taking into account the proposed
portion of the Available Equity Amount calculated above to be used at the applicable Available Equity Amount Reference Time, of:


 






    -4-


     


    

 


(i)the
aggregate amount of any Investments made by the Borrower or any Restricted Subsidiary using the Available Equity Amount after the Closing
Restatement Effective Date and prior to the Available
Equity Amount Reference Time;


 


(ii)the
aggregate amount of any Distributions made by the Borrower using the Available Equity Amount after the Closing
Restatement Effective Date and prior to the Available
Equity Amount Reference Time; and


 


(iii)the
aggregate amount expended on prepayments, purchases, redemptions, defeasements and satisfaction in respect of Junior Debt made by the
Borrower or any Restricted Subsidiary using the Available Equity Amount after the Closing Restatement
Effective Date and prior to the Available Equity Amount Reference Time;


 


provided
that during a Cash Dominion Period (A) the Available Equity Amount shall not be available to be used and (B) the period of time for use
set forth in clause (a) above shall be tolled until after such Cash Dominion Period.


 


“Available Equity
Amount Reference Time” has the meaning specified in the definition of “Available Equity Amount.”


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 5.5(d). 


 


“Average Historical
Availability” means, at any Adjustment Date, the average daily Availability for the three-month period immediately preceding
such Adjustment Date, divided by the Maximum Credit at such time.


 


“Average
Revolving Loan Utilization” means, at any Adjustment Date, the average daily Aggregate Revolver Outstandings (excluding any
Aggregate Revolver Outstandings resulting from any outstanding Swingline Loans) for the three-month period immediately preceding such
Adjustment Date (or, if less, the period from the Closing Restatement
Effective Date to such Adjustment Date), divided by the Maximum Revolver Amount at such time.


 


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


 


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


 


“Bank Product
Reserve” means a reserve equal to the aggregate amount of Obligations in respect of any Noticed Hedge, up to the Swap Termination
Value thereunder, as specified by the applicable Hedge Bank in writing to the Agent and acknowledged by the Borrower, which amount may
be increased with respect to any existing Secured Hedge Agreement at any time by further written notice from such Hedge Bank to the Agent
and acknowledged by the Borrower (which shall at all times include a reserve for the aggregate Swap Termination Values for all Noticed
Hedges outstanding at that time).


 






    -5-


     


    

 


“Bankruptcy Code”
means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.


 


“Barclays”
means Barclays Bank PLC and its successors.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate (which, if negative,
shall be deemed to be 0.00%) plus 1⁄2 of 1%, (b) the rate of interest quoted in the print edition of The Wall Street Journal,
Money Rates Section, as the prime rate in effect from time to time and (c) LIBOR Rate for a one
month interest period as determined on such day, Term SOFR
published on such day (or if such day is not a Business Day the next previous Business Day) for an Interest Period of one month (taking
into account any “floor” under the definition of “Term SOFR”) plus 1.0%. The “prime rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by the Agent).


 


“Base Rate Loan”
means any Loan during any period for which it bears interest based on the Base Rate, and all Agent Advances and Swingline Loans.


 


“Base
Rate Term SOFR Determination Day” has the meaning assigned to such term in the definition of “Term SOFR”.


 


“Basel III”
means, collectively, those certain agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel
III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for
Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical
Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time),
and as implemented by a Lender’s primary U.S. federal banking regulatory authority or primary non-U.S. financial regulatory authority,
as applicable.


 


“Benchmark”
means, initially, Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Term SOFR 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 Section 5.5. 


 


“Benchmark
Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be
determined by the Agent for the applicable Benchmark Replacement Date:


 


(a)
                with respect to Term SOFR Loans, Daily Simple SOFR; or 


 


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


 


provided,
that if the Benchmark Replacement would be less than the 0.00%, the Benchmark Replacement will be deemed to be 0.00% for
the purposes of this Agreement and the other Loan Documents. 


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected by the Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities.


 






    -6-


     


    

 


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


 


(a)
                in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public
statement or publication of information referenced therein and (ii) 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


 


(b)
               in
the case of clause (c) 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 or on behalf of the administrator of such Benchmark
(or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative
or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks;
provided that such non-representativeness, non-compliance or non-alignment 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.


 


For
the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b)
with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


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


 


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


 


(b)
               a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, 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), 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 such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof); or


 


(c)
                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) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative
or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.


 


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


 






    -7-


     


    

 


“Benchmark
Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if,
at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan
Document in accordance with Section 5.5 and (b) ending at the time that a Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 5.5.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation and,
in any event, substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers
published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.


 


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


 


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


 


“BHC
Act Affiliate” shall have the meaning assigned to such term in Section 14.22.


 


“Book Value”
means book value as determined in accordance with GAAP.


 


“Borrower”
means ProPetro Services, Inc. and any Successor Borrower, if applicable.


 


“Borrowing”
means a borrowing hereunder consisting of Loans of one Type and Class made on the same day by Lenders to the Borrower (or by the Swingline
Lender, in the case of a Borrowing consisting of Swingline Loans, or by the Agent, in the case of a Borrowing consisting of an Agent Advance,
by a Letter of Credit Issuer, in the case of the issuance of a Letter of Credit hereunder).


 


“Borrowing Base”
means, at any time, an amount in Dollars equal to:


 


(a)
       90% of the Book Value of all Eligible Investment Grade Accounts of the Obligors; plus


 


(a)       85%
of the Book Value of all Eligible Accounts (other than Eligible Investment
Grade Accounts) of the Obligors; minus


 


(b)       the
amount of all Reserves from time to time established by the Agent in accordance with Section 2.5.


 


The
initial Borrowing Base as
of the Restatement Effective Date shall be as set forth in the Borrowing Base Certificate delivered on the Closing
Restatement Effective Date.


 


The Borrowing Base at
any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Agent pursuant to Section 6.4,
as adjusted to give effect to Reserves following such delivery established pursuant to Section 2.5.


 


“Borrowing Base
Certificate” means a certificate by a Responsible Officer of the Borrower, substantially in the form of Exhibit A (or
another form reasonably acceptable to the Agent) setting forth the calculation of the Borrowing Base, including a calculation of each
component thereof, all in such detail as shall be reasonably satisfactory to the Agent, as adjusted pursuant to Section 2.5 of
this Agreement. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally
be made by the Borrower and certified to the Agent; provided, that the Agent shall have the right to review and adjust, in the
exercise of its Reasonable Credit Judgment, any such calculation to the extent that such calculation is not in accordance with this Agreement;
provided, further, that the Agent shall provide the Borrower prior written notice of any such adjustment.


 






    -8-


     


    

 


“Business
Day” means (a) any day that is not a Saturday, Sunday, or a day on which
banks in New York, New York are required or permitted to be closed, and (b) with respect to all notices,
determinations, fundings and payments in connection with the LIBOR Rate or LIBOR Loans, any day that is a Business Day pursuant to clause
(a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank
market.


 


“Capital Adequacy
Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other Law,
whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.


 


“Capital Expenditures”
means, with respect to any Person for any period, the sum of (a) the aggregate of all expenditures incurred by such Person and its consolidated
Subsidiaries during such period for purchases of property, plant and equipment or similar items which, in accordance with GAAP (other
than repairs in the ordinary course), are or should be included in the statement of cash flows of such Person and its consolidated Subsidiaries
during such period, net of (b) proceeds received by the Borrower or its Restricted Subsidiaries from dispositions of property, plant and
equipment or similar items reflected in the statement of cash flows of such Person and its consolidated Subsidiaries during such period;
provided that the term “Capital Expenditures” shall not include:


 


(i)expenditures made in
connection with the replacement, substitution, restoration or repair of assets to the extent financed from insurance proceeds or compensation
awards paid on account of a Casualty Event,


 


(ii)the purchase price of
equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase
price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time,


 


(iii) the purchase of property,
plant or equipment to the extent financed with the proceeds of dispositions of assets outside the ordinary course of business,


 


(iv)expenditures that constitute
any part of consolidated lease expense to the extent relating to operating leases,


 


(v)any expenditures made
as payments of the consideration for a Permitted Acquisition (or Investments similar to those made for a Permitted Acquisition) and expenditures
made in connection with the Transactions, and


 


(vi)expenditures to the
extent the Borrower or any of its Restricted Subsidiaries has received reimbursement in cash from a Person that is not an Affiliate of
any of the Obligors and for which neither the Borrower nor any of its Restricted Subsidiaries has provided or is required to provide or
incur, directly or indirectly, any consideration or obligation to such Person or any other Person.


 


“Capital Lease”
means, as applied to any Person, all leases of property that have been or should be, in accordance with GAAP, recorded as capitalized
leases on the balance sheet of such Person.


 


“Capital Lease
Obligation” means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that,
in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.


 


“Cash
Dominion Period” means (a) any period commencing from the date that Availability shall have been less than the greater of (i)
10.0% of the Maximum Credit and (ii) $22,500,00010,000,000,
for five (5) consecutive Business Days and ending on the date on which Availability shall have been at least the greater of (i) 10.0%
of the Maximum Credit and (ii) $22,500,000 10,000,000
for twenty (20) consecutive calendar days or (b) upon the occurrence of a Specified Event of Default, the period that such
Specified Event of Default shall be continuing.


 






    -9-


     


    

 


“Cash Equivalents”
means:


 


(1)       United
States dollars or Canadian dollars;


 


(2)       (a)
euro, pounds sterling or any national currency of any participating member state of the EMU or (b) other currencies held by the Borrower
and its Restricted Subsidiaries from time to time in the ordinary course of business;


 


(3)       securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. federal government or any country that is a member
state of the EMU or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit
obligation of such government with maturities of 12 months or less from the date of acquisition;


 


(4)       certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and
surplus of not less than $100.0 million in the case of U.S. banks or other U.S. financial institutions and $100.0 million (or the U.S.
dollar equivalent as of the date of determination) in the case of non-U.S. banks or other non-U.S. financial institutions;


 


(5)       repurchase
obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting
the qualifications specified in clause (4) above;


 


(6)       commercial
paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 12 months after the date of creation
thereof;


 


(7)       marketable
short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
and in each case maturing within 12 months after the date of creation thereof;


 


(8)       investment
funds investing 90% of their assets in securities of the types described in clauses (1) through (7) above and (9) through (12) below;


 


(9)       securities
issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political
subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof or any political subdivision
or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than
12 months from the date of acquisition thereof and, at the time of acquisition;


 


(10)       readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision
or public instrumentality thereof, in each case (other than in the case of such securities issued or guaranteed by any participating member
state of the EMU) having a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P
with maturities of 12 months or less from the date of acquisition;


 


(11)       Debt
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s
with maturities of 12 months or less from the date of acquisition; and


 


(12)       Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.


 


Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided
that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event
within ten Business Days following the receipt of such amounts.


 






    -10-


     


    

 


“Cash Management
Bank” means any Person that was a Lender, the Agent, any Arranger or any Affiliate of the foregoing at the time it provided
or incurred any Cash Management Obligations or any Person that shall have become a Lender, the Agent or an Affiliate of a Lender, the
Agent at any time after it has provided or incurred any Cash Management Obligations.


 


“Cash Management
Document” means any certificate, agreement or other document executed by any Obligor or any of its Restricted Subsidiaries in
respect of the Cash Management Obligations of any such Person.


 


“Cash Management
Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect
of cash management or related services (including treasury, depository, return item, overdraft, controlled disbursement, credit, merchant
store value or debit card, purchase card, e-payables services, electronic funds transfer, interstate depository network, automatic clearing
house transfer (including the ACH processing of electronic funds transfers through the Federal Reserve Fedline system) and other cash
management arrangements) provided by any Cash Management Bank, including obligations for the payment of fees, interest, charges, expenses,
attorneys’ fees and disbursements in connection therewith.


 


“Cash Receipts”
has the meaning specified in Section 8.23(c).


 


“Casualty Event”
means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation
awards in respect of any equipment, fixed assets or Real Estate (including any improvements thereon) to replace or repair such equipment,
fixed assets or Real Estate.


 


“CFC”
means a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Change
in Law” means the occurrence, after the Closing Restatement
Effective Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration or interpretation thereof by any Governmental Authority or (c) the
making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;
provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines or directives thereunder or issued in connection therewith (but solely to the extent the relevant
increased costs would have been included if they had been imposed under applicable increased cost provisions) and (y) Basel III and all
requests, rules, guidelines or directives thereunder or issued in connection therewith (but solely to the extent the relevant increased
costs would have been included if they had been imposed under applicable increased cost provisions), shall in each case be deemed to be
a “Change in Law,” regardless of the date enacted, adopted or issued.


 


“Change of Control”
means and will be deemed to have occurred if:


 


(a)       any
Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee
benefit plan of such Person, entity or “group” and their respective Subsidiaries and any Person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders, shall at any time have acquired
direct or indirect beneficial ownership (as defined in SEC Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of Voting Stock with the
power to elect a majority of the members of the Board of Directors of Holdings (or, for the avoidance of doubt, any New Holdings or Successor
Holdings); and/or


 


(b)       the
failure of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings), directly or indirectly through wholly owned
subsidiaries, to own beneficially and of record, all of the Stock of the Borrower; and/or


 


(c)       Continuing
Directors shall not constitute at least a majority of the Board of Directors of Holdings; and/or


 






    -11-


     


    

 



 


(d)       a
“change of control” or any comparable term under any document governing any Material Indebtedness consisting of Debt for Borrowed
Money.


 


“Charter Documents”
means, with respect to any Person, the certificate or articles of incorporation or organization, memoranda of association, by-laws or
operating agreement, and other organizational or governing documents of such Person.


 


“Chattel Paper”
means all of the Obligors’ now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.


 


“Class”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Extended Revolving Loans (of the same Extension Series and any related swing line loans thereunder) or Swingline Loans, and, when used
in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, an Extended Revolving Credit Commitment
(of the same Extension Series and any related swing line commitment thereunder) or a Swingline Commitment and when used in reference to
any Lender, refers to whether such Lender has a Loan or Commitment of such Class. A FILO Tranche may be treated as a separate Class of
Loans or Commitments under this Agreement.


 


“Closing
Date” means the later of the Original Agreement
Date and the first date on which all of the applicable conditions set forth in Section 9.1 have
been of the Original Credit Agreement were fulfilled
(or waived in writing by the Agent and the Arrangers).


 


“Co-Documentation
Agents” means each of Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC, each in its capacity
as a co-documentation agent under this Agreement.


 


“Co-Syndication
Agents” means each of JPMorgan and Goldman Sachs Bank USA, each in its capacity as a co-syndication agent under
this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Collateral”
means the Stock of the Borrower and each directly wholly-owned Restricted Subsidiary of the Borrower or any Guarantor, all of the Obligors’
personal property, the Mortgaged Properties, if any, and all other assets of any Person, in each case from time to time subject to the
Collateral Agent’s Liens securing payment or performance of any Obligations; provided, however, that at no time shall
the term “Collateral” include any Excluded Assets.


 


“Collateral Agent”
means Barclays, in its capacity as the collateral agent for the Secured Parties, or any successor collateral agent appointed in accordance
with this Agreement and the other Loan Documents.


 


“Collateral Agent’s
Liens” means the Liens on the Collateral granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to
the Security Documents and securing the Obligations.


 


“Collateral and
Guarantee Requirement” means, at any time, the requirement that:


 


(a)       the
Collateral Agent shall have received each Security Document required to be delivered on the Closing Date pursuant to Section 9.1(a)(ii)
or, after the Closing Date, pursuant to Sections 8.22, 8.23 and 8.29 at such time required by such Security Documents
or such section to be delivered in each case, duly executed by each Obligor thereto;


 


(b)       all
Obligations shall have been unconditionally guaranteed by each Restricted Subsidiary (other than any Excluded Subsidiary) including as
of the Closing Restatement
Effective Date those that are listed on Schedule 1.2;


 


(c)       the
Obligations and the Guarantees shall have been secured pursuant to the Security Agreement by a security interest in (i) all the Stock
of the Borrower and (ii) all Stock (other than Excluded Stock) held directly by the Borrower or any Guarantor in any Wholly Owned Subsidiary
(and, in each case, the Collateral Agent shall have received certificates or other instruments representing all such Stock (if any), together
with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, if applicable);


 






    -12-


     


    

 


(d)       except
to the extent otherwise provided hereunder or under any Security Document, the Obligations and the Guarantees shall have been secured
by a perfected security interest (to the extent such security interest may be perfected by (v) delivering certificated securities or instruments,
(w) filing personal property financing statements, (x) making any necessary filings with the United States Patent and Trademark Office
or United States Copyright Office and (y) control (to the extent required by Section 8.23)) in substantially all tangible and intangible
personal property of the Borrower and each Guarantor (including, without limitation, accounts receivable, inventory, equipment, investment
property, Intellectual Property, intercompany notes, contracts, instruments, chattel paper and documents, letter of credit rights, commercial
tort claims, cash, deposit accounts, securities and commodity accounts, other General Intangibles, books and records related to the foregoing
and, in each case, proceeds of the foregoing), in each case to the extent, and with the priority, required by the Security Documents and
in the event the Borrower incurs any secured Debt in the form of a term loan or notes pursuant to Section 8.12(q)(x), (A) any such
security interests in the Collateral shall be subject to the terms of the Intercreditor Agreement, (B) the Obligations and the Guarantees
shall be secured by second-priority Mortgages on any Real Estate pledged or mortgaged to secure such Debt (solely to the extent such Real
Estate is pledged as “collateral” to secure such Debt) and (C) the priority of the Collateral Agent’s security interest
on the Current Asset Collateral and the Fixed Asset Collateral, respectively, shall be as set forth in the Intercreditor Agreement;


 


(e)       none
of the Collateral shall be subject to any Liens other than Permitted Liens;


 


(f)       solely
to the extent (i) the Borrower has incurred secured Debt in the form of a term loan or notes pursuant to Section 8.12(q)(x) and
(ii) such Real Estate is pledged as “collateral” to secure such Debt, the Collateral Agent shall have received ,
subject to clause (i) of the last paragraph of this definition, (i) counterparts of a Mortgage with respect to any Real Estate
required to be delivered pursuant to Section 8.22 (the “Mortgaged Properties”) duly executed and delivered by
the record owner of such property, (ii) a title insurance policy for such property or the equivalent or other form (if applicable) available
in each applicable jurisdiction insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any
other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Collateral Agents may reasonably
request, (iii) either an existing survey together with a no change affidavit sufficient for the title insurance company to remove the
standard survey exception and issue the survey related endorsements or a new ALTA survey in form and substance reasonably acceptable to
the Collateral Agent, (iv) existing abstracts and existing appraisals, (v) opinions addressed to the Collateral Agent and the Secured
Parties from (a) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection
of the Mortgages and other matters customarily included in such opinions and (b) counsel for the Borrower regarding due authorization,
execution and delivery of the Mortgages, in each case, in form and substance reasonably satisfactory to the Collateral Agent, (vi) a “Life-of
Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together
with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Obligor)
and, if the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), copies of (a) the insurance policies
required by Section 8.5, (b) declaration pages relating thereto, (c) flood insurance in an amount and form that would be considered
sufficient under the Flood Insurance Laws and otherwise, in form and substance reasonably satisfactory to the Collateral Agent and each
Lender and (vii) such other documents as the Collateral Agent may reasonably request with respect to such Mortgaged Property;
and


 






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(g)       (i)
except with respect to intercompany Debt, if any, Debt for Borrowed Money in a principal amount in excess of $2,500,000 (individually)
is owing to any Obligor and such Debt is evidenced by a promissory note, the Collateral Agent shall have received such promissory note,
together with undated instruments of transfer with respect thereto endorsed in blank and (ii) with respect to intercompany Debt, all Debt
of the Borrower and each of its Restricted Subsidiaries that is owing to any Obligor (or Person required to become an Obligor) shall be
evidenced by the Subordinated Intercompany Note, and the Collateral Agent shall have received such Subordinated Intercompany Note duly
executed by the Borrower, each such Restricted Subsidiary and each such other Obligor, together with undated instruments of transfer with
respect thereto endorsed in blank.


 


The foregoing definition
shall not require the creation or perfection of pledges of, or security interests in, or the obtaining of title insurance or surveys with
respect to, particular assets if and for so long as the Agent and the Borrower agree in writing that the cost of creating or perfecting
such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive
in view of the benefits to be obtained by the Secured Parties therefrom.


 


The
Agent may grant extensions of time for the provision or perfection of security interests in, or the obtaining of title insurance and surveys
with respect to, particular assets (including extensions beyond the Closing Date Restatement
Effective for the perfection of security interests in the assets of the Obligors on such date) where it reasonably determines,
in consultation with the Borrower, that provision or perfection cannot be accomplished without undue effort or expense by the time or
times at which it would otherwise be required by this Agreement or the Security Documents.


 


Notwithstanding
the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect
to leases of Real Estate entered into by any Obligor, such Obligor shall not be required to take any action with respect to creation
or perfection of security interests with respect to such leases (including requirements to deliver landlord lien waivers, estoppel and
collateral access letters), (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement
shall be subject to exceptions and limitations set forth in the Security Documents, (c) the Collateral and Guarantee Requirement shall
not apply to any of the following assets: (i) any fee-owned Real Estate (unless, in each case, it has been pledged or mortgaged as Fixed
Assets Asset
Collateral) and any leasehold interests in Real Estate; provided that no Equipment attached or affixed to or located
on such Real Estate to the extent such Equipment constitutes a fixture shall be excluded from Collateral, unless such Equipment otherwise
constitutes an Excluded Asset under any other subclause of this clause (c), (ii) any governmental licenses or state or local franchises,
charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or authorization would be prohibited
or restricted thereby (including any legally effective prohibition or restriction) after giving effect to the applicable anti-assignment
clauses of the UCC and applicable Laws, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective
under the UCC or any similar applicable laws notwithstanding such prohibition, (iii) assets and personal property for which a pledge
thereof or a security interest therein is prohibited by applicable Laws (including any legally effective requirement to obtain the consent
of any Governmental Authority), (iv) Excluded Stock (other than Stock that are Excluded Stock solely as a result of having been issued
by Immaterial Subsidiaries), (v) assets and personal property to the extent a security interest in such assets would result in material
adverse tax consequences as reasonably determined, in writing, by the Borrower in consultation with the Agent, (vi) any intent-to-use
trademark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use”
with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein
would impair the validity or enforceability of such intent-to-use trademark application under applicable federal Law, (vii) any lease,
license, contract or other agreements or any property (including personal property) subject to a purchase money security interest, Capital
Lease Obligation or similar arrangements, in each case to the extent permitted under the Loan Documents, to the extent that a pledge
thereof or a security interest therein would violate or invalidate such lease, license, contract or agreement, purchase money, Capital
Lease or similar arrangement, or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor)
after giving effect to the applicable anti-assignment clauses of the UCC and applicable Laws, other than the proceeds and receivables
thereof the assignment of which is expressly deemed effective under the UCC or any similar applicable Laws notwithstanding such prohibition,
and (viii) any assets as to which the Agent and the Borrower reasonably agree in writing that the cost of obtaining a security interest
or perfection thereof is excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the assets excluded
pursuant to this clause (c), collectively, the “Excluded Assets”; provided that notwithstanding anything
herein to the contrary, Excluded Assets shall not include any proceeds, replacements or substitutions of Collateral (unless such proceeds,
replacements or substitutions otherwise constitute Excluded Assets)), (d) control agreements shall not be required with respect to any
deposit accounts, securities accounts or commodities accounts except to the extent set forth in Section 8.23, (e) share certificates
of Immaterial Subsidiaries and non-Subsidiaries shall not be required to be delivered, (f) no perfection actions shall be required with
respect to (i) motor vehicles and other Titled Goods and letter of credit rights, except to the extent perfection is accomplished solely
by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter
of credit rights, other than the filing of a UCC financing statement) and (ii) commercial tort claims with an individual value of less
than $2,500,000, (g) promissory notes to the extent evidencing Debt in a principal amount less than $2,500,000, and
(h) no actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required to
be taken to create any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable any security
interests in any such assets (it being understood that there shall be no Security Document (or other security agreements or pledge agreements)
governed under the laws of any non-U.S. jurisdiction) ,
(i) no Real Estate shall be taken as Collateral unless the Lenders receive 45 days advance notice and each Lender confirms to the Agent
in writing that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance
compliance as required by the Flood Insurance Laws or as otherwise satisfactory to such Lender and (j) at any time that any Real Estate
constitutes Collateral, no modification of a Loan Document shall add, increase, renew or extend any loan, commitment or credit line hereunder
until each Lender confirms to Agent in writing that it has completed all flood insurance due diligence and flood insurance compliance
required by the Flood Insurance Laws or as otherwise satisfactory to all Lenders.


 






    -14-


     


    

 


“Commitment”
means, (a) with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment, Extended Revolving
Credit Commitment or a Revolving Credit Commitment Increase or any combination thereof (as the context requires), (b) with respect to
the applicable Swingline Lender, or swingline lender under any Extended Revolving Credit Commitments, its Swingline Commitment or swingline
commitment, as applicable and (c) with respect to each Letter of Credit Issuer, such Letter of Credit Issuer’s L/C Commitment.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D or in such other form as may be reasonably satisfactory to the Agent.


 


“Concentration
Account” has the meaning specified in Section 8.23(c).


 


“Conforming
Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the
definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, the applicability and length of lookback periods, the applicability of Section 5.4 and other technical, administrative or operational
matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and
administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption
of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration
of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


“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
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and
amortization expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees and expenses,
capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, of such
Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 






    -15-


     


    

 


“Consolidated
EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries
for such period; plus


 


(a)       the
following in each case to the extent deducted (and not added back) in computing Consolidated Net Income (other than clause (a)(10) and
(a)(13) below), but without duplication:


 


(1)       Distributions
made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.10(g)(i) during such period and provision for taxes based on
income or profits or capital gains, including, without limitation, foreign, federal, state, provincial, franchise, excise, value added
and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest
relating to such taxes or arising from any tax examinations and any payments to any Parent Entity in respect of such taxes; plus


 


(2)       total
interest expense and other financing expense (including breakage costs, premiums or consent fees and including the amortization of original
issue discount); plus


 


(3)       Consolidated
Depreciation and Amortization Expense of such Person for such period; plus


 


(4)       any
fees, expenses or charges incurred in connection with any issuance of debt or equity securities, any refinancing transaction or any amendment
or other modification of any debt instrument to the extent consummated in accordance with the terms of the Loan Documents including (i)
such fees, expenses or charges related to the Transactions, and (ii) any amendment, modification or waiver in connection with this Agreement
or any instrument governing any other Debt; plus


 


(5)       any
fees (including legal and investment banking fees), transfer or mortgage recording Taxes and other out-of-pocket costs and expenses of
such Person and its Restricted Subsidiaries (including expenses of third parties paid or reimbursed such Person and its Restricted Subsidiaries)
incurred as a result of the transactions contemplated by the Loan Documents or any Disposition of Property permitted hereunder; plus


 


(6)       any
fees and expenses incurred by such Person or any of its Restricted Subsidiaries solely in connection with any Permitted Acquisition (whether
or not consummated); plus


 


(7)       any
impairment charge or asset write-off pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP; plus


 


(8)       payments
made or accrued in such period pursuant to Section 8.14(i); plus


 


(9)       any
losses from the early extinguishment of Debt (including Hedge Agreements or other derivative instruments); plus


 


(10)       the
amount of “run rate” cost savings, operating expense reductions and other synergies (x) projected by the Borrower in good
faith to be realized as a result of specified actions taken, actions with respect to which substantial steps have been taken or actions
that are expected to be taken (which cost savings, operating expense reductions or synergies shall be calculated on a Pro Forma Basis
as though such cost savings, operating expense reductions or synergies had been realized on the first day of the applicable Test Period),
net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings, operating
expense reductions or synergies are reasonably identifiable and factually supportable, (B) such cost savings, operating expense reductions
or synergies do not exceed, when combined with the amount of any Pro Forma Adjustment made pursuant to clause (d) below, 20% of Consolidated
EBITDA for such Test Period (prior to giving effect to any increase in Consolidated EBITDA pursuant to this clause (10) or clause (d)
below) and (C) such actions have been taken, such actions with respect to which substantial steps have been taken or such actions are
expected to be taken within twelve (12) months after the date of determination to take such action; provided, further, that
the adjustments pursuant to this clause (10) may be incremental to (but not duplicative of) Pro Forma Adjustments made pursuant to clause
(d) below; or (y) that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X
under the Securities Act of 1933, as amended; plus


 






    -16-


     


    

 


(11)       any
non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights
to officers, directors or employees; plus


 


(12)       any
non-cash losses or charges, including any write offs, write downs, expenses, losses or items for such period decreasing Consolidated Net
Income for such period; plus


 


(13)       proceeds
from property or business interruption insurance received or reasonably expected to be received (to the extent not reflected as revenue
or income in Consolidated Net Income and to the extent that the related loss was deducted in the determination of Consolidated Net Income);
plus


 


(14)       all
Restructuring Costs and any other extraordinary, unusual or non-recurring expenses, losses or charges incurred; plus


 


(15)       any
non-cash loss attributable to the mark-to-market movement in the valuation of Hedge Agreements (to the extent the cash impact resulting
from such loss has not been realized) or other derivative instruments pursuant to GAAP;


 


minus


 


(b)       the
sum of the amounts for such period, solely to the extent included in Consolidated Net Income, without duplication,


 


(1)       any
non-cash gain increasing Consolidated Net Income of such Person for such period, other than the accrual of revenues in the ordinary course
of business;


 


(2)       any
non-cash gain attributable to the mark-to-market movement in the valuation of Hedge Agreements (to the extent the cash impact resulting
from such gain has not been realized) or other derivate instruments pursuant to GAAP;


 


(3)       any
gains from the early extinguishment of Debt (including Hedge Agreements or other derivative instruments); and


 


(4)       any
extraordinary, unusual or non-recurring gains increasing Consolidated Net Income for such period;


 


provided
that, to the extent non-cash gains are deducted pursuant to this clause (b) for any previous period and not otherwise added back to Consolidated
EBITDA, Consolidated EBITDA shall be increased by the amount of any cash receipts (or any netting arrangements resulting in reduced cash
expenses) in respect of such non-cash gains received in subsequent periods to the extent not already included therein;


 


plus or minus, as applicable,
without duplication


 






    -17-


     


    

 


(c)       any
net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Debt, intercompany
balances and other balance sheet items, plus or minus, as the case may be; and


 


plus


 


(d)       in
accordance with the definition of “Pro Forma Basis,” an adjustment equal to the amount, without duplication of any amount
otherwise included in any other clause of the definition of “Consolidated EBITDA,” of the Pro Forma Adjustment shall be added
to (or subtracted from) Consolidated EBITDA (including the portion thereof occurring prior to the relevant Specified Transaction and/or
Specified Restructuring) as specified in a certificate from a Responsible Officer of the Borrower delivered to the Agent (for further
delivery to the Lenders),


 


in each case, as determined on a consolidated
basis for Holdings, the Borrower and its Restricted Subsidiaries in accordance with GAAP; provided that,


 


(i)there
shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property,
business or asset acquired by the Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) to
the extent not subsequently sold, transferred or otherwise Disposed of during such period (but not including the Acquired EBITDA of any
related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including
pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Restatement
Effective Date, and not subsequently so Disposed of, an “Acquired Entity or Business”), and the Acquired
EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted
Subsidiary”), in each case based on the Acquired EBITDA of such Acquired Entity or Business or any Converted Restricted Subsidiary
for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma
Basis; and


 


(ii)there shall be excluded
in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or
otherwise Disposed of, closed or classified as discontinued operations by Holdings, the Borrower or any Restricted Subsidiary to the extent
not subsequently reacquired, reclassified or continued, in each case, during such period (each such Person (other than an Unrestricted
Subsidiary), property, business or asset so sold, transferred or otherwise Disposed of, closed or classified, a “Sold Entity
or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during
such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity
or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer,
disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.


 


Notwithstanding anything
to the contrary contained herein and subject to adjustments as provided in clauses (i) and (ii) of the immediately preceding proviso with
respect to acquisitions and dispositions occurring prior to, on and following the Closing Date and other adjustments as contemplated in
the definitions of “Pro Forma Basis” and “Pro Forma Effect”, including as provided under clause (a)(10) above
or clause (d) above or in the definition of “Pro Forma Adjustment”, Consolidated EBITDA shall be deemed to be, $(1,806,594.21),
$1,335,155.97 and $6,246,115.70, respectively, for the Fiscal Quarters ended June 30, 2016, September 30, 2016 and December 31, 2016.


 






    -18-


     


    

 


“Consolidated
Interest Expense” means cash interest expense (including that attributable to Capital Leases), net of cash interest income of
Holdings, the Borrower and its Restricted Subsidiaries with respect to all outstanding Debt of Holdings, the Borrower and its Restricted
Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and net cash costs (less net cash payments) under Hedge Agreements, but excluding, for the avoidance of doubt:


 


(a)       capitalized
interest whether paid or accrued and the amortization of original issue discount resulting from the issuance of Debt at less than par;


 


(b)       amortization
of deferred financing costs, debt issuance costs, commissions, fees and expenses;


 


(c)       any
expenses resulting from discounting of Debt in connection with the application of recapitalization accounting or purchase accounting;


 


(d)       penalties
or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or
pushdown accounting;


 


(e)       the
accretion or accrual of, or accrued interest on, discounted liabilities during such period;


 


(f)       non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedge Agreements or other derivative
instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging;


 


(g)       any
one-time cash costs associated with breakage in respect of Hedge Agreements for interest rates;


 


(h)       all
non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations;


 


(i)       expensing
of bridge, arrangement, structuring, commitment or other financing fees; and


 


(j)       any
other non-cash interest expense,


 


all calculated on a consolidated
basis in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any Person for any period, without duplication, the aggregate of (a) the Net Income, attributable
to such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP
(adjusted to exclude the equity interests in any Unrestricted Subsidiary owned by such Person or any of its Restricted Subsidiaries);
plus (b) the amount of distributions received in cash or Cash Equivalents by such Person or any of its Restricted Subsidiaries
from any Subsidiary (including any Unrestricted Subsidiary) for such period, to the extent not already included in clause (a) above minus
(c) (i) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting
policies during such period, (ii) the income (or loss) of any Person (other than a Restricted Subsidiary of such Person) in which any
other Person (other than such Person or any of its Restricted Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to such Person or any of its Restricted Subsidiaries by such Person during such period,
(iii) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of such Person or is merged into
or consolidated with such Person or any of its Restricted Subsidiaries or that Person’s assets are acquired by such Person or any
of its Restricted Subsidiaries (except as may be required in connection with the calculation of a covenant or test on a pro forma basis),
(iv) the income of any Restricted Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary, (v) any after-Tax gains or
losses attributable to Dispositions of property permitted under this Agreement, in each case other than in the ordinary course of business
(as determined in good faith by the Borrower) or returned surplus assets of any Pension Plan, (vi) any net after-Tax gains or losses from
disposed, abandoned, transferred, closed or discontinued operations and any net after-Tax gains or losses on disposal of disposed, abandoned,
transferred, closed or discontinued operations, (vii) any losses and expenses with respect to liability or casualty events to the extent
covered by insurance or indemnification and actually reimbursed or so long as the Borrower has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such
amount is (a) not denied by the applicable carrier or indemnifying party in writing within 180 days and (b) in fact reimbursed within
365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days)
and (viii) (to the extent not included in sub-clauses (i) through (vii) above) any net extraordinary gains or net extraordinary losses.


 






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In addition, to the extent
not already accounted for in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the
contrary in the foregoing, Consolidated Net Income shall include (without duplication) (i) the amount of proceeds received during such
period from business interruption insurance in respect of insured claims for such period, (ii) the amount of proceeds as to which the
Borrower has determined there is reasonable evidence it will be reimbursed by the insurer in respect of such period from business interruption
insurance (with a deduction for any amounts so added back to the extent denied by the applicable carrier in writing within 180 days or
not so reimbursed within 365 days) and (iii) reimbursements received of any expenses and charges that are covered by indemnification or
other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets
permitted hereunder.


 


“Consolidated
Parties” means Holdings, the Borrower and each of its Subsidiaries whose financial statements are consolidated with the Borrower’s
financial statements in accordance with GAAP.


 


“Consolidated
Total Assets” means, as of any date of determination, the total amount of all assets of Holdings, the Borrower and the Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.


 


“Consolidated
Total Debt” means, as of any date of determination, (a) the aggregate principal amount of indebtedness of Holdings, the Borrower
and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the
effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with the Transactions,
any Permitted Acquisition or Investments similar to those made for Permitted Acquisitions), consisting of Debt for Borrowed Money, Unpaid
Drawings, Capital Lease Obligations and third party debt obligations evidenced by promissory notes or similar instruments, minus
(b) the aggregate amount of domestic cash and Cash Equivalents on the consolidated balance sheet of Holdings, the Borrower and its Restricted
Subsidiaries on such date, excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance
sheet of Holdings, the Borrower and its Restricted Subsidiaries as of such date. It is understood that to the extent the Borrower or any
Restricted Subsidiary incurs any Debt and receives the proceeds of such Debt, for purposes of determining any incurrence test under this
Agreement and whether the Borrower is in compliance on a Pro Forma Basis with any such test, the proceeds of such incurrence shall not
be considered cash or Cash Equivalents for purposes of any “netting” pursuant to clause (b) of this definition.


 


“Contaminant”
means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance
or waste, friable asbestos, polychlorinated biphenyls (“PCBs”), or any other substance, waste or material regulated
under Environmental Law.


 


“Continuation/Conversion
Date” means the date on which a Loan is converted into or continued as a LIBOR Term
SOFR Loan.


 


“Continuing
Director” means, at any date, an individual (a) who is a member of the Board of Directors of Holdings on the Closing
Restatement Effective Date, (b) who, as at such
date, has been a member of such Board of Directors for at least the 12 preceding months, (c) who has been nominated or designated to be
a member of such Board of Directors, directly or indirectly, by the Permitted Holders or Persons nominated or designated by the Permitted
Holders or (d) who has been nominated or designated to be, or designated as, a member of such Board of Directors by a majority of the
other Continuing Directors then in office.


 


“Converted Restricted
Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”


 






    -20-


     


    

 


“Converted Unrestricted
Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”


 


“Corrective Extension
Agreement” has the meaning specified in Section 2.7(e).


 


“Covered
Entity” shall have the meaning assigned to such term in Section 14.22.


 


“Covered
Party” shall have the meaning assigned to such term in Section 14.22.


 


“Covenant
Trigger Period” means any period (a) commencing on the date upon which Availability is less than the greater of (i) 10.0% of
the Maximum Credit and (ii) 22,500,000 10,000,000
and (b) ending on the date upon which Availability shall have been at least equal to the greater of (i) 10.0% of the Maximum
Credit and (ii) 22,500,000 10,000,000
for a period of thirty (30) consecutive calendar days.


 


“Credit Card
Accounts Receivables” means each “payment intangible” (as defined in the UCC) together with all income, payments
and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to an Obligor resulting from charges by a customer of an Obligor
on credit or debit cards issued by such Credit Card Issuer in connection with the sale of Inventory by an Obligor, or services performed
by an Obligor, in each case in the ordinary course of its business.


 


“Credit Card
Issuer” shall mean any person who issues or whose members issue credit or debit cards, including, without limitation, MasterCard
or VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc., Visa, U.S.A., Inc.
or Visa International and American Express, Discover, Diners Club, Carte Blanche and other non-bank credit or debit cards, including,
without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc., and Novus Services,
Inc. and other issuers approved by the Collateral Agent.


 


“Credit Card
Processor” shall mean any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes
or manages the credit authorization, billing transfer and/or payment procedures with respect to any Obligor’s sales transactions
involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer.


 


“Cure Amount”
has the meaning specified in Section 10.4(a).


 


“Cure Deadline”
has the meaning specified in Section 10.4(a).


 


“Cure Right”
has the meaning specified in Section 10.4(a).


 


“Current Asset
Collateral” means (i) Accounts and Chattel Paper (in each case, other than to the extent constituting identifiable proceeds
of Fixed Asset Collateral), and Credit Card Accounts Receivables; (ii) Deposit Accounts (and all balances, cash, checks and other negotiable
instruments, funds and other evidences of payment held therein) and Securities Accounts (and all balances, cash, checks, securities, securities
entitlements, financial assets and instruments (whether negotiable or otherwise), funds and other evidences of payment held therein),
other than a Deposit Account or Securities Account containing exclusively identifiable proceeds of Fixed Asset Collateral; (iii) all Inventory;
(iv) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing assets described in clauses
(i) through (iii), all Documents, General Intangibles, Instruments, Investment Property (other than equity interests in Subsidiaries),
Commercial Tort Claims, Letters of Credit, Letter-of-Credit Rights and Supporting Obligations; provided, however, that to the extent
any of the foregoing also evidence, govern, secure or otherwise reasonably relate to any Fixed Asset Collateral only that portion that
evidences, governs, secures or primarily relates to Current Asset Collateral shall constitute Current Asset Collateral; provided,
further, that the foregoing shall not include any Intellectual Property; (v) all books, records and documents related to the foregoing
(including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any
of the foregoing); and (vi) all Proceeds and products of any or all of the foregoing in whatever form received, including proceeds of
business interruption and other insurance and claims against third parties. For purposes of this definition, capitalized terms used but
not defined elsewhere in this Agreement shall have the meanings set forth in Articles 8 or 9 of the UCC.


 






    -21-


     


    

 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) (i) SOFR for the
day (such day “i”) that is five U.S. Government Securities Business Days prior to (A) if such SOFR Rate Day is a U.S.
Government Securities Business Day, such SOFR Rate Day or (B) 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 published by the
SOFR Administrator on the SOFR Administrator’s Website plus (ii) the Applicable SOFR Adjustment and (b) 0.00%. If by 5:00 pm (New
York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any day “i”,
the SOFR in respect of such day “i” has not been published on the SOFR Administrator’s Website and a Benchmark
Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the
SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the
SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation
of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall
be effective from and including the effective date of such change in SOFR without notice to the Borrower.


 


“Daily
Simple SOFR Interest Payment Date” means, with respect to any Daily Simple SOFR Loan, each date that is on the numerically corresponding
day in each calendar month that is three months after the date of the Borrowing of which such Loan is a part.


 


“Daily
Simple SOFR Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR. 


 


“Debt”
means, without duplication, all


 


(a)       indebtedness
for borrowed money (excluding any obligations arising from warranties as to inventory in the ordinary course of business) and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar instruments;


 


(b)       the
deferred purchase price of property or services (other than trade accounts payable, liabilities or accrued expenses in the ordinary course
of business) to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with
GAAP;


 


(c)       all
obligations and liabilities of any Person secured by any Lien on an Obligor’s or any of its Restricted Subsidiaries’ property,
even if such Obligor or Restricted Subsidiary shall not have assumed or become liable for the payment thereof; provided, however,
that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent
of the book value of such property as would be shown on a balance sheet of the Consolidated Parties prepared in accordance with GAAP or,
if higher, the Fair Market Value of such property;


 


(d)       all
obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect
to property used or acquired by a Borrower or any of its Restricted Subsidiaries, even if the rights and remedies of the lessor, seller
or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities
which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would
be shown on a balance sheet of the Consolidated Parties prepared in accordance with GAAP or, if higher, the Fair Market Value of such
property;


 


(e)       the
present value (discounted at the Base Rate) of lease payments due under synthetic leases;


 


(f)       the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including
standby and commercial), banker’s acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or
created by or for the account of such Person;


 


(g)       all
net obligations of any Person in respect of Hedge Agreements;


 






    -22-


     


    

 


(h)       all
obligations of such Person in respect of Disqualified Stock; and


 


(i)       all
obligations and liabilities under Guaranties in respect of obligations of the type described in any of clauses (a) through (g)
above;


 


provided
that Debt shall not include (i) prepaid or deferred revenue arising in the ordinary course of business, (ii) purchase price holdbacks
in respect of Permitted Acquisitions (or Investments similar to Permitted Acquisitions) arising in the ordinary course of business in
respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (iii) earn out
obligations in connection with a Permitted Acquisition (or an Investment similar to a Permitted Acquisition) unless such obligations become
a liability on the balance sheet of such Person in accordance with GAAP and are not paid after becoming due and payable and (iv) Guaranties
incurred (other than with respect to Debt) in the ordinary course of business.


 


For all purposes hereof,
the Debt of any Person shall (A) include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s
liability for such Debt is otherwise limited and only to the extent such Debt would be included in the calculation of Consolidated Total
Debt and (B) in the case of Holdings, the Borrower and its Restricted Subsidiaries, exclude all intercompany Debt having a term not exceeding
364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice.
The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Swap Termination Value thereof as of
such date.


 


“Debt for Borrowed
Money” of any Person at any time means, on a consolidated basis, the sum of all debt for borrowed money of such Person at such
time.


 


“Default”
means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise
remedied during such time) constitute an Event of Default.


 


“Default Rate”
means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate plus (b) two percent
(2.00%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate.


 


“Default
Right” shall have the meaning assigned to such term in Section 14.22.


 


“Defaulting Lender”
means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender
Default.”


 


“Deposit Account
Control Agreement” has the meaning specified in Section 8.23(a).


 


“Deposit Accounts”
means all “deposit accounts” as such term is defined in the UCC and all accounts with a deposit function maintained at a financial
institution, now or hereafter held in the name of the Borrower or any Guarantor.


 


“Designated Account”
has the meaning specified in Section 2.4(b).


 


“Designated Non-Cash
Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or its Restricted Subsidiaries
in connection with a Disposition pursuant to clause (t) of the definition of “Permitted Dispositions” that is designated
as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer of the Borrower delivered to the
Agent, setting forth the basis of such valuation (which amount will be reduced by (i) the Fair Market Value of the portion of the
non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition and (ii) the amount
of Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration).


 






    -23-


     


    

 


“Disposed EBITDA”
means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period
of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary (determined as if references to the Borrower
and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions
used therein) were references to such Sold Entity or Business and its Subsidiaries or to such Converted Unrestricted Subsidiary and its
Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.


 


“Disposition”
or “Dispose” means the sale, lease, assignment, transfer or other disposition (including any transaction contemplated
by Section 8.18 and any sale of Stock) of any property by any Person; provided that “Disposition” and “Dispose”
shall not be deemed to include any Casualty Event or any issuance by Holdings (or any Parent Entity) of any of its Stock to another Person.


 


“Disqualified
Lenders” means (a) such Persons that have been specified in writing to the Agent and the Arrangers (i) on or prior to the Closing
Restatement Effective Date or (ii) after the Closing
Date Restatement Effective with the consent of the
Agent as being “Disqualified Lenders,” (b) those Persons who are competitors of the Borrower and its Subsidiaries that are
separately identified in writing by the Borrower from time to time to the Agent and (c) in the case of each of clauses (a) and
(b), any of their Affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are
affiliates of the Persons referenced in clause (b) above) that are either (i) identified in writing to the Agent by the Borrower from
time to time or (ii) readily identifiable solely on the basis of such Affiliate’s name; provided that no such updates to
the list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest
in respect of Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein
for Lenders that are not Disqualified Lenders.


 


“Disqualified
Stock” means that portion of any Stock which, by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control or as a result of a Disposition of assets or Casualty Event), matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control or as a result
of a Disposition of assets or Casualty Event) on or prior to the six-month anniversary of the Stated Termination Date; provided
that, if such Stock is issued pursuant to any plan for the benefit of employees of Holdings (or any Parent Entity thereof), the Borrower
or any of its Subsidiaries or by any such plan to such employees, such Stock shall not constitute Disqualified Stock solely because it
may be required to be repurchased by Holdings (or any Parent Entity thereof), the Borrower or any of its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations.


 


“Distressed Person”
has the meaning specified in the definition of “Lender-Related Distress Event.”


 


“Distribution”
means (a) the payment or making of any dividend or other distribution of property in respect of Stock or other Stock (or any options or
warrants for, or other rights with respect to, such stock or other Stock) of any Person, other than distributions in Stock or other Stock
(or any options or warrants for such stock or other Stock) of any class other than Disqualified Stock, or (b) the direct or indirect redemption
or other acquisition by any Person of any Stock or other Stock (or any options or warrants for such stock or other Stock) of such Person
or any direct or indirect shareholder or other equity holder of such Person.


 


“Documents”
means all “documents” as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents
of title, now owned or hereafter acquired by any Obligor.


 


“DOL”
means the United States Department of Labor or any successor department or agency.


 


“Dollar”
and “$” mean dollars in the lawful currency of the United States. Unless otherwise specified, all payments under this
Agreement shall be made in Dollars.


 


“Domestic Subsidiary”
means any Subsidiary of the Borrower that is organized under the laws of the United States, any State of the United States or the District
of Columbia.


 






    -24-


     


    

 


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


 


“EEA
Member Country” means any of the member state
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 degreedelegee)
having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Accounts”
means, as of any date of determination, the aggregate amount of all Accounts created by the Obligors in the ordinary course of the Obligors’
business, and in any event including rights to payment, that arise out of each Obligor’s sale of goods or rendition of services
or the lease or rental of goods by such Obligor, that comply with each of the representations and warranties respecting Eligible Accounts
made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below.
In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, finance charges, and unapplied
cash. Eligible Accounts shall not include the following:


 


(a)       Accounts
that are past due for more than 60 days or that the Account Debtor has failed to pay within 90 days of original invoice date,


 


(b)       Accounts
owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed
ineligible under clause (a) above,


 


(c)       Accounts
with respect to which the Account Debtor is an Affiliate of an Obligor or an employee or agent of Borrower or any Affiliate of Borrower,
except for an Account Debtor (x) that is a portfolio company owned by Sponsor or (y) that has appointed (or has the right to appoint)
less than one third of the Board of Directors of the Borrower; provided that (i) in each case, such Account is on arm’s-length
terms and arises in the ordinary course of business of such Obligor and such Affiliate and is administered in accordance with the customary
collection and credit policies of Borrower and (ii) the aggregate amount of all such Accounts included in the calculation of Eligible
Accounts pursuant to clauses (x) and (y) above shall not exceed (A) to the extent that the applicable Account Debtors are rated by both
of Moody’s and S&P as Investment Grade, 35% of the Eligible Accounts or (B) to the extent that the applicable Account Debtors
are not rated by both of Moody’s and S&P as Investment Grade, 25% of the Eligible Accounts,


 


(d)       Accounts
arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on
approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,


 


(e)       Accounts
that are not payable in Dollars,


 


(f)       Accounts
with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not
organized under the laws of the United States or any state or territory thereof, or (iii) is the government of any foreign country or
sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public
corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory
to the Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to the Agent and is directly drawable
by the Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory
to the Agent,


 






    -25-


     


    

 


(g)       Accounts
with respect to which the Account Debtor is (i) the United States or any department, agency, or instrumentality of the United States (exclusive,
however, of Accounts with respect to which the Obligors have complied, to the reasonable satisfaction of the Agent, with the Assignment
of Claims Act, 31 USC §3727) or (ii) any State (or political subdivision) of the United States,


 


(h)       Accounts
with respect to which the Account Debtor is a creditor of Borrower, has or has asserted a right of setoff, or has disputed its obligation
to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute,


 


(i)       Accounts
with respect to an Account Debtor whose total obligations owing to Borrower exceed (x) 45%
(in the case of Pioneer; provided that Pioneer is rated by both of Moody’s and S&P as Investment Grade), (y) 35%
(in the case of XTO Energy Inc. and Pioneer; provided that the
applicable Account Debtor XTO Energy Inc. is rated
by both of Moody’s and S&P as Investment Grade) and (yz)
25% (in the case of any other Account Debtor) (in each case, such percentage, as applied to a particular Account Debtor, being subject
to reduction by the Agent in its Reasonable Credit Judgment if the creditworthiness of such Account Debtor deteriorates), of all Eligible
Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage,


 


(j)       Accounts
with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which
Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account
Debtor,


 


(k)       Accounts,
the collection of which, the Agent, in its Reasonable Credit Judgment, believes to be doubtful by reason of the Account Debtor’s
financial condition,


 


(l)       Accounts
that are not subject to a first priority perfected Lien in favor of the Collateral Agent,


 


(m)       Accounts
that are subject to a Lien other than the Lien of the Collateral Agent (except for Permitted Liens that do not have priority over the
Lien in favor of the Collateral Agent),


 


(n)       Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services
giving rise to such Account have not been performed and billed to the Account Debtor,


 


(o)       Accounts
with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,


 


(p)       Accounts
that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by
Borrower of the subject contract for goods or services,


 


(q)       Accounts
with respect to which the Account Debtor’s obligation does not constitute its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or limiting creditors’ rights generally, and


 


(r)       Accounts
owned or generated by any Person or business which is acquired by an Obligor in connection with a Permitted Acquisition (or similar Investment),
until such time as the Agent has either (i) completed a customary due diligence investigation as to such Accounts and such Person, which
investigation may, at the discretion of the Agent, include a Field Examination and must be commenced no later than 15 days after a request
by the Borrower is made to so undertake such investigation to the Agent and completed no later than 30 days after such commencement, and
the Agent are satisfied with the results thereof in its Reasonable Credit Judgment or (ii) determined that such a due diligence investigation
is not necessary, except, that, up to $5,000,000 of such Accounts that are otherwise Eligible Accounts may be considered Eligible Accounts.


 






    -26-


     


    

 



 


“Eligible Assignee”
means (a) a commercial bank, commercial finance company or other asset based lender, having total assets in excess of $2,000,000,000 and
that extends credit or buys commercial loans in the ordinary course of business; (b) any Lender listed on the signature page of this Agreement;
(c) any Affiliate of any Lender and (d) any Approved Fund; provided, that, in any event, “Eligible Assignee” shall
not include (i) any natural Person, (ii) Holdings or the Borrower or any Affiliate thereof, or (iii) so long as the list of Disqualified
Lenders (including any updates thereto) has been made available to all Lenders, any Disqualified Lender (other than any Disqualified Lender
otherwise agreed to by the Borrower in a writing delivered to the Agent).


 


“Eligible
Investment Grade Accounts” means,
at any time, any Eligible Account for which the Account Debtor in respect thereof is an Investment Grade Account Debtor.


 


“EMU”
means economic and monetary union as contemplated in the Treaty on European Union.


 


“Engagement
Letter” means the Engagement Letter, dated as of February 20March
23, 2017 2022,
among between Barclays
and the Borrower, with respect to the payment of certain fees and other matters in connection with this Agreement and
the Restatement Agreement.


 


“Environment”
shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata and natural
resources such as wetlands, flora and fauna.


 


“Environmental
Laws” means all applicable Laws in connection with pollution, protection of the Environment, including Releases, threats of
Releases, or to health and safety (to the extent such health and safety laws relate to exposure to Contaminants)


 


“Equipment”
means all of each Obligor’s now owned or hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible
personal property (except Inventory), including embedded software, service and delivery vehicles with respect to which a certificate of
title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by any
Obligor, and all of each Obligor’s rights and interests with respect thereto under such leases (including, without limitation, options
to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts
and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions,
warranties and rights with respect thereto; wherever any of the foregoing is located.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated
and the rulings issued thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control with
the Borrower within the meaning of Section 414(c) of the Code (or any member of an affiliated service group within the meaning of Sections
414(m) and (o) of the Code of which the Borrower is a member).


 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) any failure by a Pension Plan to satisfy the minimum
funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, in each case
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 a Pension Plan; (d) a determination that a Pension Plan is in “at-risk”
status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) a withdrawal by the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (f) a complete
or partial withdrawal by the Borrower or any ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is
insolvent or in reorganization (within the meaning of Title IV of ERISA) or in
“endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (g)
the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA,
or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multi-employer Plan; (h) the occurrence of an event or condition
which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan or Multi-employer Plan; (i) the Borrower or any of its Subsidiaries engages in a non-exempt “prohibited
transaction” with respect to which the Borrower or any of its Subsidiaries is a “disqualified person” (within the meaning
of Section 4975 of the Code), or with respect to which the Borrower or any such Subsidiary could otherwise be liable; or (j) the imposition
of any Lien under Section 430(k) of the Code or pursuant to Section 303(k) or Section 4068 of ERISA with respect to any Pension Plan,
or any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.


 






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“EU Bail-In Legislation
Schedule” means the document described as such and published by the Loan Market Association (or any successor Person) as in
effect from time to time.


 


“Event of Default”
has the meaning specified in Section 10.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder.


 


“Excluded Accounts”
means all Deposit Accounts into which solely Excluded Funds are deposited, other than any Designated Account.


 


“Excluded Assets”
has the meaning specified in the definition of “Collateral and Guarantee Requirement.”


 


“Excluded Funds”
means all amounts (i) solely for the purpose of payroll, employee wages and benefits, payment of taxes and escrow arrangements and fiduciary
arrangements for the benefit of third parties (other than the Obligors and their subsidiaries) and (ii) other amounts, not to exceed $2,000,000
in the aggregate.


 


“Excluded Stock”
means:


 


(a)       any
Stock with respect to which the Agent and the Borrower agree, in writing (each acting reasonably), that the cost of pledging such Stock
shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom,


 


(b)       solely
in the case of any pledge of Stock of any CFC or FSHCO to secure the Obligations, any Stock that is Voting Stock of such CFC or FSHCO
in excess of 65% of the outstanding Stock that is Voting Stock of such CFC or FSHCO,


 


(c)       any
Stock to the extent, and for so long as, the pledge thereof would be prohibited by any applicable Law (including any legally effective
requirement to obtain the consent of any Governmental Authority unless such consent has been obtained),


 


(d)       any
Margin Stock and Stock of any Person (other than any Wholly Owned Restricted Subsidiary) to the extent, and for so long as, the pledge
of such Stock would be prohibited by, or create an enforceable right of termination in favor of any other party thereto (other than Holdings,
the Borrower or any Wholly Owned Restricted Subsidiary of the Borrower) under, the terms of any Organization Document, joint venture agreement
or shareholders’ agreement applicable to such Person after giving effect to the applicable anti-assignment clauses of the UCC and
applicable law,


 


(e)       the
Stock of any Immaterial Subsidiary or Unrestricted Subsidiary, and


 


(f)       any
Stock of any Subsidiary to the extent that the pledge of such Stock would result in material adverse tax consequences to Holdings, the
Borrower or any Subsidiary as reasonably determined by the Borrower in consultation with the Agent, and confirmed in writing by notice
to the Agent.


 






    -28-


     


    

 


“Excluded Subsidiary”
means:


 


(a)       any
Subsidiary that is not a Wholly Owned Subsidiary or is a joint venture on any date such Subsidiary would otherwise be required to become
a Guarantor pursuant to the requirements of Section 8.22 (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),


 


(b)       any
Subsidiary that is restricted or prohibited by (x) subject to clause (g) below, applicable Law or (y) contractual obligation
from guaranteeing the Obligations (and for so long as such restriction or prohibition is in effect); provided that in the case
of clause (y), such contractual obligation existed on the Closing Restatement
Effective Date or, with respect to any Subsidiary acquired by the Borrower or a Restricted Subsidiary after the Closing
Restatement Effective Date (and so long as such
contractual obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired,


 


(c)       (i)
any Foreign Subsidiary, (ii) any Domestic Subsidiary that is (A) a FSHCO or (B) a direct or indirect Subsidiary of a Foreign Subsidiary
that is a CFC, or (iii) any other Subsidiary for which the provision of a Guaranty would result in a material adverse tax consequence
to Holdings, the Borrower or any Subsidiary (as reasonably determined by the Borrower in writing in consultation with the Agent),


 


(d)       any
Immaterial Subsidiary (provided that the Borrower shall not be permitted to exclude Immaterial Subsidiaries from guaranteeing the
Obligations to the extent that (i) the aggregate amount of gross revenue for all Immaterial Subsidiaries excluded by this clause (d)
exceeds 7.5% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries that are not otherwise Excluded Subsidiaries
by virtue of any other clauses of this definition except for this clause (d) as of the last day of the Test Period most recently
ended on or prior to the date of determination or (ii) the aggregate amount of total assets for all Immaterial Subsidiaries excluded by
this clause (d) exceeds 7.5% of the aggregate amount of Consolidated Total Assets (measured as of any date of determination based
upon the Section 6.2 Financials most recently delivered on or prior to such date) of the Borrower and its Restricted Subsidiaries that
are not otherwise Excluded Subsidiaries by virtue of any other clauses of this definition except for this clause (d) as of the
last day of the Test Period most recently ended on or prior to the date of determination),


 


(e)       any
other Subsidiary with respect to which, in the reasonable judgment of the Agent and the Borrower, the cost of providing a Guaranty shall
be excessive in view of the benefits to be obtained by the Lenders therefrom,


 


(f)       each
Unrestricted Subsidiary, and


 


(g)       any
Subsidiary that would require any consent, approval, license or authorization from any Governmental Authority to provide a Guaranty unless
such consent, approval, license or authorization has been received, or is received after commercially reasonable efforts (including if
requested by the Agent to do so) by the Borrower and/or such Subsidiary to obtain the same


 


“Excluded Swap
Obligation” means, with respect to any Obligor or Holdings, (a) any obligation (a “Swap Obligation”) to pay
or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of
the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Obligor of, or the grant by such Obligor
or Holdings of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity
Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) (i) by virtue of such Obligor’s or Holdings’ failure to constitute an “eligible contract participant,”
as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any applicable keep well, support,
or other agreement for the benefit of such Obligor or Holdings and any and all applicable guarantees of such Obligor’s Swap Obligations
by other Obligors), at the time the guarantee of (or grant of such security interest by, as applicable) such Obligor or Holdings becomes
or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing
requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Obligor or Holdings is a “financial entity,”
as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as
applicable) such Obligor or Holdings becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation
designated as an “Excluded Swap Obligation” of such Obligor or Holdings as specified in any agreement between the relevant
Obligors and Hedge Bank applicable to such Swap Obligations. If a Swap Obligation arises under a Master Agreement governing more than
one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the swap for which such guarantee
or security interest is or becomes excluded in accordance with the first sentence of this definition.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from
a payment to a Recipient under any Loan Document, (a) Taxes imposed on (or measured by) the Recipient’s net income (however denominated),
franchise Taxes imposed in lieu of net income Taxes, and branch profits Taxes,
in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for
the account of such Lender pursuant to a law in effect on the date on which (i) such Lender acquired its interest in the applicable Commitment
or, in the case of an applicable interest in a Loan not funded pursuant to a prior Commitment, such Lender acquires such interest in such
Loan (provided that this clause (b)(i) shall not apply to an assignee pursuant to an assignment request by the Borrower under Section
5.8 or the acquisition of a participation pursuant to Section 13.11)
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.1, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired its interest in the applicable
Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 5.1(d), and (d) any Taxes imposed under FATCA.


 


“Existing
Credit Agreement” means the Credit Agreement, dated as of September 30, 2013 (as amended, supplemented or otherwise
modified from time to time prior to the Closing Date), by and among Holdings, the Borrower, the lenders from time to time party thereto,
Deutsche Bank AG New York Branch, as agent, and the other parties thereto.


 


“Existing
Debt Refinancing” means the repayment in full of all principal, accrued and unpaid interest, fees, premium,
if any, and other amounts outstanding under the Existing Credit Agreement, other than contingent obligations not then due and payable
and that by their terms survive the termination of the Existing Credit Agreement, the termination of all commitments to extend credit
thereunder and the termination and/or release of any security interests and guarantees in connection therewith. 


 


“Existing Revolving
Credit Class” has the meaning specified in Section 2.7(a).


 


“Existing Revolving
Credit Commitments” has the meaning specified in Section 2.7(a).


 


“Existing Revolving
Loans” has the meaning specified in Section 2.7(a).


 


“Extended Revolving
Credit Commitments” has the meaning specified in Section 2.7(a).


 


“Extended Revolving
Credit Facility” means each Class of Extended Revolving Credit Commitments established pursuant to Section 2.7.


 


“Extended Revolving
Loans” has the meaning specified in Section 2.7(a).


 


“Extending Lender”
has the meaning specified in Section 2.7(b).


 


“Extension Agreement”
has the meaning specified in Section 2.7(c).


 


“Extension Date”
has the meaning specified in Section 2.7(d).


 


“Extension Election”
has the meaning specified in Section 2.7(b).


 


“Extension Request”
has the meaning specified in Section 2.7(a).


 






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“Extension Series”
means all Extended Revolving Credit Commitments that are established pursuant to the same Extension Agreement (or any subsequent Extension
Agreement to the extent such Extension Agreement expressly provides that the Extended Revolving Credit Commitments provided for therein
are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees,
if any, and amortization schedule.


 


“Fair Market
Value” means, with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable
in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s
length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset,
as determined in good faith by the Borrower.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and
any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing.


 


“Federal
Funds Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal
funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on
its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the
federal funds effective rate; provided, that if the Federal Funds Effective Rate
for any day is less than zero, the Federal Funds Effective Rate for such day will be
deemed to be zero.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System or any successor thereto.


 


“Field Examination”
has the meaning specified in Section 8.4(b).


 


“FILO Tranche”
has the meaning specified in Section 2.6(c)(ii).


 


“Financed
Capital Expenditures” means, with respect to any Person and for any period, Capital Expenditures made by such Person during
such period that are financed with the net proceeds of any incurrence of Debt (other than Loans) or received from any disposition of assets,
from any Casualty Event or from any issuance of Stock including the proceeds from the initial public offering by Holdings on or about
the Original Agreement Date (other than Disqualified Stock
or any other issuance of Stock which increases any available basket hereunder).


 


“Financial Covenant”
means the covenant set forth in Section 8.20.


 


“Financial Statements”
means, according to the context in which it is used, the financial statements referred to in Sections 6.2 and Section 7.5.


 


“Fiscal Quarter”
means the period commencing on January 1 in any Fiscal Year and ending on the next succeeding March 31, the period commencing on April
1 in any Fiscal Year and ending on the next succeeding June 30, the period commencing on July 1 in any Fiscal Year and ending on the next
succeeding September 30, or the period commencing on October 1 in any Fiscal Year and ending on the next succeeding December 31, as the
context may require.


 


“Fiscal
Year” means Holdings’, the Borrower’s, the Guarantors’ and/or their Subsidiaries’ fiscal year for financial
accounting purposes. As of the Agreement Restatement
Effective Date, the current Fiscal Year of the Consolidated Parties will end on December 31, 20172022.


 






    -31-


     


    

 


“Fixed Asset
Collateral” means (i) Equipment and Fixtures; (ii) Real Estate; (iii) Intellectual Property; (iv) equity interests in all direct
and indirect Subsidiaries of the Borrower; (v) all other assets of any Obligor, whether real, personal or mixed not constituting Current
Asset Collateral; (vi) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing, all Documents,
General Intangibles, Instruments, Commercial Tort Claims, Letters of Credit, Letter of Credit Rights and Supporting Obligations; provided,
however, that to the extent any of the foregoing also evidence, govern, secure or otherwise reasonably relate to any Current Asset Collateral
only that portion that evidences, governs, secures or primarily relates to Fixed Asset Collateral shall constitute Fixed Asset Collateral;
(vii) all books, records and documents related to the foregoing (including databases, customer lists and other records, whether tangible
or electronic, which contain any information relating to any of the foregoing); and (viii) all Proceeds and products of any or all of
the foregoing in whatever form received, including proceeds of business interruption and other insurance and claims against third parties.
For purposes of this definition, capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth
in Articles 8 or 9 of the UCC.


 


“Fixed
Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA of Holdings, the Borrower
and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of determination minus (ii) Unfinanced
Capital Expenditures made by Holdings, the Borrower and its Restricted Subsidiaries during such Test Period, to (b) the Fixed Charges
of Holdings, the Borrower and its Restricted Subsidiaries for such Test Period; provided
that, for purposes of calculating the Fixed Charge Coverage Ratio for any period ending prior to the first anniversary of the
Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through
the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from
the Closing Date through the date of determination.


 


In calculating the Fixed
Charge Coverage Ratio for purposes of determining whether the Fixed Charge Coverage Ratio test described in clause (b) of the definition
of “Specified Conditions” has been satisfied, as of such date, the amount of Fixed Charges included in clause (b) above
shall include, without duplication of any payments already constituting Fixed Charges, the amount of any Specified Payment actually made
on such date of determination.


 


“Fixed Charges”
means, as of any date of determination, the sum, determined on a consolidated basis, of (a) the Consolidated Interest Expense of Holdings,
the Borrower and its Restricted Subsidiaries paid in the Test Period most recently ended on or prior to such date of determination, plus
(b) scheduled payments of principal (including any scheduled payment of principal resulting from the requirement to make a payment as
a result of the accumulation of excess cash flow) on Debt for Borrowed Money of Holdings, the Borrower and its Restricted Subsidiaries
(other than payments by Holdings, the Borrower or any of its Restricted Subsidiaries to Holdings, Borrower or to any of such Restricted
Subsidiaries) paid in cash during such Test Period and the principal component of Debt attributable to Capital Leases paid in cash during
such Test Period, plus (c) cash Taxes actually paid in such Test Period, plus (d) any Distribution made in cash pursuant
to Section 8.10(j)(i) during such Test Period.


 


“Flood Insurance
Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute
thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National
Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act
of 2004 as now or hereafter in effect or any successor statute thereto and (v) Biggert-Waters Flood Insurance Reform Act of 2012 as now
or hereafter in effect or any successor statute thereto.


 


“Foreign Subsidiary”
means any Subsidiary of the Borrower that is formed under the laws of a jurisdiction other than the United States, a state of the United
States or the District of Columbia.


 


“FSHCO”
means any direct or indirect Subsidiary that has no material assets other than Stock of one or more direct or indirect Foreign Subsidiaries
that are CFCs.


 


“Full Payment”
or “Full Payment of the Obligations” means, with respect to any Obligations (other than contingent indemnification
obligations or other contingent obligation for which no claim has been made or asserted, Hedge Obligations not then due and payable and
Cash Management Obligations not then due and payable), (a) the full and indefeasible cash payment thereof, including any interest, fees
and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding), (b) if such Obligations arise from
Letters of Credit or if such Obligations consist of indemnification or similar obligations for which a claim has been made or asserted,
the cash collateralization thereof as provided herein or otherwise acceptable to the Agent (or delivery of a standby letter of credit
reasonably acceptable to the Agent, in the amount of required cash collateral) and (c) the termination or expiration of all Commitments.


 






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“Funding Date”
means the date on which a Borrowing occurs.


 


“GAAP”
means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which
are applicable to the circumstances from time to time.


 


“General Intangibles”
means all of each Obligor’s now owned or hereafter acquired “general intangibles” as defined in the UCC, choses
in action and causes of action and all other intangible personal property of each Obligor of every kind and nature (other than Accounts),
including, without limitation, all contract rights, payment intangibles, Intellectual Property, corporate or other business records, blueprints,
plans, specifications, registrations, licenses, franchises, Tax refund claims, any funds which may become due to any Obligor in connection
with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to any Obligor from
any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption
insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering
the lives of key employees on which any Obligor is beneficiary, rights to receive dividends, distributions, cash, Instruments and other
property in respect of or in exchange for pledged Stock or Investment Property and any letter of credit, guarantee, claim, security interest
or other security held by or granted to any Obligor.


 


“Governmental
Authority” means any nation or government, any state, territorial or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof and any governmental entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.


 


“Guarantee
Agreement” means the Guarantee Agreement, dated as of the Original
Agreement Date, among the Guarantors for the benefit of the Secured Parties.


 


“Guarantors”
means (a) the Borrower, other than with respect to its own Obligations, (b) each Restricted Subsidiary, whether now existing or hereafter
created or acquired (other than any Excluded Subsidiary) that is a party to the Guarantee Agreement and (c) each other Person, who, in
a writing accepted by the Agent, guarantees payment or performance in whole or in part of the Obligations. There are no Guarantors as
of the Agreement Restatement
Effective Date (other than the Borrower to the extent set forth in clause (a)).


 


“Guaranty”
means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in
effect guarantee or assure, the payment or performance of any indebtedness, dividend or other monetary obligations of any other Person
(the “guaranteed monetary obligations”), or assure or in effect assure the holder of the guaranteed monetary obligations
against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase
the guaranteed monetary obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or
payment of the guaranteed monetary obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property
or to purchase any debt or equity securities or other property or services; provided that the term “Guaranty” shall
not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity
obligations in effect on the Closing Restatement
Effective Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other
than such obligations with respect to Debt). The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of which such Guaranty is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.


 






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“Hedge Agreement”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement,
or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 


“Hedge
Bank” means any Person that that is a counterparty to a Secured Hedge Agreement with an Obligor or one of its Restricted Subsidiaries,
in its capacity as such, and that either (i) is a Lender, the Agent, an Arranger or an Affiliate of the foregoing at the time it enters
into such a Secured Hedge Agreement, or on the Closing Restatement
Effective Date is party to a Hedge Agreement with an Obligor or any Restricted Subsidiary permitted under Section 8.12
on the Closing Restatement
Effective Date, in its capacity as a party thereto or (ii) becomes a Lender, the Agent or an Affiliate of a Lender or the Agent
after it has entered into a Hedge Agreement permitted by Section 8.12 with any Obligor or any Restricted Subsidiary.


 


“Hedge Obligations”
means, with respect to any Person, the obligations of such Person under Hedge Agreements.


 


“Historical
Financial Statements” means audited consolidated balance sheets of the Borrower and its consolidated subsidiaries as at the
end of, and related statements of income and cash flows of the Borrower and its consolidated subsidiaries for, the three most recently
completed Fiscal Years ended December 31, 20162021.


 


“Holdings”
means (i) Holdings (as defined in the preamble to this Agreement) or (ii) any other Person or Persons (the “New Holdings”)
that is a Subsidiary of (or are Subsidiaries of) Holdings or of any Parent Entity of Holdings (or the previous New Holdings, as the case
may be) but not the Borrower (the “Previous Holdings”); provided that (a) such New Holdings directly owns
100% of the Stock of the Borrower, (b) the New Holdings shall expressly assume all the obligations of the Previous Holdings under
this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to
the Agent, (c) the New Holdings shall have delivered to the Agent a certificate of a Responsible Officer stating that such substitution
and any supplements to the Loan Documents preserve the enforceability of the Guarantee Agreement and the perfection and priority of the
Collateral Agent’s Liens, (d) if reasonably requested by the Agent, an opinion of counsel in form and substance reasonably
satisfactory to the Agent shall be delivered by the Borrower to the Agent to the effect that, without limitation, such substitution does
not breach or result in a default under this Agreement or any other Loan Document, (e) all Stock of the Borrower and substantially
all of the other assets of the Previous Holdings are contributed or otherwise transferred to such New Holdings and pledged to secure the
Obligations and (f) no Default or Event of Default has occurred and is continuing at the time of such substitution and such substitution
does not result in any Default or Event of Default or material tax liability to any Lender (including, for the avoidance of doubt, any
Letter of Credit Issuer and any Swingline Lender); provided, further, that if each of the foregoing is satisfied, the Previous
Holdings shall be automatically released from all its obligations under the Loan Documents and any reference to “Holdings”
in the Loan Documents shall be meant to refer to the “New Holdings.”


 


“Immaterial Subsidiary”
means, at any date of determination, any Restricted Subsidiary of the Borrower (a) whose total assets (when combined with the assets of
such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) at the last day of the Test Period most recently
ended on or prior to such determination date were an amount equal to or less than 5.0% of Consolidated Total Assets at such date and (b)
whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany
obligations) for such Test Period were an amount equal to or less than 5.0% of the consolidated gross revenues of the Borrower and its
Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP.


 






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“Incremental
Agreement” has the meaning specified in Section 2.6(e).


 


“Incremental
Facility Closing Date” has the meaning specified in Section 2.6(e).


 


“Incremental
Revolving Credit Commitment Increase Lender” has the meaning specified in Section 2.6(f)(ii).


 


“Indemnified
Person” has the meaning specified in Section 14.10.


 


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


 


“Insolvency Proceeding”
means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state, federal or
foreign bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions
generally with all or substantially all creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 


“Instruments”
means all instruments as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Obligor.


 


“Intellectual
Property” has the meaning specified in the Security Agreement.


 


“Intercreditor
Agreement” means an intercreditor agreement substantially in the form of Exhibit L hereto.


 


“Interest
Period” means, as to any LIBOR Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion
Date on which the Loan is converted into or continued as a LIBOR Loan, and ending on the date one, two, three or six months thereafter
or (if available from all the Lenders making or holding such Loan as determined by such Lenders in good faith) 12 months or a period shorter
than one month thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of Continuation/Conversion, provided
that:


 


(a)       if
any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business
Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;


 


(b“Interest
Period” means, with respect to any Term SOFR Loan, the period beginning on the date of such Borrowing specified in the applicable
Notice of Borrowing or on the date specified in the applicable Notice of Continuation/Conversion and ending on the numerically corresponding
day in the calendar month that is one, three or six months thereafter (or such other period as all of the relevant Lenders may agree),
as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding 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 pertaining
to a LIBOR Loan that begins commences
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month at the end of such Interest Period) shall end on the last Business
Day of the last calendar month at
the end of such Interest Period ; andand
(iii) no Interest Period shall extend beyond the Stated Termination Date.


 


(c)       no
Interest Period shall extend beyond the Stated Termination Date.


 


“Interest Rate”
means each or any of the interest rates, including the Default Rate, set forth in Section 3.1.


 






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“Inventory”
means all of each Obligor’s now owned or hereafter acquired “Inventory” as defined in the UCC, and shall also include,
without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished
under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process,
or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description which are returned,
repossessed or rejected; and (d) packaging, advertising and shipping materials related to any of the foregoing.


 


“Investment”
in any Person means (a) the acquisition (whether for cash, property, services, assumption of Debt, securities or otherwise, but exclusive
of the acquisition of inventory, supplies, equipment and other assets used or consumed in the ordinary course of business of the Borrower
or the applicable Subsidiary and Capital Expenditures) of assets, shares of Stock, bonds, notes, debentures, partnerships, joint ventures
or other ownership interests or other securities of such Person, (b) any advance, loan or other extension of credit (other than in connection
with leases of Equipment or leases or sales of Inventory on credit in the ordinary course of business and excluding, in the case of the
Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Debt having a term not exceeding 364 days (inclusive of any
roll-over or extensions of terms) and made in the ordinary course of business) to such Person, or (c) any other capital contribution to,
or investment in, such Person, including, without limitation, any obligation incurred for the benefit of such Person, but excluding (i)
commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (ii) bona
fide Accounts arising in the ordinary course of business. It is further understood and agreed that for purposes of determining the value
of any Investment outstanding for purposes hereof, such amount shall be deemed to be the amount of such Investment when made, purchased
or acquired less all dividends, returns, interests, profits, distributions, income and similar amounts received in respect of such
Investment (not to exceed the original amount invested).


 


“Investment
Grade” means a rating of Baa3 (with a stable outlook) or better by Moody’s (or its equivalent under any successor
rating categories of Moody’s) and a rating of BBB- (with a stable outlook) or better by S&P (or its equivalent under any successor
rating categories of S&P).


 


“Investment
Grade Account Debtor” means, at any time, an Account Debtor that has an Investment Grade corporate credit rating from Moody’s
or S&P.


 


“Investment Property”
means all of each Obligor’s now owned or hereafter acquired “investment property” as defined in the UCC, and
includes all right title and interest of each Obligor in and to any and all: (a) securities whether certificated or uncertificated; (b)
securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.


 


“Investors”
means the Sponsor and the entities designated on Schedule 1.6.


 


“Interpolated
Rate” means, in relation to the LIBOR Rate, the rate which results from interpolating on a linear basis between:


 


		(a)	the applicable LIBOR Rate for the longest period (for which that LIBO Rate is available) which is less than the Interest Period
of that Loan; and



 


		(b)	the applicable LIBOR Rate for the shortest period (for which that LIBO Rate is available) which exceeds the Interest Period
of that Loan,



 


each
as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Loan.



 


“IRS”
means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A. and its successors.


 


“Junior Debt”
means any junior lien secured Debt for Borrowed Money, unsecured Debt for Borrowed Money incurred pursuant to Section 8.12(q)(y) or subordinated
Debt for Borrowed Money, in each case incurred by an Obligor and owing to a Person that is not Holdings, an Obligor or any Subsidiary
thereof.


 






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


 


“L/C Commitment”
means, with respect to any Letter of Credit Issuer at any time, (i) the amount set forth opposite such Letter of Credit Issuer’s
name on Schedule 1.1 hereto under the caption “L/C Commitment” or (ii) such other amount agreed from time to time between
such Letter of Credit Issuer and the Borrower.


 


“Lender”
means (a) the Persons listed on Schedule 1.1, (b) any other Person that shall become a party hereto as a “lender”
pursuant to Section 12.2,  and (c)
each Person that becomes a party hereto as a “lender” pursuant to the terms of Section 2.6 and
(d) the Persons identified in Amendment No. 2 as Additional Lenders (as defined therein), in each case other than a
Person who ceases to hold any outstanding Loans, participations in Letters of Credit or Swingline Loans or any Commitment and shall
include the Agent to the extent of any Agent Advance outstanding and the Swingline Lender to the extent of any Swingline Loan
outstanding.


 


“Lender Default”
means (a) the refusal (in writing) or failure of any Lender to make available its portion of any incurrence of Loans or participations
in Letters of Credit or Swingline Loans, which refusal or failure is not cured within one Business Day after the date of such refusal
or failure, (b) the failure of any Lender to pay over to the Agent, any Letter of Credit Issuer, the Swingline Lender or any other Lender
any other amount required to be paid by it hereunder within one Business Day of the date when due, (c) a Lender has notified the Borrower
or the Agent that it does not intend or expect to comply with any of its funding obligations or has made a public statement to that effect
with respect to its funding obligations under this Agreement, (d) the failure by a Lender to confirm in a manner reasonably satisfactory
to the Agent that it will comply with its obligations under this Agreement, (e) any Lender or a direct or indirect parent company
of each Lender becoming subject to a Bail-In Action or (f) a Distressed Person has admitted in writing that it is insolvent or such Distressed
Person becomes subject to a Lender-Related Distress Event.


 


“Lender-Related
Distress Event” means, with respect to any Lender, that such Lender or any Person that directly or indirectly controls such
Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to a voluntary or involuntary case
with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed
for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that
directly or indirectly controls such Distressed Person is subject to a forced liquidation or winding up, or such Distressed Person makes
a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory
authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event
shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Stock in any Lender or any Person that directly
or indirectly controls such Lender by a governmental authority or an instrumentality thereof; provided, further, that such
ownership interest does not result in or provide such person with immunity from the jurisdiction of courts within the United States or
from the enforcement of judgments or writs of attachment on its assets or permit such person (or such governmental authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contract or agreements made by such person or its parent entity. .


 


“Letter of Credit”
has the meaning specified in Section 2.3(a).


 


“Letter of Credit
Fee” has the meaning specified in Section 3.6.


 


“Letter of Credit
Issuer” means (a) Barclays, JPMorgan or any of their respective Subsidiaries or Affiliates and (b) any other Lender (or any
of its Subsidiaries or Affiliates) that becomes an Letter of Credit Issuer in accordance with Section 2.3(h); in the case of each
of clause (a) or (b) above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters
of Credit hereunder. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other
Loan Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter
of Credit or to all Letter of Credit Issuers, as the context requires.


 






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“Letter of Credit
Subfacility” means $25,000,000.


 


“LIBOR”
has the meaning specified in the definition of “LIBOR Rate.”


 


“LIBOR
Interest Payment Date” means, with respect to a LIBOR Loan, the Termination Date and the last day of each Interest
Period applicable to such Loan and, with respect to each Interest Period of more than three months, each three-month anniversary of the
commencement of such Interest Period for such LIBOR Loan.


 


“LIBOR
Loan” means a Loan during any period in which it bears interest based on the LIBOR Rate.


 


“LIBOR
Rate” means:


 


(a)       for
any Interest Period with respect to a LIBOR Loan, the rate per annum equal to (i) the rate per annum determined by the Agent to be
the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE
Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “LIBOR”)
for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined
as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or (ii) in
the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall
cease to be available, the rate determined by the Agent to be the offered rate on such other page or other service which displays the
LIBOR for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars,
determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period;
provided that if the LIBOR is quoted under either of the preceding clauses (i) or (ii), but there
is no such quotation for the Interest Period elected, the LIBOR shall be equal to the Interpolated Rate; and provided,
further, that if any such rate determined pursuant to the preceding clauses (i) or (ii) is below
zero, the LIBOR Rate will be deemed to be zero; and


 


(b)       for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m.,
London time determined on such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing
that day or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such
page or service shall cease to be available, the rate determined by the Agent to be the offered rate on such other page or other service
which displays LIBOR for deposits (for delivery on the date of determination) with a term equal to one month, determined at the date and
time of determination.


 


“Lien”
means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether
such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, priority or lien arising
from a mortgage, deed of trust, encumbrance, pledge, hypothecation, deemed trust, assignment, deposit arrangement, security agreement,
conditional sale or trust receipt or the interest of a vendor or lessor under a capital lease, consignment or title retention agreement;
and (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, servitude right-of-way,
restriction, lease or other title exception or encumbrance affecting property (and for clarity, including exclusive licenses (but not
non-exclusive licenses) granted in Intellectual Property).


 


“Loan Documents”
means this Agreement, the Guarantee Agreement, the Security Documents, the Notes, the Engagement Letter, any Intercreditor Agreement and
any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing or guaranteeing any of the Obligations
or any of the Collateral, in each case to which one or more Obligors is a party.


 


“Loans”
means, collectively, all loans and advances provided for in Article II, including any Revolving Loans, or Extended Revolving Loans,
as applicable.


 






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“Losses”
has the meaning specified in Section 14.10.


 


“Management
Investors” means the members of management, directors, officers and employees of Holdings (or any Parent Entity thereof), the
Borrower or any of its Subsidiaries who are (directly or indirectly through one or more investment vehicles) investors in Holdings or
any Parent Entity as of the Closing Restatement
Effective Date.


 


“Margin Stock”
means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Master Agreement”
has the meaning specified in the definition of “Hedge Agreement.”


 


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


 


“Material Indebtedness”
means Debt (other than the Obligations) of any one or more of the Borrower and the Restricted Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect
of any Hedge Agreement at any time shall be the Swap Termination Value thereof.


 


“Maximum Credit”
means, at any time, the lesser of (i) the Maximum Revolver Amount in effect at such time and (ii) the Borrowing Base at such
time.


 


“Maximum Rate”
has the meaning specified in Section 3.3.


 


“Maximum
Revolver Amount” means, at any time, the aggregate Revolving Credit Commitments at such time, as the same may be increased
from time to time in accordance with Section 2.6 or reduced from time to time in accordance with Section 4.4(b); provided that
the Maximum Revolver Amount shall not at any time exceed $400,000,000250,000,000.
As of the Amendment No. 2 Restatement Effective
Date, the Maximum Revolver Amount is $300,000,000150,000,000.
Anything contained herein to the contrary notwithstanding, upon termination of the Revolving Credit Commitments, the Maximum
Revolver Amount shall automatically be reduced to zero.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto.


 


“Mortgage”
means, collectively, the deeds of trust, trust deeds, debentures, deeds of hypothec and mortgages creating and evidencing a Lien on a
Mortgaged Property made by any Obligor in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties in the form
and substance reasonably acceptable to the Collateral Agent and the Borrower that are executed and delivered pursuant to Section 9.1(a)(ii)of
the Original Credit Agreement (if applicable) and Section 8.22.


 


“Mortgaged Properties”
has the meaning specified in paragraph (f) of the definition of “Collateral and Guarantee Requirement.”


 


“Multi-employer
Plan” means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during
the current year or the immediately preceding six (6) years contributed to by the Borrower or any ERISA Affiliate or with respect to which
the Borrower or any ERISA Affiliate has any ongoing obligation with respect to withdrawal liability (within the meaning of Title IV of
ERISA).


 


“Net Income”
means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.


 






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“New Holdings”
has the meaning specified in the definition of “Holdings.”


 


“Non-Consenting
Lender” has the meaning specified in Section 12.1(b).


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.3(b).


 


“Note”
means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit K
hereto, evidencing the aggregate Debt of the Borrower to such Lender resulting from the Loans made by such Lender.


 


“Notice of Borrowing”
has the meaning specified in Section 2.4(a).


 


“Notice of Continuation/Conversion”
has the meaning specified in Section 3.2(b).


 


“Noticed Hedge”
means Secured Hedge Obligations in respect of which the notice delivered to the Agent by the applicable Hedge Bank and the Borrower confirms
that such Secured Hedge Agreement shall be deemed a “Noticed Hedge” hereunder for all purposes, including the application
of Bank Product Reserves and Section 10.3, so long as the establishment of a Bank Product Reserve with respect to such Secured
Hedge Obligation would not result in the Borrower exceeding the Maximum Credit; provided that such designation shall be made within
ten (10) Business Days of (i) the Closing Date if such Secured Hedge Agreement is in place on the Closing Date or (ii) the date such Secured
Hedge Agreement is entered into if such Secured Hedge Agreement is not in place on the Closing Date; provided, further,
that, if the amount of Secured Hedge Obligations arising under such Secured Hedge Agreement is increased in accordance with the definition
of “Secured Hedge Obligation,” then such Secured Hedge Obligations shall only constitute a Noticed Hedge to the extent that
a Bank Product Reserve can be established with respect to such Secured Hedge Agreement without exceeding the then-current Availability.


 


“Obligations”
means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Obligors or Restricted
Subsidiaries, or any of them, to the Agent, any Letter of Credit Issuer, any Lender, any Secured Party and/or any Indemnified Person,
arising under or pursuant to this Agreement, any of the other Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements,
whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter
of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become
due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’
fees, Attorney Costs, filing fees and any other sums chargeable to any of the Borrower or any other Obligor hereunder or under any of
the other Loan Documents. “Obligations” include, without limitation, (a) all debts, liabilities, and obligations now or hereafter
arising from or in connection with the Letters of Credit, (b) all Secured Hedge Obligations (other than with respect to any Obligor’s
Hedge Obligations that constitute Excluded Swap Obligations) and Cash Management Obligations and (c) all interest, fees and other amounts
that accrue or would accrue after commencement of any Insolvency Proceeding against any Obligor, whether or not allowed in such proceeding.


 


“Obligors”
means, collectively, the Borrower, each Guarantor, and any other Person that now or hereafter is primarily or secondarily liable for any
of the Obligations and/or grants the Collateral Agent a Lien in any Collateral as security for any of the Obligations. For the avoidance
of doubt, Holdings shall not be an Obligor.


 


“OFAC”
has the meaning specified in Section 7.24(a).


 


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


 



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“Original
Agreement Date” means March 22, 2017.


 


“Original
Credit Agreement” has the meaning specified in the recitals to this Agreement.


 


“Original Currency”
has the meaning specified in Section 14.19.


 


“Originating
Lender” has the meaning specified in Section 12.2(e).


 


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


 


“Other
Taxes” means all present or future stamp, court, documentary, intangible, recording, filing, excise
or property Taxes, charges or similar levies Taxes
which arise from any payment made hereunder under
any Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under or otherwise with respect to, this Agreement or any other Loan Documents, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.8(c)).


 


“Out-of-Formula
Condition” has the meaning specified in Section 4.2.


 


“Parent Entity”
means any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of Holdings
and/or the Borrower, as applicable. For the avoidance of doubt, any Person that is formed to effect a public offering of common Stock
that directly or indirectly owns a majority of the voting Stock of Holdings will be deemed a Parent Entity of Holdings.


 


“Participant”
means any Person who shall have been granted the right by any Lender to participate in the financing provided by such Lender under this
Agreement, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.


 


“Participant
Register” has the meaning specified in Section 13.20(b).


 


“Payment”
has the meaning specified in Section 13.20(a).


 


“Payment
Notice”has the meaning specified in Section 13.20(b).


 


“Payment
Recipient” has the meaning specified in Section 13.20(a).


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to the functions thereof.


 


“Pension Plan”
means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code, other than a Multi-employer
Plan, which the Borrower or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions,
or has made contributions at any time during the immediately preceding five (5) plan years.


 


“Perfection Certificate”
means the Perfection Certificate substantially in the form of Exhibit F.


 


“Periodic
Term SOFR Determination Day” has the meaning assigned to such term in the definition of “Term SOFR”. 


 






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“Permitted Acquisition”
means any acquisition, by merger, consolidation, amalgamation or otherwise, by the Borrower or any of its Restricted Subsidiaries of assets
(including any assets constituting a business unit, line of business or division) or Stock, so long as (a) such acquisition and all transactions
related thereto shall be consummated in all material respects in accordance with all applicable Laws, (b) if such acquisition involves
the acquisition of Stock of a Person that upon such acquisition would become a Subsidiary, such acquisition shall result in the issuer
of such Stock becoming a Restricted Subsidiary (unless otherwise designated as an Unrestricted Subsidiary pursuant to Section 8.26)
and, to the extent required by the Collateral and Guarantee Requirement, a Guarantor, (c) to the extent required by the Collateral
and Guarantee Requirement, such acquisition shall result in the Collateral Agent, for the benefit of the Secured Parties, being granted
a security interest in any Stock or any assets so acquired, (d) both immediately prior to and after giving effect to such acquisition,
no Event of Default under any of Sections 10.1(a), (e), (f) or (g) shall have occurred and be continuing;
and (e) immediately after giving effect to such acquisition, the Borrower and its Restricted Subsidiaries shall be in compliance
with Section 8.15.


 


“Permitted
Acquisition Consideration” means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair
Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase
consideration for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred
for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including
any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “earn-outs” and other
agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon
the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Debt incurred
in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency
shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined
at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings, the Borrower or its Restricted
Subsidiaries.


 


“Permitted Debt”
has the meaning specified in Section 8.12.


 


“Permitted Disposition”
means:


 


(a)       Dispositions,
rentals or other disposals of Equipment and Inventory and other assets (including allowing any registrations or any applications for registration
of any immaterial Intellectual Property to lapse or go abandoned in the ordinary course of business) in the ordinary course of business
and sales of Equipment and Inventory to buyers in the ordinary course of business;


 


(b)       Dispositions
of obsolete, surplus, damaged or worn-out property or property that is no longer necessary, used or useful in the business of the Borrower
and its Restricted Subsidiaries;


 


(c)       Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that
is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property
(which replacement property is actually promptly purchased);


 


(d)       the
use, transfer or Disposition of cash and Cash Equivalents pursuant to any transaction not prohibited by the terms of the Loan Documents;


 


(e)       sales,
discounting or forgiveness of Accounts in connection with the collection, settlement or compromise thereof;


 


(f)       any
Disposition, license, sublicense, abandonment or lapse of Intellectual Property which does not materially interfere with the business
of the Borrower or any of its Restricted Subsidiaries, taken as a whole;


 






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(g)       Dispositions
constituting Permitted Distributions, Permitted Investments (other than pursuant to clause (p) of the definition of “Permitted
Investments”), transactions permitted by Section 8.9 or Permitted Liens;


 


(h)       any
sale or issuance of Stock by a Restricted Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower;


 


(i)       Dispositions
of property for aggregate consideration of less than $1,000,000 with respect to any individual transaction; provided that the aggregate
amount of such Dispositions excluded by this clause (i) shall not exceed $5,000,000 during any Fiscal Year;


 


(j)       the
leasing or subleasing of assets of the Borrower or any of its Restricted Subsidiaries not materially interfering with the business of
the Borrower and its Restricted Subsidiaries, taken as a whole;


 


(k)       Dispositions
pursuant to transactions permitted under Section 8.18;


 


(l)       Dispositions
of non-core assets acquired in connection with Permitted Acquisitions or similar Investments that are not used in the business of the
Borrower and its Restricted Subsidiaries;


 


(m)       leases,
subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business
of the Borrower and its Restricted Subsidiaries, taken as a whole;


 


(n)       transfers
of property subject to Casualty Events upon receipt of the net proceeds of such Casualty Event;


 


(o)       Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture
parties set forth in joint venture arrangements and similar binding arrangements;


 


(p)       the
unwinding of any Hedge Agreement pursuant to its terms;


 


(q)       the
Disposition of the Stock in, Debt of, or other securities issued by, an Unrestricted Subsidiary;


 


(r)       Dispositions
of property or assets to the Borrower or to a Restricted Subsidiary; provided that, if the transferor of such property is an Obligor
(i) the transferee thereof must either be an Obligor or (ii) such transaction must constitute a Permitted Investment;


 


(s)       the
settlement, release or surrender of litigation claims in the ordinary course of business;


 


(t)       Dispositions
not otherwise permitted pursuant to this definition, if such Disposition shall be for Fair Market Value; provided that (i) with
respect to any Disposition pursuant to this clause (t) for a purchase price in excess of $5,000,000, the Borrower or a Restricted
Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, further,
that, for purposes of determining what constitutes cash and Cash Equivalents under this clause (t), (A) any liabilities (as shown
on Holdings’, the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the
footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment
in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and
all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash,
(B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such
Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition
shall be deemed to be cash and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect
of the applicable Disposition of property that is not Current Asset Collateral or Inventory having an aggregate Fair Market Value, taken
together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is outstanding at the time
such Designated Non-Cash Consideration is received, not in excess of the greater of (x) $15,000,000 and (y) 1.5% of Consolidated Total
Assets (measured as of the date such Disposition is made based upon the Section 6.2 Financials most recently delivered on or prior to
such date) at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated
Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to
be cash, and (ii) the Borrower shall deliver an updated Borrowing Base Certificate if more than 5.0% of the assets included in the most
recent calculation of the Borrowing Base are being disposed of pursuant to this clause (t); provided further that any such
Distribution shall not cause the aggregate amount of all outstanding Loans to exceed the then-current Availability; and


 






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(u)       Dispositions
to any Restricted Subsidiary that is not an Obligor; provided that the aggregate amount of Dispositions pursuant to this clause
(u) shall not exceed the greater of (x) $15,000,000 and 3.0% of Consolidated Total Assets (measured as of the date such Disposition
is made based upon the Section 6.2 Financials most recently delivered on or prior to such date).


 


“Permitted Distributions”
has the meaning specified in Section 8.10.


 


“Permitted Holders”
means each of the Investors, the Management Investors and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and
without giving effect to the existence of such group or any other group, such Investors and Management Investors, collectively, have beneficial
ownership, directly or indirectly of more than 50% of the total voting power of the Voting Stock of Holdings or any Parent Entity.


 


“Permitted Investments”
means:


 


(a)       Investments
by the Borrower or any Restricted Subsidiary in assets constituting Cash Equivalents at the time such Investment was made;


 


(b)       (i)
Investments existing on the Agreement Restatement
Effective Date and identified in Schedule 8.11 to this Agreement; and (ii) Investments consisting of any modification,
replacement, renewal, reinvestment or extension of any Investment permitted by clause (b)(i) existing on the Agreement
Restatement Effective Date; provided that
the aggregate amount of the Investments permitted pursuant to this clause (b) is not increased from the aggregate amount of such
Investments on the Agreement Restatement
Effective Date except pursuant to the terms of such Investment as of the Agreement Restatement
Effective Date or as otherwise permitted by Section 8.11;


 


(c)       Investments
by any Obligor in any other Obligor;


 


(d)       Investments
by any Restricted Subsidiary which is not an Obligor in the Borrower or any other Restricted Subsidiary;


 


(e)       Investments
by any Obligor in any Restricted Subsidiary which is not an Obligor; provided that the aggregate amount of Investments made and
then-outstanding pursuant to this clause (e), shall not exceed, at the time of the making of such Investment and after giving Pro
Forma Effect thereto, the greater of (x) $15,000,000 and (y) 3.0% of Consolidated Total Assets as of the last day of the Test Period most
recently ended on or prior to the date such Investments was made (measured as of the date such Investment was made based upon the Section
6.2 Financials most recently delivered on or prior to such date);


 


(f)       Investments
in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;


 






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(g)       Deposit
Accounts maintained in the ordinary course of business;


 


(h)       Investments
constituting Hedge Agreements entered into in the ordinary course of business and for non-speculative purposes;


 


(i)       Investments
(including debt obligations and Stock) received in connection with the bankruptcy or reorganization of Account Debtors, suppliers and
customers or in settlement of delinquent obligations of, or other disputes with, Account Debtors, customers and suppliers arising in the
ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to
any secured Investment;


 


(j)       loans
or advances to officers, directors, partners, members and employees of Holdings (or any Parent Entity), the Borrower or its Restricted
Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes,
(ii) in connection with such Person’s purchase of Stock of Holdings (or any Parent Entity or the Borrower) (provided that
the amount of such loans and advances shall be contributed to the Borrower in cash as common equity (or any other form of equity reasonably
satisfactory to the Agent or used to satisfy Tax obligations relating to proceeds received by such Person in connection with the Transactions,
which proceeds are used for the purchase of such Stock)), (iii) relating to indemnification of any officers, directors or employees in
respect of liabilities relating to their serving in any such capacity, and any reimbursement of any such officer, director or employee
of expenses relating to the claims giving rise to such indemnification and (iv) for purposes not described in the foregoing clauses
(i), (ii) and (iii), in an aggregate principal amount at any one time outstanding not to exceed $10,000,000;


 


(k)       Permitted
Acquisitions; provided that, unless the Specified Conditions are then met, the aggregate amount of Permitted Acquisition Consideration
relating to all such Permitted Acquisitions made or provided and then-outstanding by the Borrower or any Guarantor to acquire any Restricted
Subsidiary that does not become a Guarantor or merge, consolidate or amalgamate into the Borrower or a Guarantor or any assets that shall
not, immediately after giving effect to such Permitted Acquisition, be owned by the Borrower or a Guarantor, shall not exceed, at the
time of the making of such Investment and after giving Pro Forma Effect thereto, the greater of (x) $15,000,000 and (y) 3.0% of Consolidated
Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Investment was made (measured as of
the date such Investment was made based upon the Section 6.2 Financials most recently delivered on or prior to such date);


 


(l)       any
Investment to the extent that the consideration therefor is Stock (other than Disqualified Stock) of Holdings (or any Parent Entity);


 


(m)       Guaranties
of the Borrower or any Restricted Subsidiary in respect of leases (other than Capital Leases) or of other obligations that do not constitute
Debt, in each case entered into in the ordinary course of business;


 


(n)       Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers
in the ordinary course of business;


 


(o)       Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account
Debtors and other credits to suppliers in the ordinary course of business;


 


(p)       Investments
consisting of Liens, Debt, fundamental changes, Dispositions (other than pursuant to clause (g) of the definition of “Permitted
Dispositions”) and Distributions permitted under this Agreement; provided, however, that no Investments may be made
solely pursuant to this clause (p);


 






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(q)       Investments
in cash, and in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;


 


(r)       promissory
notes and other non-cash consideration received in connection with Permitted Dispositions;


 


(s)       advances
of payroll payments to employees, directors, consultants, independent contractors or other service providers or other advances of salaries
or compensation to employees, directors, partners, members, consultants, independent contractors or other service providers, in each case
in the ordinary course of business;


 


(t)       Investments
made to acquire, purchase, repurchase or retire Stock of Holdings (or any Parent Entity thereof) or the Borrower owned by any employee
stock ownership plan or similar plan of Holdings (or any Parent Entity thereof) the Borrower, or any Subsidiary;


 


(u)       
contributions to a “rabbi” trust for the benefit of employees, directors, partners, members, consultants, independent contractors
or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower (or any Parent
Entity thereof);


 


(v)       Investments
held by any Person acquired by the Borrower or a Restricted Subsidiary after the Closing Restatement
Effective Date or of any Person merged into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary
in accordance with Section 8.9 after the Closing Restatement
Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition,
merger, amalgamate or consolidation and were in existence on the date of such acquisition, amalgamation, merger or consolidation;


 


(w)       Restricted
Subsidiaries of the Borrower may be established or created if the Borrower and such Restricted Subsidiary comply with the requirements
of Section 8.22, if applicable; provided that in each case, to the extent such new Restricted Subsidiary is created solely
for the purpose of consummating a transaction pursuant to an acquisition permitted by this Agreement, and such new Restricted Subsidiary
at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of
such transactions, such new Restricted Subsidiary shall not be required to take the actions set forth in Section 8.22 until the
respective acquisition is consummated (at which time the surviving entity of the respective transaction shall be required to so comply
in accordance with the provisions thereof);


 


(x)       to
the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions,
licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business;


 


(y)       [reserved];


 


(z)       intercompany
Investments, reorganizations and related activities in connection with tax planning and reorganization activities so long as after giving
effect to any such activities, the Collateral Agent’s Liens, taken as a whole, would not be impaired;


 


(aa)    asset
purchases (including purchases of Inventory, supplies and materials), in each case in the ordinary course of business;


 


(bb)   any
Investment in a non-Obligor to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution
in like kind as such Investment from such non-Obligor;


 


(cc)   any
Investments in an amount not to exceed the Available Equity Amount at such time;


 






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(dd)   any
Investments (including Investments in minority investments, Investments in Unrestricted Subsidiaries and Investments in joint ventures
or similar entities that do not constitute Restricted Subsidiaries); provided that the aggregate amount of such Investments made
and then-outstanding pursuant to this clause (dd) measured at the time of the making of such Investment and after giving Pro Forma
Effect thereto shall not exceed the greater of (x) $15,000,000 and (y) 3.0% of Consolidated Total Assets as of the last day of the Test
Period most recently ended on or prior to the date such Investment was made (measured as of the date such Investment was made based upon
the Section 6.2 Financials most recently delivered on or prior to such date);


 


(ee)    the
Pioneer Acquisition; and


 


(ff)     any
other Investments, so long as the Specified Conditions shall have been satisfied.


 


For purposes of determining
compliance with this definition, in the event that any Investment meets the criteria of more than one of the types of Permitted Investments
described in the above clauses, the Borrower, in its sole discretion, may classify and reclassify such Investment and only be required
to include the amount and type of such Investment in one of such clauses.


 


“Permitted Liens”
means, with respect to the Borrower and its Restricted Subsidiaries, the Liens listed below:


 


(a)       Liens
for Taxes that (i) are not delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material
Adverse Effect, or (ii) are being contested in good faith and by the appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP (or other applicable accounting principles);


 


(b)       the
Collateral Agent’s Liens;


 


(c)       (i)
Liens consisting of deposits or pledges (or letters of credit issued) made in the ordinary course of business in connection with, or to
secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, (ii)
Liens consisting of pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification
obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to the Borrower or any Restricted Subsidiary, (iii) Liens incurred or deposits made to secure
the performance of bids, tenders, trade contracts, governmental contracts, leases or purchase, supply or other contracts (other than for
the repayment of Debt for Borrowed Money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders
or contracts (other than for the repayment of Debt for Borrowed Money) or to secure statutory or regulatory obligations (other than Liens
arising under ERISA), surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those
to secure health, safety and environmental obligations) incurred in the ordinary course of business;


 


(d)       Liens
securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that
if any such Lien arises from the nonpayment of any such claims or demands when due, such claims or demands would not reasonably be expected
to have a Material Adverse Effect or are being Properly Contested;


 


(e)       Liens
securing Capital Leases and purchase money Debt to the extent such Capital Leases or purchase money Debt are permitted in Section 8.12;
provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, construction,
repair, replacement, lease or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber
any property other than the property financed by such Debt, replacements thereof and additions and accessions to such property and the
proceeds and the products thereof and customary security deposits, and (iii) with respect to Capital Leases, such Liens do not at any
time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary
security deposits) other than the assets subject to such Capital Leases; provided that individual financings of equipment provided
by one creditor may be cross-collateralized to other financings of equipment provided by such creditor;


 






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(f)       (i)
Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, zoning, rights of way, covenants
running with the land, and other similar title ordinary course exceptions or encumbrances affecting any Real Estate; provided that
they do not, in the aggregate, materially interfere with its use in the ordinary conduct of the Borrower’s and its Subsidiaries’
business taken as a whole, (ii) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have
been placed by any developer, landlord or other third party on Real Estate over which the Borrower or any Restricted Subsidiary has easement
rights (but does not own) or on any leased Real Estate and subordination or similar agreements relating thereto, and (iii) any condemnation
or eminent domain proceedings affecting any Real Estate;


 


(g)      Liens
arising from any judgment, decree or order of any court or other Governmental Authority or any attachments in connection with court proceedings;
provided that the attachment or enforcement of such Liens do not constitute an Event of Default hereunder;


 


(h)      licenses,
sublicenses, leases or subleases on the property covered thereby (including Intellectual Property) granted to other Persons and not materially
interfering with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;


 


(i)       any
interest or title of a lessor, sublessor, licensee or licensor under any lease, sublease, sublicense or license agreement not prohibited
by this Agreement;


 


(j)       Liens
(i) on inventory or goods and proceeds securing the obligations in respect of bankers’ acceptances issued or created to facilitate
the purchase, shipment or storage of such inventory or other goods of the Borrower or any Restricted Subsidiary in the ordinary course
of its business, (ii) that are contractual rights of set-off, (iii) relating to purchase orders and other agreements entered into with
customers or suppliers of the Borrower or any Restricted Subsidiary in the ordinary course of business, or (iv) in favor of customs and
revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods in
the ordinary course of business;


 


(k)      Liens
(i) of a collection bank (including those arising under Section 4-210 of the UCC) on the items in the course of collection, (ii) in favor
of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial
institution (including the right of set-off) and which are within the general parameters customary in the banking industry and (iii) attaching
to commodity trading accounts, or other commodity brokerage accounts incurred in the ordinary course of business;


 


(l)       Liens
attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted
Acquisition or other Permitted Investment;


 


(m)     Liens
(x) arising from precautionary UCC filings or
(y) consisting solely of notations on certificates of title in favor of the collateral agent under the Existing Credit Agreement;


 


(n)     Liens
on insurance proceeds or unearned premiums incurred in the ordinary course of business in connection with the financing of insurance premiums;


 


(o)       Liens
identified on Schedule 8.16; provided that (i) such Lien does not extend to any other property or asset of the Borrower
or any Restricted Subsidiary other than (A) after acquired property that is affixed or incorporated into the property covered by such
Lien or financed by Permitted Debt and (B) the proceeds and products thereof and (ii) such Lien shall secure only those obligations that
it secures on the Agreement Restatement
Effective Date and any Refinancing Debt incurred to Refinance such Permitted Debt;


 






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(p)      Liens
securing Refinancing Debt to the extent such Liens are permitted in the definition of “Refinancing Debt”;


 


(q)      Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted
Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 8.26), in each case after the Closing
Restatement Effective Date; provided that
(i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does
not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property
subjected to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted
hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement
shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the
Debt is Permitted Debt and is not incurred in contemplation of such acquisition or in connection with such Person becoming a Restricted
Subsidiary;


 


(r)       Liens
securing Debt permitted under Section 8.12(q)(x);


 


(s)      Liens
on property of a Subsidiary that is not an Obligor securing Debt of such Subsidiary that is not an Obligor pursuant to Section 8.12(p);


 


(t)      deposits
in the ordinary course of business to secure liabilities to insurance carriers, lessors, utilities and other service providers or any
seller of goods;


 


(u)     [reserved];


 


(v)     any
encumbrance or restriction (including pursuant to put and call agreements or buy/sell arrangements) with respect to the Stock of any joint
venture or similar arrangements pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement;


 


(w)     Liens
(i) on cash advances in favor of the seller of any property to be acquired in a Permitted Investment to be applied against the purchase
price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Permitted Disposition, in each case, solely
to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;


 


(x)      Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or
any of its Restricted Subsidiaries in the ordinary course of business;


 


(y)     Liens
that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions
not given in connection with the incurrence of Debt, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its
Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted
Subsidiary in the ordinary course of business;


 


(z)       any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property
that does not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary;


 


(aa)    Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary
letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;


 






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(bb)   ground
leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;


 


(cc)    Liens
securing Debt or other obligations of the Borrower or a Restricted Subsidiary in favor of the Borrower or any Guarantor and Liens securing
Debt or other obligations of any Restricted Subsidiary that is not a Guarantor in favor of any Restricted Subsidiary that is not a Guarantor;


 


(dd)   Liens
on securities that are the subject of repurchase agreements constituting Cash Equivalents permitted as Permitted Investments;


 


(ee)   Liens on Stock in joint ventures (other than Wholly Owned Restricted Subsidiaries); provided that any such Lien is in favor
of a creditor or partner of such joint venture;


 


(ff)     Liens
on cash and Cash Equivalents used to satisfy or discharge Debt; provided such satisfaction or discharge is permitted hereunder;


 


(gg)   Liens
given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority
in connection with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; provided that such Liens
do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary, taken as whole;


 


(hh)   servicing
agreements, development agreements, site plan agreements, subdivision agreements and other agreements with Governmental Authorities pertaining
to the use or development of any of the real property of the Borrower or any Restricted Subsidiary; provided same do not materially
interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary, taken as whole, including, without limitation,
any obligations to deliver letters of credit and other security as required;


 


(ii)     the
right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, license, franchise,
grant or permit of the Borrower or any Restricted Subsidiary, to terminate any such lease, license, franchise, grant or permit, or to
require annual or other payments as a condition to the continuance thereof;


 


(jj)     Liens
securing Hedge Agreements submitted for clearing in accordance with applicable Law;


 


(kk)   Liens
to secure transactions permitted by Section 8.18 so long as (i) such Lien attaches only to the assets sold in connection with such
transaction and the proceeds thereof (but not any proceeds arising from the rental, leasing or subleasing of such assets by Borrower or
its Subsidiaries), and (ii) such Lien only secures the Debt that was incurred to acquire the assets leased in connection therewith or
any Refinancing Debt in respect thereof; and


 


(ll)     other
Liens; provided that at the time of the incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof,
the aggregate outstanding amount of Debt and other obligations secured by Liens incurred under this clause (ll) and then-outstanding
shall not exceed the greater of (x) $30,000,000 and (y) 5.5% of Consolidated Total Assets (measured as of the date such Lien was incurred
based upon the Section 6.2 Financials most recently delivered on or prior to such date); provided, further, that if such
Liens are consensual and are on the Collateral (other than cash and Cash Equivalents), the holders of the Debt or other obligations secured
thereby (or a representative or trustee on their behalf) shall have entered into the Intercreditor Agreement or another intercreditor
agreement reasonably acceptable to the Borrower and the Collateral Agent providing that the Liens on the Current Asset Collateral securing
such Debt or other obligations shall rank junior to the Liens on the assets of the Obligors in favor of the Secured Parties.


 






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For purposes of determining
compliance with this definition, in the event that any Lien meets the criteria of more than one of the types of Permitted Liens described
in the above clauses, the Borrower, in its sole discretion, may classify and reclassify such Lien and only be required to include the
amount and type of such Lien in one of such clauses.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, unlimited liability company, joint venture, trust,
unincorporated organization, association, corporation, Governmental Authority, or any other entity.


 


“Pioneer”
means Pioneer Natural Resources USA, Inc., a Delaware corporation.


 


“Pioneer Acquisition”
means the sale by Pioneer and Pioneer Natural Resources Pumping Services LLC of certain assets to the Borrower pursuant to that certain
Purchase and Sale Agreement, dated as of November 12, 2018, by and among the Borrower, Pioneer and Pioneer Natural Resources Pumping Services
LLC.


 


“Plan”
means any employee benefit plan (as defined in Section 3(3) of ERISA) which the Borrower sponsors or maintains or to which the Borrower
or a Subsidiary of the Borrower makes, is making, or is obligated to make contributions.


 


“Post-Transaction
Period” means, with respect to any Specified Transaction, the period beginning on the date on which such Specified Transaction
is consummated and ending on the last day of the twelfth month immediately following the date on which such Specified Transaction is consummated.


 


“Preferred Stock”
means, as applied to the Stock of any Person, the Stock of any class or classes (however designated) that is preferred with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Stock of any other class of such Person.


 


“Previous Holdings”
has the meaning specified in the definition of “Holdings.”


 


“Pro Forma Adjustment”
means, for any Test Period that includes all or any part of a Fiscal Quarter included in any Post-Transaction Period, with respect to
the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of the
Borrower, (a) the pro forma increase or decrease (for the avoidance of doubt net of any such increase or decrease actually realized) in
such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions
taken, actions with respect to which substantial steps have been taken or actions that are expected to be taken prior to or during such
Post-Transaction Period, for the purposes of realizing reasonably identifiable cost savings, operating expense reductions or costs or
other synergies or (b) any additional costs, expenses or charges, accruals or reserves incurred prior to or during such Post-Transaction
Period with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations
of the Borrower and its Restricted Subsidiaries or otherwise in connection with, as a result of or related to such Specified Transaction
or Specified Restructuring; provided that (i) so long as such actions are taken or expected to be taken prior to or during such
Post-Transaction Period or such costs are incurred prior to or during such Post-Transaction Period, as applicable, for purposes of projecting
such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that such
cost savings, operating expense reductions or costs or other synergies will be realizable during the entirety of such Test Period, or
such additional costs, as applicable, will be incurred during the entirety of such Test Period and (ii) such Pro Forma Adjustments, when
aggregated with any addbacks made pursuant to clause (a)(10) of the definition of “Consolidated EBITDA,” shall not
be in excess of 20% of Consolidated EBITDA (provided, such cap will not apply to any amounts relating to amounts that would be permitted
to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended)
(prior to giving effect to any increase in Consolidated EBITDA pursuant to this clause (ii) or clause (a)(10) of the definition
of “Consolidated EBITDA”) in any Test Period.


 






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“Pro Forma Basis”
and “Pro Forma Effect” mean, with respect to compliance with any test, financial ratio or covenant hereunder for an
applicable period of measurement, for any Specified Transactions or Specified Restructurings that have been made during any applicable
Test Period or, if applicable, subsequent to such Test Period and prior to or simultaneously with the events for which any such calculation
is made, shall be calculated on a pro forma basis assuming that (A) to the extent applicable, the Pro Forma Adjustment shall have been
made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of
the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test or covenant:
(a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction,
(i) in the case of a Disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or
facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition
or Investment described in the definition of “Specified Transaction,” shall be included, (b) Refinancing of Debt, and (c)
any Debt incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Debt has a floating or formula
rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate
which is or would be in effect with respect to such Debt as at the relevant date of determination; provided that, without limiting the
application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test, ratio
or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give
effect to events (including operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable
to such transaction, (y) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries and (z) reasonably identifiable
or (ii) otherwise consistent with the definition of “Pro Forma Adjustment”.


 


“Pro Rata Share”
means, with respect to a Lender, a fraction (expressed as a percentage), the numerator of which is the aggregate amount of such Lender’s
Revolving Credit Commitments and the denominator of which is the sum of the amounts of all of the Lenders’ Revolving Credit Commitments,
or if no Revolving Credit Commitments are outstanding, a fraction (expressed as a percentage), (x) the numerator of which is the sum (without
duplication) of the aggregate amount of the Revolving Loans owed to such Lender plus such Lender’s participation in the aggregate
undrawn face amount of all outstanding Letters of Credit, plus such Lender’s participation in the aggregate amount of any
Unpaid Drawings in respect of Letters of Credit and (y) the denominator of which is the sum (without duplication) of the aggregate amount
of the Revolving Loans owed to the Lenders, plus the aggregate undrawn face amount of all outstanding Letters of Credit, plus
the aggregate amount of any Unpaid Drawings in respect of Letters of Credit, in each case giving effect to a Lender’s participation
in Swingline Loans and Agent Advances.


 


“Properly Contested”
means, in the case of any Debt or other obligation of the Borrower or any Restricted Subsidiary that is not paid as and when due or payable
by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof, (a) such
Debt or other obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted;
(b) such Person has established appropriate reserves for the contested Debt or other obligation in conformity with GAAP; and (c) will
not result in any impairment of the enforceability, validity or priority of the Collateral Agent’s Liens.


 


“Proposed Change”
has the meaning specified in Section 12.1(b).


 


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


 


“QFC”
shall have the meaning assigned to such term in Section 14.22.


 


“Qualified Stock”
means any Stock that is not Disqualified Stock.


 


“Real Estate”
means all of each Obligor’s and each of its Restricted Subsidiaries’ now or hereafter owned or leased estates in real property,
including, without limitation, all fees, leaseholds and future interests, together with all of each Obligor’s and each of its Restricted
Subsidiaries’ now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements
appurtenant thereto.


 






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“Reasonable
Credit Judgment” means the Agent’s reasonable credit judgment (from the perspective of an asset-based lender) in establishing
reserves, exercised in good faith in accordance with customary business practices for similar asset based lending facilities, (i) to reflect
the impediments to the Collateral Agent’s ability to realize upon the Current Asset Collateral included in the Borrowing Base, (ii)
to reflect claims and liabilities that will need to be satisfied in connection with the realization upon the Current Asset Collateral
included in the Borrowing Base or (iii) to reflect criteria, events, conditions, contingencies or risks which adversely affect, or are
reasonably likely to adversely affect, any component of the Borrowing Base, the Collateral or the validity or enforceability of this Agreement
or the other Loan Documents or any material remedies of the Secured Parties hereunder or thereunder. Any Reserve established or modified
by the Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such Reserve,
as reasonably determined, without duplication, by the Agent in good faith; provided that circumstances, conditions, events or contingencies
existing or arising prior to the Closing Restatement
Effective Date and, in each case, disclosed in writing in any Field Examination delivered to the Agent in connection herewith
or otherwise known to the Agent prior to the Closing Restatement
Effective Date, shall not be the basis for any establishment of any Reserves after the Closing
Restatement Effective Date, unless such circumstances,
conditions, events or contingencies shall have changed in a material respect since the Closing Restatement
Effective Date.


 


“Recipient”
means (a) the Agent, (b) any Lender and (c) any other recipient of any payment made by or on behalf of the Obligors under this Agreement
or any of the Loan Documents, as applicable.


 


“Refinance,”
“Refinanced” and “Refinancing” each has the meaning specified in the definition of the term “Refinancing
Debt.”


 


“Refinanced Debt”
has the meaning specified in the definition of the term “Refinancing Debt.”


 


“Refinancing
Debt” means with respect to any Debt (the “Refinanced Debt”), any Debt incurred in exchange for or as a replacement
of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), by
adding or replacing lenders, creditors, agents, the Borrower and/or guarantors, or, after the original instrument giving rise to such
Debt has been terminated, by entering into any credit agreement, loan agreement, note purchase agreement, indenture or other agreement),
or the net proceeds of which are to be used for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing,
defeasing, amending, supplementing, restructuring, repaying or refunding (collectively to “Refinance” or a “Refinancing”
or “Refinanced”), such Refinanced Debt (or previous refinancing thereof constituting Refinancing Debt); provided
that (a) the principal amount (or accreted value, if applicable) of such Refinancing Debt does not exceed the principal amount (or
accreted value, if applicable) of the Refinanced Debt except by an amount equal to unpaid accrued interest and premium (including applicable
prepayment penalties) thereof plus fees and expenses reasonably incurred in connection therewith plus an amount equal to
any existing commitment unutilized and letters of credit undrawn thereunder, (b) any Liens securing such Refinancing Debt shall have the
same collateral priority as the Liens securing the Refinanced Debt, (c) no Obligor that was not previously liable for the repayment of
such Refinanced Debt is or is required to become liable for the Refinancing Debt (except that any Obligor may be added as an additional
direct or contingent obligor in respect of such Refinancing Debt), (d) such extension, refinancing, refunding, replacement or renewal
does not result in the Refinancing Debt having a shorter Weighted Average Life to Maturity than the Refinanced Debt, and (e) if the Refinanced
Debt was subordinated in right of payment to any of the Obligations, then the terms and conditions of the Refinancing Debt shall include
subordination terms and conditions that are no less favorable to the Lenders in all material respects as those that were applicable to
the Refinanced Debt.


 


“Register”
has the meaning specified in Section 13.20(a).


 


“Release”
means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant
into or through the Environment or within, from or into any building, structure, facility or fixture.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any
successor thereto.


 






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“Report”
and “Reports” each has the meaning specified in Section 13.17(a).


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day
notice requirement under ERISA has been waived in regulations issued by the PBGC.


 


“Required Lenders”
means, at any time, Lenders having Commitments representing at least 50.1% of the aggregate Commitments at such time; provided,
however, that if any Lender shall remain a Defaulting Lender, the term “Required Lenders” means Lenders having
Commitments representing at least 50.1% of the aggregate Commitments at such time (excluding the Commitment of any such Lender that is
a Defaulting Lender); provided further, however, that if the Commitments have been terminated, the term “Required
Lenders” means Lenders holding Loans (including Swingline Loans) representing at least 50.1% of the aggregate principal amount
of Loans (including Swingline Loans) outstanding at such time (excluding Loans of any such Lender that is a Defaulting Lender).


 


“Required Reimbursement
Date” has the meaning specified in Section 2.3(e).


 


“Requirement
of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator
or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or
any of its property is subject.


 


“Reserves”
means reserves that limit the availability of credit hereunder, consisting of reserves against Availability and Eligible Accounts and
any other reserves permitted under this Agreement, in each case, established by the Agent from time to time in the Agent’s Reasonable
Credit Judgment in accordance with Section 2.5 of this Agreement.


 


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


 


“Responsible
Officer” means the President, any Vice President, Chief Executive Officer, Chief Financial Officer, Secretary, Assistant Secretary,
Treasurer, Assistant Treasurer, legal counsel, or any other executive or financial officer of Holdings, the Borrower or any Restricted
Subsidiary, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial
covenants and the preparation of the Borrowing Base Certificate, the president, chief financial officer or the treasurer or assistant
treasurer of the Borrower, or any other officer having substantially the same authority and responsibility.


 


“Restatement
Agreement” has the meaning specified in the recitals to this Agreement.


 


“Restatement
Effective Date” means April 13, 2022, the date on which the conditions to effectiveness set forth in the Restatement Agreement are
satisfied.


 


“Restricted Subsidiary”
means each Subsidiary of the Borrower other than an Unrestricted Subsidiary.


 


“Restructuring
Costs” means any non-recurring, unusual and other one-time costs (including but not limited to legal and consulting fees) incurred
by Holdings or any of its Restricted Subsidiaries in connection with its business, operations and structure in respect of plant closures,
facility shutdowns, plant “moth-balling” or consolidation of assets located at any leased or fee-owned facilities, relocation
or elimination of facilities, offices or operations, information technology integration, headcount reductions, salary continuation, termination,
relocation and training of employees, severance costs, retention payments, bonuses, benefits and payroll taxes and other costs incurred
in connection with the foregoing.


 


“Revolving Credit
Borrowing” means a Borrowing comprised of Revolving Loans.


 






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“Revolving Credit
Commitment” means, at any date for any Lender, the obligation of such Lender to make Revolving Loans and to purchase participations
in Letters of Credit pursuant to the terms and conditions of this Agreement, which shall not exceed the aggregate principal amount set
forth on Schedule 1.1 under the heading “Revolving Credit Commitment” or on the signature page of the Assignment and
Acceptance, Incremental Agreement or Extension Agreement, as applicable, by which it became a Lender, as modified from time to time pursuant
to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance, Incremental Agreement or Extension Agreement;
and “Revolving Credit Commitments” means the aggregate principal amount of the Revolving Credit Commitments of all
Lenders, the maximum amount of which shall be the Maximum Revolver Amount.


 


“Revolving Credit
Commitment Increase” has the meaning specified in Section 2.6(a).


 


“Revolving Credit
Facility” has the meaning specified in the recitals to this Agreement.


 


“Revolving Credit
Lender” means a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.


 


“Revolving Loans”
means the revolving loans made pursuant to Section 2.2, each Agent Advance and Swingline Loan.


 


“S&P”
means Standard & Poor’s Ratings Service, a Standard & Poor’s Financial Services LLC business, or any successor thereto.


 


“Sanctioned
Entity” means (a) a country or territory or a government
of a country or territory, (b) an agency of the government of a
country, (c) an organization directly or indirectly controlled by a country or its government or (d) a Person resident in or determined
to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.


 


“Sanctioned Person”
means a person or entity named or a person or entity owned 50% or more by a person or entity on any of the lists of designated sanctioned
persons maintained by OFAC or the United States Department of State, including the list of Specially Designated Nationals.


 


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


 


“Second Currency”
has the meaning specified in Section 14.19.


 


“Section
6.2 Financials” means the Financial Statements delivered, or required to be delivered, pursuant to Section 6.2(a) or
6.2(b) (or,
if prior to the date on which the first of such Financial Statements are required to have been delivered, the Financial Statements delivered
pursuant to Section 6.2(a) or 6.2(b) of the Original Credit Agreement).


 


“Secured Cash
Management Agreement” means any Cash Management Document that is entered into by and between the Borrower or any Restricted
Subsidiary and a Cash Management Bank and designated in writing by the Cash Management Bank and such Person to the Agent as a “Secured
Cash Management Agreement.”


 


“Secured Hedge
Agreement” means any Hedge Agreement permitted under Section 8.12 that is entered into by and between any Obligor or
any Restricted Subsidiary and any Hedge Bank and designated in writing by the Hedge Bank and such Obligor to the Agent as a “Secured
Hedge Agreement.” Such designation in writing by the Hedge Bank and the applicable Obligor (or any subsequent written notice by
the Hedge Bank to the Agent) may further designate with the consent of the Borrower any Secured Hedge Agreement as being a “Noticed
Hedge” as defined under this Agreement.


 


“Secured Hedge
Obligations” means obligations under any Secured Hedge Agreement up to the maximum amount (in the case of any Hedge Bank other
than Barclays and its Affiliates so long as Barclays is the Agent) reasonably specified by such Hedge Bank and any Obligor or any Restricted
Subsidiary in writing to the Agent, which amount may be established or increased (by further written notice to the Agent from time to
time) as long as Aggregate Revolver Outstandings would not exceed the Maximum Revolver Amount as a result of the establishment of a Bank
Product Reserve for such amount.


 






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“Secured Parties”
means, collectively, the Agent, the Collateral Agent, the Lenders, each Letter of Credit Issuer, the Indemnified Persons, the Cash Management
Banks and the Hedge Banks.


 


“Securities Accounts”
means all “securities accounts” as such term is defined in the UCC.


 


“Securities Account
Control Agreement” means an effective securities account control agreement with an Approved Securities Intermediary, in each
case in the form set forth as an exhibit to the Security Agreement or otherwise in form and substance reasonably satisfactory to the Agent.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Agreement” means the Security Agreement, dated as of the Original
Agreement Date, among Holdings, the Borrower, each of the Guarantors from time to time party thereto, and the Collateral Agent,
for the benefit of the Secured Parties.


 


“Security Documents”
means the Security Agreement, any Mortgage and any other agreements, instruments, and documents heretofore, now or hereafter securing
any of the Obligations.


 


“Senior Secured
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt that is secured by a Lien
on any assets or property of Holdings, the Borrower or any Restricted Subsidiary as of the last day of the Test Period most recently ended
on or prior to the date of determination to (b) Consolidated EBITDA of Holdings, the Borrower and its Restricted Subsidiaries for such
Test Period.


 


“Settlement”
and “Settlement Date” have the meanings specified in Section 13.14(a)(i).


 


“Significant
Subsidiary” means, at any date of determination, (a) any Restricted Subsidiary whose total assets (when combined with the assets
of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the Test Period most
recently ended on or prior to such date of determination were equal to or greater than 10% of the Consolidated Total Assets at such date,
(b) any Restricted Subsidiary whose gross revenues (when combined with the gross revenues of such Restricted Subsidiary’s Subsidiaries
after eliminating intercompany obligations) for such Test Period were equal to or greater than 10% of the consolidated gross revenues
of the Borrower and the Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP or (c) each other
Restricted Subsidiary that, when such Restricted Subsidiary’s total assets or gross revenues (when combined with the total assets
or gross revenues of such Restricted Subsidiary’s Subsidiaries after eliminating intercompany obligations) are aggregated with each
other Restricted Subsidiary (when combined with the total assets or gross revenues of such Restricted Subsidiary’s Subsidiaries
after eliminating intercompany obligations) that would constitute a “Significant Subsidiary” under clause (a) or (b)
above.


 


“SOFR”
means, with respect to any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for
such U.S. Government Securities Business Day published by the SOFR Administrator on the SOFR Administrator’s Website
on the immediately succeeding U.S. Government Securities Business Day. 


 


“SOFR
Adjustment” means 0.10% (10 basis points).


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor
administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 






    -56-


     


    

 



 


“SOFR
Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.


 


“SOFR
Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR and Term SOFR, other than, in each case, pursuant to
clause (c) of the definition of “Base Rate”. 


 


“SOFR
Rate Day” has the meaning assigned to such term in the definition of “Daily Simple SOFR”. 


 


“Sold Entity
or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Solvent”
or “Solvency” means, at the time of determination:


 


(a)       each
of the Fair Value and the Present Fair Saleable Value of the assets of a Person and its Subsidiaries taken as a whole exceed their Stated
Liabilities and Identified Contingent Liabilities; and


 


(b)       such
Person and its Subsidiaries taken as whole do not have Unreasonably Small Capital; and


 


(c)       such
Person and its Subsidiaries taken as whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.


 


Defined
terms used in the foregoing definition shall have the meanings set forth in the solvency certificate delivered on the Closing
Restatement Effective Date pursuant to Section
9.1(a)(v)3(h) of
the Restatement Agreement.


 


“Specified
Conditions” means, at any time of determination, that (a) no Specified Event of Default exists or would arise as a result of
the making of the subject Specified Payment, (b) after giving Pro Forma Effect to such Specified Payment, the Fixed Charge Coverage Ratio
as of the end of the most recently ended Test Period (regardless of whether a Covenant Trigger Period is then in effect) shall be greater
than or equal to 1.0 to 1.0 calculated as if such Specified Payment (if applicable to such calculation) had been made as of the first
day of such Test Period; provided, however, that the condition set forth in clause (b) shall not be applicable if
Availability after giving Pro Forma Effect to such Specified Payment is as of the date of such Specified Transaction and during 30 calendar
days prior to such Specified Payment in excess of the greater of (x) 20.0% of the Maximum Credit and (y) $37,500,00018,750,000,
(c) Availability after giving Pro Forma Effect to such Specified Payment is as of the date of such Specified Transaction and during 30
calendar days prior to such Specified Payment in excess of the greater of (x) 15.0% of the Maximum Credit and (y) $30,000,000
15,000,000 and (d) the Borrower shall have delivered
a certificate of a Responsible Officer, to the Agent stating that the conditions contained in the foregoing clauses (a), (b)
(if applicable) and (c) have been satisfied.


 


“Specified Event
of Default” means the occurrence of and continuance of any Event of Default under (a) Section 10.1(b), to the extent
related to the inaccuracy of any Borrowing Base Certificate delivered under this Agreement, (b) any of Sections 10.1(a), (e),
(f) or (g), (c) Section 10.1(c)(ii), (d) Section 10.1(c)(iii) or (e) Section 10.1(c)(i) (as a result
of a breach of Section 8.23 only).


 


“Specified Payment”
means (a) any Permitted Acquisition, (b) Distributions made pursuant to Section 8.10(j)(i), (c) Investments made pursuant to clause
(ff) of the definition of “Permitted Investments,” (d) sale and leaseback transactions consummated pursuant to Section
8.18 and (e) payments in respect of Junior Debt made pursuant to Section 8.13(vi).


 


“Specified
Restructuring” means any restructuring or other strategic initiative (including cost saving initiative) of the Borrower or any
of its Restricted Subsidiaries after the Closing Restatement
Effective Date and not in the ordinary course and described in reasonable detail in a certificate of a Responsible Officer
delivered by the Borrower to the Agent.


 


“Specified Transaction”
means, with respect to any period, any Investment, Disposition, incurrence of Debt, Refinancing of Debt, Distribution, Subsidiary designation,
Revolving Credit Commitment Increase, creation of Extended Revolving Credit Commitments or other event that by the terms of the Loan Documents
requires compliance on a “Pro Forma Basis” with a test or covenant hereunder or requires such test or covenant to be calculated
on a “Pro Forma Basis” or after giving “Pro Forma Effect” thereto.


 






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“Sponsor”
means Energy Capital Partners, LLC and each of its Affiliates and any funds, partnerships or other investment vehicles managed or controlled
by it or its Affiliates, but not including, however, any of their operating portfolio companies.


 


“Stated
Termination Date” means, with respect to the Revolving Credit Facility, December 19April
13, 2023  2027
and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related
thereto.


 


“Stock”
means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of
how designated) of or in a corporation, partnership, limited liability company, unlimited liability company or equivalent entity whether
voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).


 


“Subordinated
Debt” means any Debt subordinated in right of payment to, or required under the Loan Documents to be subordinated in right of
payment to, any Debt under the Loan Documents, except any Debt that is subject to Lien subordination but not payment subordination.


 


“Subordinated
Intercompany Note” means the Intercompany Subordinated Note, dated as of the Original
Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of the Borrower from time to time party
thereto.


 


“Subsidiary”
of a Person means any corporation, association, partnership, limited liability company, unlimited liability company, joint venture or
other business entity of which more than fifty percent (50%) of the voting stock or other Stock (in the case of Persons other than corporations),
is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof.
Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Borrower.


 


“Successor Borrower”
has the meaning specified in Section 8.9(a).


 


“Successor Holdings”
has the meaning specified in Section 8.27(b).


 


“Supermajority
Lenders” means, at any time, Lenders having Commitments representing at least 662⁄3% of the aggregate Commitments at such
time; provided, however, that if any Lender shall remain a Defaulting Lender, the term “Supermajority Lenders”
means Lenders having Commitments representing at least 662⁄3% of the aggregate Commitments at such time (excluding the Commitment
of any such Lender that is a Defaulting Lender); provided further, however, that if the Commitments have been terminated,
the term “Supermajority Lenders” means Lenders holding Loans (including Swingline Loans) representing at least 662⁄3%
of the aggregate principal amount of Loans (including Swingline Loans) outstanding at such time (excluding Loans of any such Lender that
is a Defaulting Lender).


 


“Supporting Letter
of Credit” has the meaning specified in Section 2.3(g).


 


“Swap Termination
Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge 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 Hedge Agreements, as determined based upon one
or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include
a Lender or any Affiliate of a Lender).


 






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“Swingline Commitment”
means the Commitment of the Swingline Lender to make loans pursuant to Section 2.4(f).


 


“Swingline Lender”
means Barclays or any successor financial institution agreed to by the Agent, in its capacity as provider of Swingline Loans.


 


“Swingline Loan”
and “Swingline Loans” have the meanings specified in Section 2.4(f).


 


“Swingline Sublimit”
has the meaning specified in Section 2.4(f).


 


“Tax Group”
has the meaning specified in Section 8.10(g)(i).


 


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


 


“Term
SOFR” means, 


 


(a)       for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior
to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, plus the Applicable SOFR Adjustment;
provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate
for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR
Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was
published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three
(3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and


 


(b)       for
any calculation with respect to an Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as
such rate is published by the Term SOFR Administrator, plus the Applicable SOFR Adjustment; provided, however, that if as of 5:00 p.m.
(New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published
by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term
SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior
to such Base Rate Term SOFR Determination Day;


 


provided,
further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall
ever be less than 0.00%, then Term SOFR shall be deemed to be 0.00%.


 


“Term
SOFR Administrator” means the CME Group Benchmark Administration Limited
(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).


 


“Term
SOFR Interest Payment Date” means, with respect to a Term SOFR Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term SOFR Borrowing with
an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period.


 


“Term
SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR. 


 


“Term
SOFR Reference Rate” means the rate per annum determined by the Agent as
the forward-looking term rate based on SOFR.


 






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“Termination
Date” means the earliest to occur of (a) the Stated Termination Date, (b) the date the Commitments are terminated either by
the Borrower pursuant to Section 4.4 or by the Required Lenders pursuant to Section 10.2, and (c) the date this Agreement
is otherwise terminated for any reason whatsoever pursuant to the terms of this Agreement.


 


“Test
Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending
on or prior to such date for which financial statements have been (or were required to have been) delivered pursuant to Section 6.2(a)
or 6.2(b); provided that  (or,
if prior to the first date financial statements date
on which the first of such Financial Statements are required to have been delivered,
the Financial Statements delivered pursuant to Section 6.2(a) or 6.2(b), the
Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended December 31, 2016
of the Original Credit Agreement).


 


“Titled Goods”
means vehicles and similar items that are (a) subject to certificate-of-title statutes or regulations under which a security interest
in such items are perfected by an indication on the certificates of title of such items (in lieu of filing of financing statements under
the UCC) or (b) evidenced by certificates of ownership or other registration certificates issued or required to be issued under the laws
of any jurisdiction.


 


“Total Net Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the Test Period
most recently ended on or prior to the date of determination to (b) Consolidated EBITDA of Holdings, the Borrower and its Restricted Subsidiaries
for such Test Period.


 


“Transactions”
means, collectively, (a) the entering into of the Loan Documents and funding of the Loans on the
Closing Date and the consummation of the other transactions contemplated by this Agreement and the other Loan Documents, (b) the Existing
Debt Refinancing, (c) the consummation of the initial public offering of the common stock of Holdings and (dRestatement
Agreement and the other applicable Loan Documents on the Restatement Effective Date and (b) the payment of fees and expenses
in connection therewith.


 


“Type”
means any type of a Loan determined with respect to the interest option applicable thereto, which shall be a LIBOR
Term SOFR Loan or a Base Rate Loan.


 


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


 


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


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 5.1(d)(ii)(C).


 


“UCC”
means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are
required as a result thereof to be applied in connection with the issue of perfection of security interests.


 


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


 


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


 






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


 


“Unfinanced Capital
Expenditures” means, with respect to any Person and for any period, Capital Expenditures made by such Person during such period
that are not Financed Capital Expenditures.


 


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


 


“Unpaid Drawings”
has the meaning specified in Section 2.3(e).


 


“Unrestricted
Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 1.4, (ii) any Subsidiary of the Borrower designated
by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 8.26 subsequent to the Closing
Restatement Effective Date and (iii) any Subsidiary
of an Unrestricted Subsidiary.


 


“Unused Letter
of Credit Subfacility” means an amount equal to the Letter of Credit Subfacility minus the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit plus, without duplication, (b) the aggregate Unpaid Drawings obligations with respect
to a Letters of Credit.


 


“Unused Line
Fee” has the meaning specified in Section 3.5.


 


“USA PATRIOT
Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.


 


“Voting Stock”
means, with respect to any Person, shares of such Person’s Stock having the right to vote for the election of members of the Board
of Directors of such Person under ordinary circumstances.


 


“Weighted Average
Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing: (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment by (ii) the then-outstanding principal amount of such Debt.


 


“Wholly Owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Stock of which (other than (x) director’s
qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or
by one or more wholly owned Subsidiaries of such Person.


 


“Withholding
Agent” means any Obligor, any Agent and, in the case of any U.S. federal
withholding tax, any other applicable withholding agent.


 






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


 


1.2               
Accounting Terms.


 


(a)                
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise
specifically prescribed herein; provided, however, that if the Borrower notifies the Agent that the Borrower requests an amendment to
any provision hereof to eliminate the effect of any change occurring after the Closing Restatement
Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower
that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith.


 


(b)               
Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in
this Agreement with respect to any period during which any Specified Transaction or Specified Restructuring occurs, the Fixed Charge Coverage
Ratio, the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio shall be calculated with respect to such period and such
Specified Transaction or Specified Restructuring on a Pro Forma Basis.


 


(c)                
Where reference is made to “Holdings, the Borrower and its Restricted Subsidiaries, on a consolidated basis” or similar
language, such consolidation shall not include any Subsidiaries of the Borrower other than Restricted Subsidiaries.


 


(d)               
Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under the Financial
Accounting Standards Board’s Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including
pursuant to the Accounting Standards Codification), to value any Debt of Holdings, the Borrower or any Subsidiary at “fair value”
as defined therein and (ii) all leases and obligations under any leases of any Person that are or would be characterized as operating
leases and/or operating lease obligations in accordance with GAAP as of December 31, 2016 (whether or not such operating leases and/or
operating lease obligations were in effect on such date) shall continue to be accounted for as operating leases and/or operating lease
obligations (and not as Capital Leases and/or Capital Lease Obligations) for purposes of this Agreement regardless of any change in GAAP
following the date that would otherwise require such obligations to be recharacterized as Capital Leases and/or Capital Lease Obligations.


 


(e)                
For the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive
agreement for the Disposition thereof has been entered into as discontinued operations, the Net Income of such Person or business shall
not be excluded from the calculation of Net Income until such Disposition shall have been consummated.


 


1.3               
Interpretive Provisions.


 


(a)                
The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 






    -62-


     


    

 


(b)               
The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole
and not to any particular provision of this Agreement; and Subsection, Section, Schedule and Exhibit references are to this Agreement
unless otherwise specified.


 


(c)                
The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and
other writings, however evidenced.


 


(i)             
The term “including” is not limiting and means “including without limitation.”


 


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


 


(iii)              
The word “or” is not exclusive.


 


(iv)              
Any reference to any Person shall be constructed to include such Person’s successors or assigns (subject to any restrictions on
assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded
to any or all of the functions thereof.


 


(v)             
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.


 


(vi)              
The word “will” shall be construed to have the same meaning as the word “shall.”


 


(vii)              
The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


(d)               
Unless otherwise expressly provided herein, (a) references to Organization Documents, Charter Documents, agreements (including
the Loan Documents) and other contractual obligations shall be deemed to include all subsequent amendments, restatements, amendment and
restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment
and restatements, extensions, supplements and other modifications are permitted by this Agreement; and (b) references to any applicable
Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such applicable
Law.


 


(e)                
The captions and headings of this Agreement and other Loan Documents are for convenience of reference only and shall not affect
the interpretation of this Agreement.


 


(f)                 
This Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.


 


1.4               
Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g.,
a “LIBOR Term
SOFR Loan”) or by Class and Type (e.g., a “Revolving LIBOR Term
SOFR Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”)
or by Type (e.g., a “LIBOR Term
SOFR Borrowing”) or by Class and Type (e.g., a “Revolving LIBOR Term
SOFR Borrowing”).


 


1.5               
[Reserved]. 


 


1.6               
Rounding. Any financial ratios required to be
maintained or complied with by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to
be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).


 






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1.7               
Times of Day. Unless otherwise specified, all
references herein to times of day shall be references to New York City (daylight or standard, as applicable).


 


1.8               
Timing of Payment or Performance. When the payment
of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is
not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance
shall extend to the immediately succeeding Business Day.


 


1.9               
Currency Equivalents Generally.


 


(a)                
For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts
incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then
in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect
to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default
or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such
Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance
with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign
currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except
by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with
such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance
of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining
whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such
Sections. For purposes of the Financial Covenant, amounts in currencies other than Dollars shall be translated into Dollars at the applicable
exchange rates used in preparing the most recently delivered Section 6.2 Financials.


 


(b)               
Each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time
specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency
of any country and any relevant market conventions or practices relating to such change in currency.


 






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1.10            
Divisions. For all purposes under the Loan
Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s
laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different
Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person
comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its
Stock at such time.


 


1.11
            Rates1.12.
The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration
of, submission of, calculation of or any other matter related to Base Rate, Term SOFR, Daily Simple SOFR, or any component definition
thereof or rates referred to in the definitions thereof, or any alternative, successor or replacement rate thereto (including any Benchmark
Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any
Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity
as, Base Rate, Term SOFR, Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation
or composition of any Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions that affect
the calculation of Base Rate, Term SOFR, Daily Simple SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement)
or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services
in its reasonable discretion to ascertain Base Rate, Term SOFR, Daily Simple SOFR or any other Benchmark, in each case pursuant to the
terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind,
including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract
or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such
information source or service.


 


ARTICLE
II



LOANS AND LETTERS OF CREDIT


 


2.1               
Credit Facilities. Subject to all of the
terms and conditions of this Agreement, (i) the Lenders agree to make Revolving Loans to the Borrower on
the Closing Date and at any time and from time to time on or
after the Restatement Effective Date and prior to the Termination Date, in an aggregate principal amount outstanding not in
excess of the Maximum Revolver Amount, (ii) the Swingline Lender agrees to extend credit to the Borrower, at any time and from time to
time prior to the Termination Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess
of the Swingline Sublimit, and (iii) the Letter of Credit Issuers agree to issue Letters of Credit on behalf of the Borrower, in an aggregate
face amount at any time outstanding not in excess of the Letter of Credit Subfacility. The proceeds of the Revolving Loans and the Swingline
Loans are to be used solely to finance ongoing working capital needs and for other general corporate purposes (including Permitted Acquisitions
and other Permitted Investments, Permitted Distributions and the repayment or prepayment of Debt, in each case to the extent not prohibited
pursuant to the terms hereof) of the Borrower and its Restricted Subsidiaries. Each Loan made pursuant to this Agreement shall be made
in Dollars.


 


2.2               
Revolving Loans. Subject to all of the terms and
conditions of this Agreement, each Lender severally, but not jointly or jointly and severally, agrees, upon the Borrower’s request
from time to time on any Business Day during the period from the Closing Restatement
Effective Date to the Termination Date, to make Revolving Loans in Dollars to the Borrower in amounts not to exceed such Lender’s
Pro Rata Share of then-current Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or
issue or arrange to have issued Letters of Credit in excess of the Borrowing Base on one or more occasions, but if they do so, neither
the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits
on any other occasion. If any such Borrowing would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making
of Revolving Loans as the Lenders determine until such excess has been eliminated, subject to the Agent’s authority, in its sole
discretion, to make Agent Advances pursuant to the terms of Section 2.4(g).


 






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2.3               
Letters of Credit.


 


(a)                
Agreement to Issue. Subject to all of the terms and conditions of this Agreement, the Letter of Credit Issuers agree to
issue for the account of the Borrower or any Restricted Subsidiary of the Borrower one or more standby letters of credit denominated in
Dollars (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) and to amend, renew
or extend Letters of Credit previously issued by such Letter of Credit Issuer (unless otherwise provided below); provided that
the Borrower shall be the applicant, and be jointly and severally liable, with respect to any Letter of Credit issued for the account
of a Restricted Subsidiary.


 


(b)   
Amounts; Outside Expiration Date. The Letter of Credit Issuers shall not have any obligation to issue any Letter of Credit
at any time if (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any
increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn
amount of the requested Letter of Credit would exceed the then-current Availability; or (iii) such Letter of Credit has an expiration
date later than 12 months after the date of issuance (subject to customary evergreen or automatic renewal provisions reasonably acceptable
to such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event
shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination
Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable
Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and
reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit
Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter
of Credit Issuer would exceed its L/C Commitment. With respect to any Letter of Credit which contains any “evergreen” or automatic
renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving
notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit
has been issued, the Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit
to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent shall
have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) days prior to the
Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this
Section 2.3 are met and no Default or Event of Default has occurred and is continuing.


 


(c)                
Other Conditions. In addition to the conditions precedent contained in Article IX, the obligation of the Letter of
Credit Issuers to issue any applicable Letter of Credit is subject to the following conditions precedent having been satisfied:


 


                                                   
(i)              the Borrower shall have delivered to the applicable
Letter of Credit Issuer, at least three (3) Business Days (or such shorter period as the applicable Letter of Credit Issuer may agree)
in advance of the proposed date of issuance of any Letter of Credit, an application in form and substance reasonably satisfactory to such
Letter of Credit Issuer for the issuance of the Letter of Credit and such other documents as may be reasonably required pursuant to the
terms thereof, and the form of the proposed Letter of Credit shall be reasonably satisfactory to the applicable Letter of Credit Issuer;
and


 


                                                 
(ii)               as of the date of issuance, no order of
any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Letter of Credit Issuer
from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no Law applicable to the applicable
Letter of Credit Issuer and no request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction
over such Letter of Credit Issuer shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters
of credit generally or the issuance of such Letters of Credit.


 






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(d)               
Issuance of Letters of Credit.


 


(i)            Request
for Issuance. The Borrower shall deliver an application signed by a Responsible Officer of the Borrower in form and substance reasonably
satisfactory to the Letter of Credit Issuer to the Agent and the applicable Letter of Credit Issuer of a requested Letter of Credit at
least three (3) Business Days (or such shorter period as the applicable Letter of Credit Issuer may agree) prior to the proposed issuance
date. Such application shall specify the original face amount of the Letter of Credit requested, the Business Day of issuance of such
requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the Business Day on which the
requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested
Letter of Credit. The Borrower shall attach to such application the proposed draw conditions to be included in the form of the Letter
of Credit.


 


(ii)            Responsibilities
of the Agent; Issuance. As of the Business Day immediately preceding the requested issuance date of each Letter of Credit, the Agent
shall determine the amount of the Unused Letter of Credit Subfacility and the then-current Availability as of such date. If (A) the aggregate
amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein)
is less than the Unused Letter of Credit Subfacility and (B) the amount of such requested Letter of Credit would not exceed the then-current
Availability, the Agent shall inform the applicable Letter of Credit Issuer that it may issue the requested Letter of Credit on the requested
issuance date so long as the other conditions to such issuance set forth in this Agreement are met.


 


(iii)            No
Extensions or Amendment. Except in the case of Letters of Credit subject to evergreen or automatic renewal provisions, no Letter of
Credit Issuer shall be required to extend, renew or amend any Letter of Credit issued pursuant hereto unless the requirements of this
Section 2.3 are met as though a new Letter of Credit were being requested and issued.


 


(e)                
Payments Pursuant to Letters of Credit. The Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer in
Dollars with respect to any drawing or disbursement by such Letter of Credit Issuer under any Letter of Credit, by making payment, whether
with its own funds, with the proceeds of Revolving Loans or any other source, to the Agent for the account of the applicable Letter of
Credit Issuer in immediately available funds, (with respect to each such amount so paid under a Letter of Credit until reimbursed, an
“Unpaid Drawing”) (i) within one Business Day of the date of such drawing or disbursement if the applicable Letter
of Credit Issuer provides notice to the Borrower of such drawing or disbursement prior to 11:00 a.m. (New York City time) on such prior
Business Day after the date of such drawing or disbursement or (ii) if such notice is received after such time, on the next Business Day
following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required
Reimbursement Date”)), with interest on the amount so paid or disbursed by such applicable Letter of Credit Issuer, from and
including the date of such drawing or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day
equal to the applicable rate described in Section 3.1(a)(i); provided that, notwithstanding anything contained in this Agreement
to the contrary, with respect to any Letter of Credit, unless the Borrower shall have notified the Agent and the applicable Letter of
Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date that the Borrower intends to reimburse such
Letter of Credit Issuer for the amount of such drawing or disbursement with funds other than the proceeds of Revolving Loans, each drawing
under any Letter of Credit shall constitute a request by the Borrower to the Agent for a Borrowing of a Base Rate Loan in the amount of
such drawing and, to the extent such Base Rate Loan is made, the Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting Base Rate Loan.


 


(f)                 
Indemnification; Exoneration; Power of Attorney.


 


(i)            Indemnification.
In addition to amounts payable as elsewhere provided in this Section 2.3, the Borrower agrees to protect, indemnify, pay and save
the applicable Letter of Credit Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges
and reasonable and documented or invoiced out-of-pocket expenses (including reasonable Attorney Costs) which such Letter of Credit Issuer
may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except that the foregoing indemnity
shall not apply to such Letter of Credit Issuer to the extent of acts or omissions arises out of gross negligence, bad faith or willful
misconduct of such Letter of Credit Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).
The Borrower’s obligations under this Section shall survive payment of all other Obligations and termination of this Agreement.


 






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(ii)            Assumption
of Risk by the Borrower. As among the Borrower, the Revolving Credit Lenders, the applicable Letter of Credit Issuer and the Agent,
the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries
of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lenders, the applicable Letter of Credit Issuer
and the Agent shall not be responsible for (except in the case of any such Person (but not with respect to any other Person), to the extent
arising out of the gross negligence, bad faith or willful misconduct of such Person (as determined by a court of competent jurisdiction
in a final and non-appealable decision) in connection with any of the following): (A) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts
with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign
any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions set forth in any separate agreement
with the Borrower that are required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation
of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any
Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any
drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the Revolving Credit Lenders, the
applicable Letter of Credit Issuer or the Agent, including any act or omission, whether rightful or wrongful, of any present or future
de jure or de facto Governmental Authority; or (I) the applicable Letter of Credit Issuer’s honor of a draw for which the draw or
any certificate fails to comply in any material respect with the terms of the Letter of Credit; provided that this assumption is
not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary
or transferee at Law or under any other agreement. None of the foregoing shall affect, impair or prevent the vesting of any rights or
powers of the Agent or any Revolving Credit Lender under this Section 2.3(f).


 


(iii)            Exoneration.
Without limiting the foregoing, no action or omission whatsoever by the Agent, a Letter of Credit Issuer or any Revolving Credit Lender
shall result in any liability of the Agent, such Letter of Credit Issuer or any Revolving Credit Lender to the Borrower (except as provided
in the immediately succeeding clause (iv)), or relieve the Borrower of any of its obligations hereunder to any such Person.


 


(iv)            Rights
Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the Borrower’s rights or claims, if
any, under Law or otherwise, against any Letter of Credit Issuer which arise as a result of the letter of credit application and related
documents executed by such Letter of Credit Issuer or which arise as a result of such Letter of Credit Issuer’s willful misconduct,
gross negligence or bad faith (as determined by a court of competent jurisdiction in a final and non-appealable decision).


 


(v)            Account
Party. The Borrower hereby authorizes and directs any Letter of Credit Issuer to name the Borrower as the “Account Party”
in the Letters of Credit and to deliver to the Agent all instruments, documents and other writings and property received by the applicable
Letter of Credit Issuer pursuant to the Letters of Credit, and to accept and rely upon the Agent’s instructions and agreements with
respect to all matters arising in connection with the Letters of Credit or the applications therefor.


 


(g)               
Supporting Letter of Credit. If, notwithstanding the provisions of Section 2.3(b) and Section 11.1, any Letter
of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrower shall (i) deposit with the Agent,
for the ratable benefit of the Agent, the applicable Letter of Credit Issuer and the Revolving Credit Lenders, with respect to each Letter
of Credit then outstanding, a standby letter of credit (a “Supporting Letter of Credit”) in form and substance reasonably
satisfactory to the Agent, issued by an issuer reasonably satisfactory to the Agent, in an amount equal to 103% (or such lesser amount
as the Agent and such Letter of Credit Issuer shall agree but not less than 100%) of the sum of the greatest amount for which such Letter
of Credit may be drawn plus any fees and expenses then due and owing with such Letter of Credit, under which Supporting Letter
of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, such Letter of Credit Issuer and the Revolving Credit
Lenders for payments to be made by the Agent, such Letter of Credit Issuer and such Revolving Credit Lenders under such Letter of Credit
and any fees and expenses then due and owing or to become due and owing with such Letter of Credit, or (ii) cash collateralize each Letter
of Credit then outstanding, in an amount equal to 103% (or such lesser amount as the Agent and such Letter of Credit Issuer shall agree)
of the sum of the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses then due and owing with
such Letter of Credit, in a manner reasonably satisfactory to the Agent. Such Supporting Letter of Credit or cash collateral shall be
held by the Agent, for the ratable benefit of the Agent, the applicable Letter of Credit Issuer and the Revolving Credit Lenders, as security
for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit remaining outstanding.


 






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(h)               
Addition of a Letter of Credit Issuer. A Lender (or any of its Subsidiaries or affiliates) may become an additional Letter
of Credit Issuer hereunder pursuant to a written agreement among the Borrower, the Agent and such Lender. The Agent shall notify the Revolving
Credit Lenders of any such additional Letter of Credit Issuer.


 


2.4               
Loan Administration.


 


(a)                
Procedure for Borrowing.


 


(i)            Each
Borrowing by the Borrower shall be made upon the Borrower’s written notice delivered to the Agent in the form of a notice of borrowing
substantially in the form of Exhibit B (“Notice of Borrowing”), which must be received by the Agent prior to
(w) 12:00 noon (New York City time) three (3) Business Days prior to the requested Funding Date, in the case of LIBOR
Term SOFR Loans, (x) 1:00 p.m. (New York City time)
one (1) Business Day prior to the requested Funding Date, in the case of Base Rate Loans on any Funding Date and
(y, (y) 11:00 a.m. (New York City time) five (5) Business Days
prior to the requested Funding Date, in the case of Daily Simple SOFR Loans and (z) 10:00 a.m. (New York City time) on the
Funding Date, in the case of Swingline Loans, specifying:


 


(A)whether
such Borrowing is to be a LIBOR Term
SOFR Borrowing or a Base Rate Borrowing (and if not specified, it shall be deemed a request for a Base Rate Borrowing);


 


(B)the
amount of the Borrowing, which (x) in the case of a LIBOR Loan, must equal or exceed $1,000,000 (and
increments of $1,000,000 in excess of such amount) and (y) in the case of a Base Rate Loan, must equal or exceed $1,000,000
(and increments of $1,000,000 in excess of such amount);


 


(C)the
requested Funding Date, which must be a Business Day; and


 


(D)in
the case of a request for LIBOR Term
SOFR Loans, the duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed
a request for an Interest Period of one month).


 


(ii)            At
the election of the Agent or the Required Lenders, the Borrower shall have no right to request a LIBOR
Term SOFR Loan while an Event of Default has occurred
and is continuing.


 


(b)               
Reliance upon Authority. On or prior to the Closing Date, the Borrower shall deliver to the Agent a notice setting forth
the account of the Borrower (such account, together with any replacement account, the “Designated Account”) to which
the Agent is authorized to transfer the proceeds of the Loans requested hereunder unless otherwise directed in writing by the Borrower.
The Borrower may designate a replacement account from time to time by written notice to the Agent. The Agent is entitled to rely conclusively
on any Person’s request for Revolving Loans on behalf of the Borrower, so long as the proceeds thereof are to be transferred to
the Designated Account or to another account designated by the Borrower in writing. The Agent has no duty to verify the identity of any
individual representing himself or herself as a person authorized by the Borrower to make such requests on its behalf.


 


(c)                
No Liability. The Agent shall not incur any liability to the Borrower as a result of acting upon any notice referred to
in Section 2.4(a) or (b), which the Agent believes in good faith to have been given by an officer or other person duly authorized
by the Borrower to request Loans on its behalf. The crediting of Loans to the Designated Account conclusively establishes the obligation
of the Borrower to repay such Loans as provided herein.


 






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(d)               
Borrower’s Election. Promptly after receipt of a Notice of Borrowing for a Revolving Base Rate Loan, the Borrower
shall elect to have the terms of Section 2.4(e) or the terms of Section 2.4(f) apply to such requested Borrowing. If the
condition in Section 2.4(f)(i)(C) is not satisfied, the terms of Section 2.4(e) shall apply to the requested Borrowing.


 


(e)                
Making of Revolving Loans. If the Borrower elects to have the terms of this Section 2.4(e) apply to a requested Revolving
Credit Borrowing of a Base Rate Loan or if the Agent receives a Notice of Borrowing for a LIBOR Term
SOFR Loan, then, promptly after receipt of the Notice of Borrowing with respect to such Revolving Base Rate Loan or Revolving
LIBOR Term SOFR Loan,
the Agent shall notify the Revolving Credit Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each Revolving Credit
Lender shall transfer its Pro Rata Share of the requested Borrowing to the Agent in immediately available funds, to the account from time
to time designated by the Agent, not later than 12:00 noon (New York City time) on the applicable Funding Date;
provided that on the Closing Date, such funds may be made available at such earlier time as may
be agreed among the relevant Lenders, the Borrower and the Agent for the purpose of consummating the Transactions. After
the Agent’s receipt of all such amounts from the Lenders, the Agent shall make the aggregate of such amounts available to the Borrower
on the applicable Funding Date by transferring same day funds to the account(s) designated by the Borrower; provided, however,
that the amount of Revolving Loans so made on any date shall not exceed the then-current Availability on such date.


 


(f)                 
Making of Swingline Loans.


 


(i)            If
the Borrower elects to have the terms of this Section 2.4(f) apply to a requested Revolving Credit Borrowing of a Base Rate Loan,
the Swingline Lender shall make a Revolving Loan in the amount of that Borrowing available to the Borrower on the applicable Funding Date
by transferring same day funds to the Designated Account or such other account(s) as may be designated by the Borrower in writing. Each
Revolving Loan made solely by the Swingline Lender pursuant to this Section 2.4(f) is herein referred to as a “Swingline
Loan,” and such Revolving Loans are collectively referred to as the “Swingline Loans.” Each Swingline Loan
shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon (including interest)
shall be payable to the Swingline Lender solely for its own account. The Agent shall not request the Swingline Lender to make any Swingline
Loan if (A) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in
Article IX will not be satisfied on the requested Funding Date for the applicable Borrowing, (B) the requested Borrowing would
exceed then-current Availability on that Funding Date (as reasonably determined by the Agent), or (C) such Swingline Loan would cause
the aggregate outstanding principal balance of all Swingline Loans to exceed $15,000,000 (the “Swingline Sublimit”).


 


(ii)            The
Swingline Loans shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and
Obligations hereunder.


 


(g)               
Agent Advances.


 


(i)            Subject
to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the
Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default,
or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate
Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing
Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver
Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion
thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through
Base Rate Loans for the purpose of enabling the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or
(3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as
described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided,
that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in
writing and shall become effective prospectively upon the Agent’s receipt thereof.


 






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(ii)            The
Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and
Obligations hereunder.


 


(h)               
Notice Irrevocable. Other than any Notice of Borrowing for a Base Rate Loan made on or
prior to the Closing Date, any Any Notice of Borrowing
made pursuant to Section 2.4(a) shall be irrevocable. The Borrower shall be bound to borrow the funds requested therein in
accordance therewith.


 


2.5               
Reserves. The Agent may establish Reserves or
change (including by decreasing the amount of) any of the Reserves, in the exercise of its Reasonable Credit Judgment; provided that
such Reserves shall not be established or changed except upon not less than five (5) Business Days’ written
notice to the Borrower (unless an Event of Default exists and is continuing in which event such notice (which ,
in such event, may be oral) may be given at any time prior to the establishment or change and shall not be subject to the five
(5) Business Day notice requirement); provided, further, that no such prior notice shall be required for any changes to
any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology
of calculation previously utilized; provided, further,
that, the Borrower may not obtain any new Loans hereunder during the period after receipt of such notice and prior to the expiration of
such five (5) Business Day notice period to the extent such new Loans would cause the aggregate amount of all outstanding Loans
to exceed the then-current Availability after giving effect to such proposed Reserve. The Agent will be available during such
period to discuss any such proposed Reserve or change with the Borrower and without limiting the right of the Agent to establish or change
such Reserves in the Agent’s Reasonable Credit Judgment, the Borrower may take such action as may be required so that the event,
condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the
Agent. The amount of any Reserve established by the Agent pursuant to the first sentence of this Section 2.5 shall have a reasonable
relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for
the Reserve. In the event that the Agent has determined to establish or change a Reserve pursuant to the first sentence of this Section
2.5 and the Reserve amount to be so established or as modified is inconsistent with the Reserve amount determined by the Agent, then
the greater Reserve amount so determined shall apply. Notwithstanding anything herein to the contrary, a Reserve shall not be established
to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definition of “Eligible
Account” or of any then-existing Reserve. The establishment of any Reserve with respect to any obligation, charge, liability, debt
or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such
obligation, charge, liability or debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts
reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.


 


2.6               
Incremental Credit Extension.


 


(a)                
The Borrower may at any time or from time to time after the Closing Restatement
Effective Date, by written notice delivered to the Agent, request one or more increases in the amount under any Class of Revolving
Credit Commitments (each such increase, a “Revolving Credit Commitment Increase”).


 


(b)               
Each Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 (provided
that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below) (and
in minimum increments of $5,000,000 in excess thereof), and the aggregate amount of Revolving Credit Commitment Increases (after giving
Pro Forma Effect thereto and the use of the proceeds thereof) incurred pursuant to this Section 2.6(b) plus the aggregate principal
amount of Revolving Credit Commitments hereunder shall not exceed $400,000,000250,000,000.


 


(c)                
(i) The Revolving Credit Commitment Increases shall be treated the same as the Revolving Credit Commitments (except that the maturity
date thereof shall be no earlier than the initial Stated Termination Date for the Revolving Credit Facility) and shall be considered to
be part of the Revolving Credit Commitments (it being understood that, if required to consummate a Revolving Credit Commitment Increase,
the interest rate margins, rate floors and undrawn commitment fees on the Revolving Credit Commitments may be increased and additional
upfront or similar fees may be payable to the lenders providing the Revolving Credit Commitment Increase without any requirement to pay
such fees to any then-existing Lenders).


 






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(ii)          The
Revolving Credit Commitment Increases may be in the form of a separate “first-in, last-out” or “last-out” tranche
(the “FILO Tranche”) with interest rate margins, rate floors, upfront fees, funding discounts, advance rates, premiums,
unused fees and original issue discounts to be agreed between the Borrower and the applicable Lenders providing such Revolving Credit
Commitment Increases, and with other terms reasonably satisfactory to the Agent (it being understood to the extent that any financial
maintenance covenant is added for the benefit of any FILO Tranche, no consent shall be required from the Agent or any Lender to the extent
that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility) and to be agreed upon (which,
for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Loans pursuant to clause (i) above)
among the Borrower and the Lenders providing the FILO Tranche so long as (1) any loans and related obligations in respect of the FILO
Tranche shall not be guaranteed by any Person other than the Guarantors and shall rank equal (or, at the option of the Borrower, junior)
in right of priority to the Collateral Agent’s Liens; (2) as between (x) the Revolving Credit Facility (other than the FILO Tranche)
and (y) the FILO Tranche, all proceeds from the liquidation or other realization of the Collateral shall be applied, first to obligations
owing under, or with respect to, the Revolving Credit Facility (other than the FILO Tranche) and second to the FILO Tranche; (3) no Borrower
may prepay Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Loans
(including Swingline Loans) and/or Unpaid Drawings (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory
to the Agent) are outstanding; (4) the Required Lenders (calculated as including the FILO Tranche) shall, subject to the terms of the
Intercreditor Agreement, control exercise of remedies in respect of the Collateral; and (5) no changes affecting the priority status
of the Revolving Credit Facility (other than the FILO Tranche) vis-à-vis the FILO Tranche may be made without the consent of each
of the Lenders under the Revolving Credit Facility (other than the FILO Tranche).


 


(d)               
Each notice from the Borrower pursuant to this Section 2.6 shall be given in writing and shall set forth the requested
amount and proposed terms of the relevant Revolving Credit Commitment Increase. Revolving Credit Commitment Increases may be provided
subject to the prior written consent of the Borrower, by any existing Lender (it being understood that no existing Lender will have an
obligation to make a portion of any Revolving Credit Commitment Increase) or by any other bank, financial institution, other institutional
lender or other investor (any such other bank, financial institution or other investor being called an “Additional Lender”);
provided that (i) each existing Lender shall be offered the opportunity to participate in the relevant Revolving Credit Commitment
Increase (other than in the case of a FILO Tranche) on a pro rata basis based on such Lender’s Revolving Credit Commitment prior
to such Revolving Credit Commitment Increase and (ii) the Agent, the Swingline Lender and each Letter of Credit Issuer shall have consented
(in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving
Credit Commitment Increase if such consent would be required under Section 12.2 for an assignment of Loans and/or Commitments
to such Lender or Additional Lender.


 


(e)                
Commitments in respect of a Revolving Credit Commitment Increase, including under a FILO Tranche, shall become Commitments under
this Agreement pursuant to an amendment (an “Incremental Agreement”) to this Agreement and, as appropriate, the other
Loan Documents, executed the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the
Agent. The Incremental Agreement may, subject to Section 2.6(c), without the consent of any other Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or advisable in the reasonable opinion of the Borrower and the Agent
to effect the provisions of this Section 2.6. The effectiveness of any Incremental Agreement shall be subject to the satisfaction
on the date thereof (each, an “Incremental Facility Closing Date”) and the occurrence of any extension of credit thereunder
shall be subject to the satisfaction of the conditions set forth in Section 9.2(a9.3(a)
(provided that, in connection with a Permitted Acquisition or other similar Investment permitted hereunder, compliance with clause
(ii) thereof shall instead be limited to compliance with no Event of Default under Section 10.1(a), (c), (e),
(f) and (g) having occurred and being in continuance), and such other conditions as the parties thereto shall agree. The
Borrower will use the proceeds of the loans under any Revolving Credit Commitment Increase for any purpose not prohibited by this Agreement.


 






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(f)                 
(i) Except as set forth under clause (d) above, the Borrower shall not be obligated to offer any existing Lender the opportunity
to provide any Revolving Credit Commitment Increase.


 


(ii)          Upon
each increase in the Revolving Credit Commitments pursuant to this Section 2.6, other than in connection with a FILO Tranche, each
Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each
Lender providing a portion of the Revolving Credit Commitment Increase (each, an “Incremental Revolving Credit Commitment Increase
Lender”) in respect of such increase, and each such Incremental Revolving Credit Commitment Increase Lender will automatically
and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of
Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage
of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline
Loans held by each Revolving Credit Lender (including each such Incremental Revolving Credit Commitment Increase Lender) will equal the
percentage of the aggregate Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment. If, on the date
of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving
Credit Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving
Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred
by any Lender in accordance with Section 5.4. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata
borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected
pursuant to the immediately preceding sentence or pursuant to a FILO Tranche.


 


(g)               
This Section 2.6 shall supersede any provisions in Section 2.4(e) or 12.1 to the contrary. For the
avoidance of doubt, any provisions of this Section 2.6 may be amended with the consent of the Required Lenders; provided
no such amendment shall require any Lender to provide any Revolving Credit Commitment Increase without such Lender’s consent.


 


2.7               
Extensions of Revolving Loans and Revolving Credit Commitments.


 


(a)                
The Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of any Class
and/or the Extended Revolving Credit Commitments of any Class (and, in each case, including any previously extended Revolving Credit Commitments),
existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving credit
loans under any such facility, “Existing Revolving Loans”; each Existing Revolving Credit Commitment and related Existing
Revolving Loans together being referred to as an “Existing Revolving Credit Class”) be converted or exchanged to extend
the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal
amount of Existing Revolving Loans related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments
which have been so extended, “Extended Revolving Credit Commitments” and any related revolving credit loans, “Extended
Revolving Loans”) and to provide for other terms consistent with this Section 2.7. Prior to entering into any Extension
Agreement with respect to any Extended Revolving Credit Commitments, the Borrower shall provide written notice to the Agent (who shall
provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments, with such request
offered equally to all Lenders of such Class) (an “Extension Request”) setting forth the proposed terms of the Extended
Revolving Credit Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving
Credit Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment Class”)
except that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later dates than
the final maturity dates of the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class, (x)(A)
the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with
respect to the Extended Revolving Credit Commitments may be different than those for the Existing Revolving Credit Commitments of the
Specified Existing Revolving Credit Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing
such Extended Revolving Credit Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A)
and (y)(1) the undrawn revolving credit commitment fee rates with respect to the Extended Revolving Credit Commitments may be different
than those for the Specified Existing Revolving Credit Commitment Class and (2) the Extension Agreement may provide for other covenants
and terms that apply to any period after the Termination Date; provided that notwithstanding anything to the contrary in this Section 2.7,
or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of
the Extended Revolving Loans under any Extended Revolving Credit Commitments shall be made on a pro rata basis with any borrowings
and repayments of the Existing Revolving Loans of the Specified Existing Revolving Credit Commitment Class (the mechanics for which may
be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures
of the Specified Existing Revolving Credit Commitment Class), (II) assignments and participations of Extended Revolving Credit Commitments
and Extended Revolving Loans shall be governed by the assignment and participation provisions set forth in Section 12.2 and
(III) subject to the applicable limitations set forth in Section 4.4(a) and (b), permanent repayments of Extended Revolving
Loans (and corresponding permanent reduction in the related Extended Revolving Credit Commitments) shall be permitted as may be agreed
between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Revolving Credit
Commitments of any Existing Revolving Credit Class converted or exchanged into Extended Revolving Loans or Extended Revolving Credit Commitments
pursuant to any Extension Request. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate Class
of revolving credit commitments from Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class
and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established
on such date).


 






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(b)               
The Borrower shall provide the applicable Extension Request to the Agent at least ten (10) Business Days (or such shorter period
as the Agent may determine in its sole discretion) prior to the date on which Lenders under the Existing Revolving Credit Class are requested
to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Agent, in each case acting reasonably,
to accomplish the purpose of this Section 2.7. Any Lender (an “Extending Lender”) wishing to have all or a portion
of its Revolving Credit Commitments (or any earlier Extended Revolving Credit Commitments) of an Existing Revolving Credit Class subject
to such Extension Request converted or exchanged into Extended Revolving Credit Commitments shall notify the Agent (an “Extension
Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Credit Commitments (and/or
any earlier-extended Extended Revolving Credit Commitments) which it has elected to convert or exchange into Extended Revolving Credit
Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate amount of Revolving
Credit Commitments (and any earlier-extended Extended Revolving Credit Commitments) subject to Extension Elections exceeds the amount
of Extended Revolving Credit Commitments requested pursuant to the Extension Request, Revolving Credit Commitments, or earlier-extended
Extended Revolving Credit Commitments, as applicable, subject to Extension Elections shall be converted to or exchanged to Extended Revolving
Credit Commitments on a pro rata basis (subject to such rounding requirements as may be established by the Agent) based on the amount
of Revolving Credit Commitments and earlier-extended Extended Revolving Credit Commitments included in each such Extension Election or
as may be otherwise agreed to in the applicable Extension Agreement. Notwithstanding the conversion of any Existing Revolving Credit Commitment
into an Extended Revolving Credit Commitment, unless expressly agreed by the holders of each affected Existing Revolving Credit Commitment
of the Specified Existing Revolving Credit Commitment Class, such Extended Revolving Credit Commitment shall not be treated more favorably
than all Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class for purposes of the obligations
of a Revolving Credit Lender in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 2.3, except
that the applicable Extension Agreement may provide that the maturity date for the Swingline Loans and/or the last day for issuing Letters
of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to
mechanics to be specified in the applicable Extension Agreement) so long as the applicable Swingline Lender and/or the applicable Letter
of Credit Issuer have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection
with any such extension).


 


(c)                
Extended Revolving Credit Commitments shall be established pursuant to an amendment (an “Extension Agreement”)
to this Agreement (which, except to the extent expressly contemplated by the second sentence of this Section 2.7(c) and notwithstanding
anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders
with respect to the Extended Revolving Credit Commitments established thereby) executed by Holdings, the Obligors, the Agent and the Extending
Lenders. In connection with any Extension Agreement, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Agent
(i) as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Loan Documents (if
any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and covering
customary matters and (ii) to the effect that such Extension Agreement, including the Extended Revolving Credit Commitments provided for
therein, does not breach or result in a default under the provisions of Section 12.1 of this Agreement.


 






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(d)               
Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Class of Existing Revolving Credit
Commitments is converted or exchanged to extend the related scheduled maturity date(s) in accordance with Section 2.7(a) above
(an “Extension Date”), in the case of the Existing Revolving Credit Commitments of each Extending Lender under any
Specified Existing Revolving Credit Commitment Class, the aggregate principal amount of such Existing Revolving Credit Commitments shall
be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted or exchanged
by such Lender on such date, and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit
commitments from the Specified Existing Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together
with any other Extended Revolving Credit Commitments so established on such date) and if, on any Extension Date, any Existing Revolving
Loans of any Extending Lender are outstanding under the Specified Existing Revolving Credit Commitment Class, such Existing Revolving
Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Loans (and related participations)
of the applicable Class in the same proportion as such Extending Lender’s Specified Existing Revolving Credit Commitments Class
to Extended Revolving Credit Commitments of such Class.


 


(e)                
In the event that the Agent determines in its sole discretion that the allocation of the Extended Revolving Credit Commitments
of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error in
the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the
applicable Extension Agreement, then the Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole
discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each,
a “Corrective Extension Agreement”) within 30 days following the effective date of such Extension Agreement, as the
case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of Existing Revolving
Credit Commitments (and related exposure) in such amount as is required to cause such Lender to hold Extended Revolving Credit Commitments
(and related exposure) of the applicable Extension Series into which such other Loans or commitments were initially converted or exchanged,
as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received
the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in
the absence of such error, (ii) be subject to the satisfaction of such conditions as the Agent, the Borrower and such Lender may agree
(including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.7(c)),
and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the second sentence
of Section 2.7(c).


 


(f)                 
No conversion or exchange of Loans or Commitments pursuant to any Extension Agreement in accordance with this Section 2.7
shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.


 


(g)               
This Section 2.7 shall supersede any provisions in Section 2.4(e) or Section 12.1 to the contrary. For the
avoidance of doubt, any of the provisions of this Section 2.7 may be amended with the consent of the Required Lenders; provided
that no such amendment shall require any Lender to provide any Extended Revolving Credit Commitments without such Lender’s consent.


 


2.8               
Defaulting Lenders. Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then for so long as such Lender is a Defaulting Lender:


 


(a)          the Unused
Line Fee shall cease to accrue on any of the Revolving Credit Commitments of such Defaulting Lender pursuant to Section 3.5;


 






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(b)          the
Commitments and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have
taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.1);
provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects
such Defaulting Lender disproportionately when compared to the other affected Lenders, or increases or extends the Commitment of such
Defaulting Lender, shall require the consent of such Defaulting Lender;


 


(c)          any
payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Lender (whether voluntary
or mandatory, at maturity, pursuant to Section 10.2 or Section 10.3 or otherwise), shall be applied at such time or times
as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent
hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in
respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent;
third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained
by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Obligor as a result of any
judgment of a court of competent jurisdiction obtained by any Obligor against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans, such payment shall be applied solely
to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in
this clause (c);


 


(d)          if
any Swingline Loans are outstanding or Letters of Credit issued at the time such Lender becomes a Defaulting Lender then:


 


               (i)          all
or any part of such Defaulting Lender’s participations in such Swingline Loans and/or Letters of Credit shall be reallocated among
the non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all non-Defaulting
Lenders’ Aggregate Revolver Outstandings does not exceed the lesser of the total of all non-Defaulting Lenders’ Revolving
Credit Commitments and the Borrowing Base as of such date and (y) no such non-Defaulting Lender’s Aggregate Revolver Outstandings
shall exceed such Lender’s Revolving Credit Commitment at such time;


 


               (ii)          if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3)
Business Days following notice by the Agent (x) first, prepay such Swingline Loans and (y) second, cash collateralize for
the benefit of the Letter of Credit Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s participations
in Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such participations
in Letters of Credit are outstanding;


 


               (iii)          if
the Borrower cash collateralizes any portion of such Defaulting Lender’s Obligations pursuant to clause (ii) above, the Borrower
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.6 with respect to such Defaulting Lender’s
participations in Letters of Credit during the period such participations in Letters of Credit are cash collateralized;


 


               (iv)          if
the participations in Letters of Credit of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable
to the Lenders pursuant to Sections 3.5 and 3.6 shall be adjusted in accordance with such non-Defaulting Lenders’
Pro Rata Shares; and


 


               (v)          if
all or any portion of such Defaulting Lender’s participations in Letters of Credit is neither reallocated nor cash collateralized
pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Letter of Credit Issuers
or any other Lender hereunder, all letter of credit fees payable under Section 3.6 with respect to such Defaulting Lender’s
participations in Letters of Credit shall be payable to the applicable Letter of Credit Issuer until and to the extent that such participations
in Letters of Credit are reallocated and/or cash collateralized;


 






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(e)          so
long as (i) such Lender is a Defaulting Lender and (ii) a reallocation pursuant to clauses (d)(i) or (d)(ii) above cannot
be effectuated, the Swingline Lender shall not be required to fund any Swingline Loan and the Letter of Credit Issuers shall not be required
to issue, amend or increase any Letter of Credit, unless it has received assurances reasonably satisfactory to it that non-Defaulting
Lenders will cover the related exposure and/or cash collateral will be provided by the Borrower in accordance with this Section 2.8,
and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among
non-Defaulting Lenders in a manner consistent with this Section 2.8 (and such Defaulting Lender shall not participate therein);
and


 


(f)          in
the event that the Agent, the Borrower, the Swingline Lender and the Letter of Credit Issuers each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the obligations and participations of the Revolving
Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender
shall purchase at par such of the Loans of the other Revolving Credit Lenders (other than Swingline Loans) as the Agent shall determine
may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share; provided that no adjustments will
be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties and subject to
Section 14.21, no change hereunder from Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from such Lender’s having been a Defaulting Lender.


 


ARTICLE
III



INTEREST AND FEES


 


3.1               
Interest.


 


(a)                
Interest Rates. All outstanding Loans to the Borrower shall bear interest on the unpaid principal amount thereof (including,
to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined
by reference to the Base Rate or the LIBOR Rate (x)
Base Rate, (y) prior to the occurrence of a Benchmark Replacement Date, Term SOFR or (z) if a Benchmark Transition Event has occurred
with respect to Term SOFR or the then-current Benchmark, the applicable Benchmark Replacement, in each case, plus the
Applicable Margin, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to which the Borrower has not
delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those
Loans shall be treated as Base Rate Loans until notice to the contrary has been given to the Agent in accordance with this Agreement and
such notice has become effective. Except as otherwise provided herein, the Loans shall bear interest as follows:


 


(i)              For all Base Rate Loans, at a fluctuating per
annum rate equal to the Base Rate plus the Applicable Margin; and


 


(ii)               For all LIBOR
Term SOFR Loans, at a fluctuating per annum rate
equal to the LIBOR Rate Term
SOFR plus the Applicable Margin.


 






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Each
change in the Base Rate (or any component thereof) shall be reflected in the interest rate applicable to Base Rate Loans as of the effective
date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate”
shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). On the last Business Day of each calendar quarter hereafter and on the Termination
Date, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders (provided that all interest on applicable Swingline
Loans shall be for the benefit of the Swingline Lender and all interest on Agent Advances shall be for the benefit of the Agent), interest
accrued to the first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date)
on all Base Rate Loans in arrears. The Borrower shall pay to the Agent, for the ratable benefit of the Lenders, interest on all LIBOR
(x) Term SOFR Loans in arrears on each LIBOR
Term SOFR Interest Payment Date and (y) Daily Simple SOFR Loans
in arrears on each Daily Simple SOFR Interest Payment Date.


 


(b)               
Default Rate. During the continuance of any Specified Event of Default, if the Borrower shall default in the payment of
the principal of or interest on any Loan or any other amount becoming due hereunder, by acceleration or otherwise, or under any other
Loan Document, the Borrower shall on demand from time to time pay interest, to the extent permitted by Law, on such defaulted amount to
but excluding the date of actual payment (after as well as before judgment) (A) in the case of overdue principal, at the Default Rate,
and (B) in all other cases, at a rate per annum equal to the rate that would be applicable to a Base Rate Loan plus 2.00%.


 


3.2               
Continuation and Conversion Elections.


 


(a)                
The Borrower may (provided that the Borrowing of LIBOR Term
SOFR Loans is then permitted under Section 2.4(a)(ii)):


 


(i)              elect, as of any Business Day, to convert any
Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral
multiple of $1,000,000 in excess thereof) into LIBOR Term
SOFR Loans; and


 


(ii)               elect, as of the last day of the applicable
Interest Period, to continue any LIBOR Term
SOFR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that
is in an integral multiple of $1,000,000 in excess thereof);


 


provided,
that if at any time the aggregate amount of LIBOR Term
SOFR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000,
such LIBOR Term SOFR Loans
shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to
specify the duration of the Interest Period, such Interest Period shall be one month.


 


(b)               
The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit C (a “Notice
of Continuation/Conversion”) to the Agent not later than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days
in advance of the Continuation/Conversion Date if the Loans are to be converted into or continued as LIBOR
Term SOFR Loans and specifying:


 


(i)              the proposed Continuation/Conversion Date;


 


(ii)               the aggregate principal amount of Loans
to be converted or continued;


 


(iii)               the Type of Loans resulting from the
proposed conversion or continuation; and


 


(iv)               the duration of the requested Interest
Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date.


 


(c)                
If, upon the expiration of any Interest Period applicable to any LIBOR Term
SOFR Loans, the Borrower fails to select timely a new Interest Period to be applicable to such LIBOR
Term SOFR Loans, the Borrower shall be deemed to
have elected to convert such LIBOR Term
SOFR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists,
at the election of the Agent or the Required Lenders, all LIBOR Term
SOFR Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period.


 






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(d)               
The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations
shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given
held by each Lender.


 


(e)                
There may not be more than 15 (fifteen) different LIBOR Term
SOFR Loans in effect hereunder at any time (which number may be increased or adjusted by agreement between the Borrower and
the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Facility).


 


3.3               
Maximum Interest Rate. In no event shall any interest
rate provided for hereunder exceed the maximum rate legally chargeable under applicable law with respect to loans of the Type provided
for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded
the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would
otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest
paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event
that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less
than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the interest rate otherwise
set forth in this Agreement had at all times been in effect, then the Borrower shall, to the extent permitted by applicable law, pay the
Agent, for the account of the applicable Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which
would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have accrued
had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid
or accrued under this Agreement. If a court of competent jurisdiction determines that the Agent and/or any Lender has received interest
and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically
be applied to reduce, the Obligations other than interest, and if there are no Obligations outstanding, the Agent and/or such Lender shall
refund to the Borrower such excess.


 


3.4               
Closing Fees and Other Fees. The Borrower agrees
to pay the Agent, the Collateral Agent and each of the Arrangers, as applicable, all fees due and payable on any date required for payment
of a fee.


 


3.5               
Unused Line Fee. On the first Business Day of
each calendar quarter (commencing with the first business day of the calendar quarter beginning July 1, 20172022),
and on the Termination Date, the Borrower agrees to pay to the Agent, for the account of the Revolving Credit Lenders, an unused line
fee (the “Unused Line Fee”) equal to the Applicable Unused Line Fee Margin per annum times the amount by which the
average daily Maximum Revolver Amount exceeded the sum of the average daily outstanding amount of Revolving Loans (other than Swingline
Loans) and the average daily undrawn face amount of outstanding Letters of Credit, during the immediately preceding calendar quarter (or
longer shorter period
if calculated for the first such payment after the Closing Restatement
Effective Date or shorter period if calculated on the Termination Date). All
principal payments received by the Agent shall be deemed to be credited immediately upon receipt for purposes of calculating the Unused
Line Fee pursuant to this Section 3.5. Upon receipt thereof, the Agent shall distribute the Unused Line Fee to the Revolving Credit
Lenders ratably based on their Pro Rata Shares of the Revolving Credit Commitments.


 


3.6               
Letter of Credit Fees. The Borrower agrees to
pay (i) to the Agent, for the account of the Revolving Credit Lenders, in accordance with their respective Pro Rata Shares, for each Letter
of Credit, a fee (the “Letter of Credit Fee”) equal to, on a per annum basis, the Applicable Margin for LIBOR
Term SOFR Loans, (ii) to each Letter of Credit Issuer,
for its own account, a fronting fee of one-eighth of one percent (0.125%) per annum of the undrawn face amount of each Letter of Credit
issued by such Letter of Credit Issuer, and (iii) to each Letter of Credit Issuer, any out-of-pocket costs, fees and expenses incurred
by such Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit.
The Letter of Credit Fee and fronting fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter in which
a Letter of Credit is outstanding and on the Termination Date; provided that the first such payment after the Closing
Restatement Effective Date shall be paid on June
30, 20172022.


 






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ARTICLE
IV



PAYMENTS AND PREPAYMENTS


 


4.1               
Payments and Prepayments.


 


(a)                
The Borrower shall repay the outstanding principal balance of the Revolving Loans, plus all accrued but unpaid interest
thereon, on the Termination Date.


 


(b)               
The Borrower may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without
premium or penalty (but subject to Section 5.4); provided that (i) such notice must be received by the Agent not later than
1:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of LIBOR Term
SOFR Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; provided, further,
that, in respect of Swingline Loans, the Borrower may deliver such notice to the Agent not later than 1:00 p.m. (New York City time) on
the date of prepayment of such Swingline Loans and (ii) each prepayment shall be in a principal amount of $1,000,000 or a whole multiple
of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Term
SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata
Share).


 


4.2               
Out-of-Formula Condition. The Borrower shall immediately
pay to the Agent, for the account of the Lenders and/or to cash collateralize Letters of Credit pursuant to Section 2.3(g), upon
demand, the amount, if any, by which the amount of the Aggregate Revolver Outstandings exceeds at any time the lesser of (i) the Maximum
Revolver Amount and (ii) the then-current Borrowing Base (any such condition being an “Out-of-Formula Condition”),
except that no such payment shall be required if the Out-of-Formula Condition is created solely as a result of an Agent Advance.


 


4.3               
Mandatory Prepayments.


 


(a)                
(i) At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Agent
to the Borrower, on each Business Day, the Agent shall apply all same day funds (other than Excluded Funds) credited to the Concentration
Account and all amounts received pursuant to this Section 4.3(a) to one or more accounts maintained by the Agent or such other
account as directed by the Agent and subject to the terms of any Intercreditor Agreement then in effect, all amounts received in such
account shall be applied by Agent in accordance with Section 4.3(a)(ii) below.


 


(ii)          Except
as otherwise provided in Section 10.3, all amounts required to be paid pursuant to Section 4.3(a)(i) shall be applied
by the Agent as follows: (A) first, to the prepayment in full of Agent Advances, (B) second, to the prepayment in full of
the Swingline Loans, (C) third, to cash collateralize Letters of Credit, (D) fourth, to the prepayment in full of the Revolving
Base Rate Loans and (E) fifth, to the prepayment in full of the Revolving LIBOR Term
SOFR Loans.


 


(b)               
No payment or prepayment made pursuant to this Section 4.3 shall, or shall be deemed to, effect or reduce any Commitment
of any Lender or the aggregate Commitments of the Lenders.


 


4.4               
Termination or Reductions of Facilities.


 


(a)                
The Borrower may terminate this Agreement, upon at least three (3) Business Days’ notice to the Agent (who will distribute
such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice
may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction.


 






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(b)               
The Borrower may from time to time permanently reduce the Revolving Credit Commitments (and the Maximum Revolver Amount), as the
case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata Shares, upon at least three (3) Business Days’
prior written notice to the Agent, which notice shall specify the amount of the reduction. Each reduction shall be in a minimum amount
of $5,000,000 or an increment of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments,
the Letter of Credit Subfacility or the Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such subfacility
or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by
such payment (if any) as may be required to be made such that after giving effect to such payment the relevant aggregate Letters of Credit
or Swingline Loans do not exceed the applicable subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments
shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed
that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding
the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination
would have resulted from a refinancing of all of the applicable Commitments, which refinancing shall not be consummated or otherwise shall
be delayed.


 


4.5               
LIBOR Term SOFR
Loan Prepayments. In connection with any prepayment,
if any LIBOR Term SOFR
Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the Borrower shall comply with Section
5.4.


 


4.6               
Payments by the Borrower.


 


(a)                
All payments to be made by the Borrower under this Agreement or the other Loan Documents shall be made without set-off, recoupment
or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account
of the Lenders entitled thereto, at the account designated by the Agent and shall be made in Dollars and in immediately available funds,
no later than 2:00 p.m. (New York City time) on the date specified herein. Any payment received by the Agent after such time shall be
deemed (for purposes of calculating interest only) to have been received on the following Business Day and any applicable interest shall
continue to accrue.


 


(b)               
Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other
than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be included
in the computation of interest or fees, as the case may be.


 


4.7               
Apportionment, Application and Reversal of Payments.
Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which
such payment is owed (according to the unpaid principal balance of the Loans to which such payments owed are held by each such Lender)
and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the Lenders
to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. Whenever
any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due
and payable to the Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment
shall be distributed by the Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3.
If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances
for which the Loan Documents do not specify the manner in which such funds are to be applied, the Agent may, but shall not be obligated
to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Aggregate Revolver
Outstandings at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.
Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default
has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR
Term SOFR Loan, except (a) on the expiration date
of the Interest Period applicable to any such LIBOR Term
SOFR Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in such event, the
Borrower shall pay LIBOR Term
SOFR breakage losses in accordance with Section 5.4.


 






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4.8               
Indemnity for Returned Payments. If after receipt
of any payment which is applied to the payment of all or any part of the Obligations under this Agreement or the other Loan Documents,
the Agent, any Lender, or any other Secured Party is for any reason compelled to surrender such payment or proceeds to any Person because
such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference,
impermissible setoff, or a diversion of trust funds, or for any other reason, then such Obligations or part thereof intended to be satisfied
shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by
the Agent, such Lender, or such other Secured Party, and the Borrower shall be liable to pay to the Agent, the Lenders, or such other
Secured Party and hereby do indemnify the Agent, the Lenders, or such other Secured Party and hold the Agent, the Lenders, or such other
Secured Party harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 4.8 shall be and
remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary
action which may have been taken by the Agent, any Lender, or such other Secured Party in reliance upon such payment or application of
proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s, the Lenders’, or such other Secured
Party’s rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment
or application of proceeds having become final and irrevocable. The provisions of this Section 4.8 shall survive the repayment
of the Obligations and termination of this Agreement.


 


4.9               
Agent’s and Lenders’ Books and Records.
The Agent shall record the principal amount of the Loans owing to each Lender, the undrawn face amount of all applicable outstanding Letters
of Credit and the aggregate amount of Unpaid Drawings obligations outstanding with respect to the Letters of Credit from time to time
on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s
Loans in its books and records. Failure by the Agent or any Lender to make such notation shall not affect the obligations of the Borrower
with respect to the Loans or the Letters of Credit. The Borrower agrees that the Agent’s and each Lender’s books and records
showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action
or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof (absent manifest error), irrespective of whether
any Obligation is also evidenced by a promissory note or other instrument. Such statement shall be deemed correct, accurate, and binding
on the Borrower and an account stated (absent manifest error and except for reversals and reapplications of payments made as provided
in Section 4.7 and corrections of errors discovered by the Agent), unless the Borrower notifies the Agent in writing to the contrary
within 30 days after such statement is rendered. In the event a timely written notice of objections is given by the Borrower, only the
items to which exception is expressly made will be considered to be disputed by the Borrower.


 


ARTICLE
V



TAXES, YIELD PROTECTION AND ILLEGALITY


 


5.1               
Taxes.


 


(a)                
Payments Free of Taxes. Unless otherwise required by applicable Law, all payments by or on behalf of an Obligor to a Lender
or the Agent under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for,
any Taxes. If any applicable Withholding Agent shall be required by any applicable Law (as determined in the good faith discretion of
such Withholding Agent) to deduct or withhold any Tax from any payment to a Recipient under this Agreement or any Loan Document, then
(i) such Withholding Agent shall make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable Law and (ii) if such Tax is an Indemnified Tax, then the sum payable by the applicable
Obligor shall be increased as necessary so that after all such required deductions and withholdings are made (including deductions and
withholdings applicable to additional sums payable under this Section 5.1) the applicable Lender (or, in the case of a payment made to
the Agent for its own account, the Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings
been made. In addition, the Borrower shall pay all Other Taxes when due.


 


(b)               
Indemnification by Obligors. The Obligors agree jointly and severally to indemnify and hold harmless each Lender and the
Agent for the full amount of Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this
Section 5.1) paid or payable by any Lender or the Agent and any reasonable and documented or invoiced out-of-pocket expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. Payment under this indemnification
shall be made within 30 days after the date such Lender or the Agent makes written demand therefor in accordance with Section 5.6.


 






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(c)                
Evidence of Payments. As soon as practicable after the date of any payment by an Obligor of Taxes to a Governmental Authority
pursuant to this Section 5.1, the relevant Obligor shall furnish the Agent the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment reasonably satisfactory to the Agent.


 


(d)               
Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any
payments made under any Loan Document shall deliver to the Borrower and Agent, at the time or times reasonably requested by the Borrower
or Agent, such properly completed and executed documentation reasonably requested by the Borrower or Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or
the Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Agent as
will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such documentation or promptly notify the Borrower and the Agent in writing of its legal ineligibility to do so. Without
limiting the generality of the foregoing,


 


(i)              any Lender that is a U.S. Person shall deliver
to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Agent), two duly executed originals of IRS Form W-9 certifying that such
Lender is exempt from U.S. federal backup withholding Tax;


 


(ii)               any Lender that is not a U.S. Person shall,
to the extent it is legally eligible to do so, deliver to the Borrower and the Agent on or prior to the date on which such non-U.S. Person
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever
of the following is applicable:


 


(A)              
two duly executed originals of IRS Form W-8BEN or W-8BEN-E claiming the benefits of an income Tax treaty to which the United States
is a party;


 


(B)              
two duly executed originals of IRS Form W-8ECI;


 


(C)              
in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) two
duly executed copies of a certificate substantially in the form of Exhibit J-1 to the effect that (A) such foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code and (B) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Lender
(a “U.S. Tax Compliance Certificate”) and (y) two duly executed originals of IRS Form W-8BEN or W-8BEN-E; or


 


(D)              
to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership for U.S. federal income tax
purposes or a participating Lender), two duly executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or
W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or
other certification documents from each beneficial owner, as applicable; provided, that if the Lender is a partnership and not
a participating Lender and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each
such direct and indirect partner(s);


 






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(iii)               any Lender that is not a U.S. Person
shall deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date
on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Agent), executed originals 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, together with such supplementary documentation as may be prescribed by applicable Law
to permit the applicable Withholding Agent to determine the withholding or deduction required to be made; and


 


(iv)               if any payment made to a Lender under
any Loan Document would be subject to Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower
and the Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the 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 Agent as may be necessary for the Borrower and the Agent to comply with their obligations
under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA and to determine the amount,
if any, to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


 


Notwithstanding
anything to the contrary in this Section 5.1(d), a Lender shall not be required to deliver any documentation pursuant to this Section
5.1(d) that it is not legally eligible to deliver. Each Lender hereby authorizes the Agent to deliver to the Obligors and to any successor
Agent any documentation provided by such Lender to the Agent pursuant to this Section 5.1(d).


 


(e)                
Treatment of Certain Refunds. If any party determines, in its reasonable discretion, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 5.1 (including by the payment of additional amounts pursuant
to this Section 5.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 5.1 with respect to the Taxes giving rise to such refund), net of all reasonable and documented
or invoiced out-of-pocket expenses (including Taxes) 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 request of such indemnified party, shall
repay to such indemnified party the amount paid over pursuant to this Section 5.1(e) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 5.1(e), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 5.1(e) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving
rise to such refund had never been paid. This Section 5.1(e) 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.


 


(f)                 
The Agent shall provide the Borrower with two duly completed original copies of, if it is a U.S. Person, IRS Form W-9 certifying
that it is exempt from U.S. federal backup withholding Tax, and,
if it is not a U.S. Person, (1) IRS Form W-8ECI with respect to payments to be received by it as a beneficial owner and (2) IRS Form W-8IMY
(together with required accompanying documentation) with respect to payments to be received by it on behalf of the Lenders, certifying
that, for such purpose, it is a U.S. branch that has agreed to be treated as a U.S. person for U.S. federal tax purposes. Notwithstanding
any other provision of this clause (f), the Agent shall not be required to deliver any documentation that such Agent is not legally
eligible to deliver as a result of a Change in Law after the Agreement Restatement
Effective Date.


 






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(g)               
Definitions. For purposes of this Section 5.1, the term “Lender” includes any Letter of Credit Issuer
and the Swingline Lender.


 


5.2               
Inability to Determine Rates; Illegality.


 


(a)
        Subject
to Section 5.5, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot
be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Agent will promptly
so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or continue
Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or,
in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Agent revokes such notice. Upon receipt of such notice,
(i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of
the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, in the case of
any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans
will be deemed to have been converted into Base Rate Loans. Upon any such conversion, the Borrower shall also pay any additional amounts
required pursuant to Section 5.4. If the Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement,
in each case on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (c)
of the definition of “Base Rate” until the Agent revokes such determination.


 


(a) 
              (a)If as a result of any Change in Law occurring after the later of the Agreement
Restatement
Effective Date or the date that a Lender became a party to this Agreement, has made it unlawful, or any central bank or other
Governmental Authority has asserted after such date that it is unlawful, for such Lender or its applicable lending office to make LIBOR
Term
SOFR Loans, then, on notice thereof by that Lender to the Borrower through the Agent, any obligation of that Lender to make
LIBOR Term
SOFR Loans shall be suspended until that Lender notifies the Agent and the Borrower that the circumstances giving rise to
such determination no longer exist.


 


(c)
                (b)If a Lender determines that, as a result of a Change in Law occurring after
the later of the Agreement Restatement
Effective Date and the date such Lender became a party hereto, it is unlawful to maintain any LIBOR
Term SOFR Loan, the Borrower shall, upon its receipt
of notice of such fact and demand from such Lender (with a copy to the Agent), prepay in full such LIBOR
Term SOFR Loans of that Lender then outstanding,
together with interest accrued thereon and amounts required under Section 5.4, either on the last day of the Interest Period, if
that Lender may lawfully continue to maintain such LIBOR Term
SOFR Loans to such day, or immediately, if that Lender may not lawfully continue to maintain such LIBOR
Term SOFR Loans. If the Borrower is required to
so prepay any LIBOR Term SOFR
Loans, then concurrently with such prepayment, the Borrower shall borrow from the affected Lender, in the amount of such repayment,
a Base Rate Loan.


 


5.3               
Increased Costs and Reduction of Return.


 


(a)                
If any Lender determines that due to any Change in Law occurring after the later of the Agreement
Restatement Effective Date or the date such Lender
became a party to this Agreement, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, continuing,
converting to or maintaining any LIBOR Term
SOFR Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b)
through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c)
of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to
be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender
for such increased costs.


 


(b)               
If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after
the later of the Agreement Restatement
Effective Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital
or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such
Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital
adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be
increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to
the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.


 






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(c)                
Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3
shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions
suffered more than six months prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs
or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased
costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if
it shall not at the time be unless it certifies that it is
the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers
under comparable provisions of other credit agreements, if any.


 


5.4               
Funding Losses. The Borrower shall reimburse each
Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:


 


(a)the
failure of the Borrower to borrow a LIBOR Term
SOFR Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing;


 


(b)the
failure of the Borrower to continue a LIBOR Term
SOFR Loan or convert a Loan into a LIBOR Term
SOFR Loan after the Borrower has given (or is deemed to have given) a Notice of Continuation/Conversion; or


 


(c)the
prepayment or other payment (including after acceleration thereof) of any LIBOR Term
SOFR Loans on a day that is not the last day of the relevant Interest Period (including, without limitation, any payment in
respect thereof pursuant to Section 2.6(f)(ii) or 5.8),


 


including
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR
Term SOFR Loans (but not in respect of lost profits)
or from fees payable to terminate the deposits from which such funds were obtained.


 


5.5       Inability
to Determine Rates. (a) If the Agent determines that for any reason adequate and reasonable means do not exist for
determining the LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan or that the LIBOR Rate for any requested
Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR
Loan, the Agent will promptly so notify the Borrower and each Lender thereof. Thereafter, the obligation of the Lenders to make or maintain
LIBOR Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may
revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by any of them. If the Borrower does not revoke such
notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable
notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Loans.


 


(b)       If
at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth
in Section 5.5(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 5.5(a)
have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Agent
has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates
for syndicated loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that
gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the U.S. at
such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes
to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall
be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.1, such amendment shall
become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received,
within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the
Required Lenders stating that such Required Lenders object to such amendment.


 






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5.5
            Benchmark Replacement Setting.



 


(a)           Benchmark
Replacement. 


 


(i)
                 Notwithstanding anything to the contrary herein or in any other Loan Document, upon
the occurrence of a Benchmark Transition Event, then (A) if a Benchmark Replacement is determined in accordance with clause (a) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark
Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Agent has posted such proposed
amendment to all affected Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to
such amendment from Lenders comprising the Required Lenders. 


 


(ii)
               No Hedge Agreement shall be deemed not to be a “Loan Document” for purposes
of this Section 5.5).


 


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


 


(c)
               Notices; Standards for Decisions and Determinations. The Agent will promptly notify
the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes
in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will promptly notify the
Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.5(d). Any determination, decision or election
that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.5, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its
or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case,
as expressly required pursuant to this Section 5.5.


 


(d)
               Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein
or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current
Benchmark is a term rate (including Term SOFR) and either (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 Agent in its reasonable discretion or (B) the administrator of such
Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International
Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Agent may modify the definition of “Interest
Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative,
non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed
on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement
that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions
(IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 






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(e)       Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower
may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or
continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request
into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that any
tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such
tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. 


 


5.6               
Certificates of Agent. If the Agent or any Lender
claims reimbursement or compensation under this Article V, the Agent or the affected Lender shall determine the amount thereof
and shall deliver to the Borrower (with a copy to the Agent) a certificate setting forth in reasonable detail the amount payable to the
Agent or the affected Lender, and such certificate shall be conclusive and binding on the Borrower in the absence of manifest error; provided
that, except for compensation under Section 5.1, the Borrower shall not be obligated to pay the Agent or such Lender any compensation
attributable to any period prior to the date that is ninety (90) days prior to the date on which the Agent or such Lender first gave notice
to the Borrower of the circumstances entitling such Lender to compensation. The Borrower shall pay the Agent or such Lender the amount
shown as due on any such certificate within 10 Business Days after receipt thereof.


 


5.7               
Survival. The agreements and obligations of the
Borrower and each Recipient in this Article V shall survive the payment of all other Obligations and termination of this Agreement.


 


5.8               
Assignment of Commitments Under Certain Circumstances.
In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section
5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any
Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which
the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect
to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer
and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests,
rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order
of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no
Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately
available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding
Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under
Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which
the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the
Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior
to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3
or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason,
or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.1, 5.2 or 5.3,
as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced
Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced
Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance
evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the
replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf
of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent
required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.


 






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ARTICLE
VI



BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES


 


6.1           
Books and Records. Holdings shall maintain, and
shall cause the Borrower and each of its Restricted Subsidiaries to maintain, at all times, proper books and records and accounts prepared
in conformity with GAAP consistently applied in respect of all material financial transactions and matters involving all material assets,
business and activities of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole. The Borrower shall maintain, and
shall cause each of its Restricted Subsidiaries to maintain, at all times books and records pertaining to the Collateral in such detail,
form and scope as is consistent in all material respects with good business practice or consistent with past practice.


 


6.2          
Financial Information. The Borrower shall promptly
furnish to the Agent (for further distribution to each Lender):


 


(a)         As
soon as available, but in any event not later than ninety (90) days after the close of each Fiscal Year (commencing with the Fiscal Year
ending December 31, 20172022),
consolidated audited balance sheets, income statements and cash flow statements of the Consolidated Parties and, if different, Holdings,
the Borrower and its Restricted Subsidiaries, for such Fiscal Year, and the accompanying notes thereto, setting forth in each case in
comparative form figures for and as of the end of the previous Fiscal Year (or, in lieu of such audited financial statements of Holdings,
the Borrower and its Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for Holdings, the Borrower
and its Restricted Subsidiaries, on the one hand, and the Consolidated Parties, on the other hand), all in reasonable detail, fairly presenting
in all material respects the financial position and the results of operations of the Consolidated Parties (and, if applicable, Holdings,
the Borrower and its Restricted Subsidiaries) as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with
GAAP in all material respects. Such consolidated statements shall be certified, reported on without a “going concern” or like
qualification (other than (x) with respect to, or resulting from, the upcoming maturity of the Loans hereunder or (y) a prospective
default under the Financial Covenant), or qualification arising out of the scope of the audit, by a firm of independent registered public
accountants of recognized national standing selected by the Borrower. During a Covenant Trigger Period, such certified statements shall
be delivered together with a certificate of such accounting firm stating that in the course of its regular audit of the business of the
Consolidated Parties, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained
no knowledge of any Event of Default under Section 10.1 (solely arising from a breach of the Financial Covenant) that has occurred
and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as
to the nature thereof (which certificate may be limited to the extent required by accounting rules or guidelines or customary internal
policy of such accounting firm). Notwithstanding the foregoing, the obligations in this Section 6.2(a) may be satisfied with respect
to financial information of the Consolidated Parties by furnishing (A) the applicable financial statements of Holdings (or any Parent
Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-K filed with
the SEC; provided that, with respect to each of clauses (A) and (B) above, (i) to the extent such information relates
to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the
differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the
Consolidated Parties on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required
to be provided under the first sentence of this Section 6.2(a), such statements shall be certified, reported on without a “going
concern” or like qualification (other than (x) with respect to, or resulting from, the upcoming maturity of the Loans hereunder
or (y) a prospective default under the Financial Covenant), or qualification arising out of the scope of the audit, by a firm of
independent registered public accountants of recognized national standing selected by Holdings (or such Parent Entity). In addition, together
with the Financial Statements required to be delivered pursuant to this Section 6.2(a) but only to the extent required under SEC
rules, the Borrower shall deliver a customary “management’s discussion and analysis of financial condition and results of
operations” with respect to the periods covered by such Financial Statements in substantially the form filed with the SEC.


 


(b)          As
soon as available, but in any event not later than forty-five (45) days after the end of each of the first three Fiscal Quarters of each
Fiscal Year, consolidated unaudited balance sheets of the Consolidated Parties and, if different, Holdings, the Borrower and its Restricted
Subsidiaries, as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for the Consolidated
Parties, and, if different from Holdings, the Borrower and its Restricted Subsidiaries for such Fiscal Quarter and for the period from
the beginning of the Fiscal Year to the end of such Fiscal Quarter, setting forth, in each case, in reasonable detail, in comparative
form, the figures for and as of the corresponding period in the prior Fiscal Year (or, in lieu of such Financial Statements of Holdings,
the Borrower and its Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for Holdings, the Borrower
and its Restricted Subsidiaries, on the one hand, and the Consolidated Parties on the other hand), and prepared in all material respects
in conformity with GAAP consistently applied, subject to changes resulting from normal year-end audit adjustments and to the absence of
footnotes and certified by a Responsible Officer of the Borrower as being complete and correct in all material respects in conformity
with GAAP, prepared in reasonable detail in accordance with GAAP in all material respects consistently applied and fairly presenting in
all material respects the Consolidated Parties’ (and, if applicable, Holdings, the Borrower and its Restricted Subsidiaries’)
financial position as at the dates thereof and their results of operations for the periods then ended, subject to changes resulting from
normal year-end audit adjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 6.2(b)
may be satisfied with respect to financial information of the Consolidated Parties by furnishing (A) the applicable Financial Statements
of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable,
Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information
relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable
detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating
to the Consolidated Parties on a standalone basis, on the other hand. In addition, together with the Financial Statements required to
be delivered pursuant to this Section 6.2(b) but only to the extent required under SEC rules, the Borrower shall deliver a customary
“management’s discussion and analysis of financial condition and results of operations” with respect to the periods
covered by such Financial Statements in substantially the form filed with the SEC.









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(c)          Concurrently
with the delivery of the annual audited Financial Statements pursuant to Section 6.2(a) (commencing with the Fiscal Year ending
December 31, 20172022)
and the quarterly Financial Statements pursuant to Section 6.2(b) (commencing with the Fiscal Quarter ending March 31, 20172022),
a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if a Covenant Trigger Period is then in
effect, demonstrate compliance with Section 8.20.


 


(d)          As
soon as available, but in any event not later than the date of delivery of the annual audited Financial Statements pursuant to Section
6.2(a) (commencing with the date of delivery of such Financial Statements for the Fiscal Year ending December 31, 20172022),
annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements, Borrowing Base and Availability)
for Holdings, the Borrower and its Restricted Subsidiaries as at the end of and for each Fiscal Quarter of such Fiscal Year.


 


(e)          Subject
to applicable Laws and confidentiality restrictions, promptly upon the filing thereof, copies of all reports, if any, to or other documents
filed by the Borrower or any of its Restricted Subsidiaries with the SEC under the Exchange Act or any other similar regulatory or Governmental
Authority of any jurisdiction, and all material reports, notices, or statements sent or received by the Borrower or any of its Restricted
Subsidiaries to or from the holders of any Debt of the Borrower or any of its Restricted Subsidiaries registered under the Securities
Act of 1933 or any other similar Laws in any jurisdiction (other than, in each such case, amendments to any registration statement (to
the extent such registration statement, in the form it becomes effective, is delivered to the Agent for further delivery to the Lenders),
exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentially
with the SEC or any analogous Governmental Authority in any relevant jurisdiction).


 






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(f)Subject
to applicable Laws and confidentiality restrictions set forth in this Agreement, (x)
such additional information as the Agent may from time to time reasonably request regarding the financial condition of the
Borrower and its Restricted Subsidiaries taken as a whole and (y) such information
and documentation reasonably requested by any Lender for purposes of compliance with applicable “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation.


 


In addition, the Borrower
shall, annually, at a time mutually agreed with the Agent that is promptly after the delivery of the information required to be delivered
pursuant to Section 6.2(a), participate in a conference call with Lenders to discuss the financial condition and results of operations
of the Borrower and its Restricted Subsidiaries for the most recently-ended Fiscal Year.


 


Documents required to
be delivered pursuant to Section 6.2(a), (b) and (e) (to the extent any such documents are included in materials
otherwise filed with the SEC or any similar regulator or Governmental Authority of any jurisdiction) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date 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 Agent have access (whether a commercial, third-party website
or whether sponsored by the Agent); provided that the Borrower shall notify the Agent (by facsimile or electronic mail) of the
posting of any such documents and shall deliver paper copies of such documents to the Agent or any Lender that requests such paper copies.


 


6.3          
Notices to the Agent. The Borrower shall notify
the Agent (for further distribution to the Lenders) in writing of the following matters at the following times:


 


(a)        Promptly,
and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default.


 


(b)        Promptly,
and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit, or proceeding, by any
Person, or any investigation by a Governmental Authority, in each case affecting the Borrower or any of its Restricted Subsidiaries and
which would reasonably be expected to have a Material Adverse Effect.


 


(c)        Promptly,
and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any
Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting the Borrower or any of its Restricted Subsidiaries,
which, in any case, would reasonably be expected to have a Material Adverse Effect.


 


(d)        Any
change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation
or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case
at least no later than ten (10) Business Days (or such longer period to which the Agent may agree in its discretion) after the occurrence
of any such change.


 


(e)        Promptly,
and in any event within fifteen (15) Business Days, after a Responsible Officer of the Borrower or any ERISA Affiliate knows that an ERISA
Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected
to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS,
the DOL, the PBGC or the Multiemployer Plan sponsor with respect thereto.


 


(f)        Upon
reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that the Borrower
or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that the Borrower or any ERISA Affiliate may
request; provided that if the Borrower or ERISA Affiliate has not requested such documents or notices from the administrator or
sponsor of the applicable Multi-employer Plan, the Borrower or ERISA Affiliate shall promptly make a request for such documents or notices
from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.


 






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(g)        Within
fifteen (15) Business Days after the occurrence of the assumption or establishment of any new Pension Plan or Multi-employer Plan, or
the commencement of contributions to any Pension Plan or Multi-employer Plan, to which the Borrower or any ERISA Affiliate was not previously
contributing, which in any event could reasonably be expected to have a Material Adverse Effect.


 


(h)        Promptly,
and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably
be expected to have a Material Adverse Effect.


 


(i)        Unless otherwise publicly disclosed in an annual or quarterly report filed by the Borrower or any Parent Entity with the SEC under the
Exchange Act, promptly after any material change in account-ing policies or financial reporting practices (including as a result of a
change in GAAP or the application thereof) by the Borrower or any Restricted Subsidiary thereof.


 


(j)        Promptly,
and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any action, suit or proceeding pursuant
to which a holder of any Lien on any Accounts of an Obligor makes a claim for conversion with respect to any such Accounts but only if
the Accounts that are the subject of such claim have a Fair Market Value in excess of $2,500,000.


 


(k)       If
the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change
in the information provided in such Beneficial Ownership Certification that would result in a change to the list of beneficial owners
identified in such certification.


 


Each notice given under
this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable
detail and setting forth the action that the Borrower, applicable Subsidiary, or ERISA Affiliate has taken or proposes to take with respect
thereto.


 


6.4               
Collateral Reporting.


 


(a)                
The Borrower will furnish to the Agent (for further distribution to each Lender) a Borrowing Base Certificate prepared as of the
last Business Day of each calendar month (commencing with the calendar month ending February 28March
31, 2017 2022)
and delivered to the Agent (for further distribution to the Lenders) by the close of business on the 20th calendar day of the following
calendar month. The Borrower acknowledges and agrees that while a Cash Dominion Period is in effect, the Borrower will furnish to the
Agent (for further distribution to each Lender) Borrowing Base Certificates prepared as of the last Business Day of each calendar week
during such Cash Dominion Period and delivered to the Agent (for further distribution to the Lenders) by the close of business on the
Wednesday of the following week (with any such weekly Borrowing Base Certificate to be computed according to a method reasonably specified
by the Agent after consultation with the Borrower).


 


(b)               
The Borrower will furnish to the Agent (and the Agent shall further distribute to each Lender that has made a request for such
information through the Agent), in such detail as the Agent shall reasonably request, as soon as reasonably practical following the Agent’s
request from time to time, such reports as to the Accounts of the Obligors as the Agent shall reasonably request from time to time.


 


(c)                
If any of the Borrower’s or Guarantor’s records or reports of the Accounts are prepared by an accounting service or
other agent, such Obligor hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent.


 






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(d)               
The Borrower will furnish to the Agent (and the Agent shall further distribute to each Lender that has made a request for such
information through the Agent) each of the reports set forth on Schedule 6.4 at the times specified therein.


 


ARTICLE
VII



GENERAL WARRANTIES AND REPRESENTATIONS


 


Holdings
and the Borrower each warrants and represents to the Agent and the Lenders on the Closing Restatement
Effective Date and on the date of each Borrowing that:


 


7.1               
Authorization, Validity, and Enforceability of this Agreement and the Loan Documents.
Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform
this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s
Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability
company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution,
delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents
to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid
and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to
or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law)
and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of
this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of,
the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted
Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted
Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect
that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens
created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any
of the foregoing.


 


7.2               
Validity and Priority of Security Interest. Upon
execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens
on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’
rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good
faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the
taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a)
constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted
Liens and the provisions of any Intercreditor Agreement then in existence, and (c) are enforceable against each Obligor or Holdings, as
applicable, granting such Liens.


 


7.3               
Organization and Qualification. Holdings and each
Obligor (a) is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, (b) is duly
qualified as a foreign corporation, partnership or limited liability company, as applicable, and is in good standing in each jurisdiction
in which the failure to be so qualified and in good standing would reasonably be expected to have a Material Adverse Effect, and (c) has
all requisite power and authority to conduct its business and to own its property, except where the failure to have such power and authority
would not reasonably be expected to have a Material Adverse Effect.


 


7.4               
Subsidiaries. Schedule 7.4 is a correct
and complete list of each and all of Holdings’ Subsidiaries as of the Agreement Restatement
Effective Date, the jurisdiction of their organization and the direct or indirect ownership interest of Holdings therein. Each
Restricted Subsidiary (a) is duly organized and validly existing in good standing (to the extent such concept is applicable to any such
Subsidiary) under the laws of the jurisdiction of its organization, (b) is duly qualified as a foreign corporation, partnership or limited
liability company, as applicable, and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing
would reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to conduct its business
and to own its property, except where the failure to have such power and authority would not reasonably be expected to have a Material
Adverse Effect.


 






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7.5               
Financial Statements and Borrowing Base Certificate.


 


(a)                
Holdings has delivered to the Agent (for further distribution to the Lenders) the Historical Financial Statements. The Historical
Financial Statements, including the schedules and notes thereto, if any, have been prepared in reasonable detail in accordance with GAAP
consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of Holdings, and disclosed in
any such schedules and notes or otherwise disclosed to the Agent prior to the Agreement Restatement
Effective Date) and present fairly, in all material respects, the Consolidated Parties’ financial position as at the
dates thereof and their results of operations for the periods then ended, subject, in the case of such unaudited Financial Statements,
to changes resulting from normal year-end audit adjustments and to the absence of footnotes.


 


(b)               
[Reserved].


 


(c)                
The latest Borrowing Base Certificate furnished to the Agent pursuant to Section 6.4(a) presents accurately and fairly in
all material respects the Borrowing Base and the calculation thereof as at the date thereof.


 


Each
Lender and the Agent hereby acknowledges and agrees that Holdings, the Borrower and its Subsidiaries may be required to restate the Historical
Financial Statements as the result of the implementation of changes in GAAP or the interpretation thereof, and that such restatements
will not result in a Default under the Loan Documents (including any effect on any conditions required to be satisfied on the Closing
Restatement Effective Date) to the extent that the
restatements do not reveal any material omission, misstatement or other material inaccuracy in the reported information from actual results
for any relevant prior period.


 


7.6               
Solvency. On the Closing
Restatement Effective Date after giving effect to
the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.


 


7.7               
Property. Except with respect to Intellectual
Property, each Obligor and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests
in, or easements or other limited property interests in, all property necessary in the ordinary conduct of its business, free and clear
of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize
such assets for their intended purposes and Permitted Liens and except where the failure to have such title or other interest could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


7.8               
Intellectual Property. The conduct of the businesses
of Holdings, the Borrower and each of its Restricted Subsidiaries (including their use of Intellectual Property) does not infringe upon,
misappropriate or violate the Intellectual Property of any other Person, and no other Person is infringing or violating their own Intellectual
Property, in each case except as would not reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower and each of
its Restricted Subsidiaries owns or is licensed or otherwise has the right to use all Intellectual Property that is used or held for use
in or is otherwise reasonably necessary for the operation of its businesses as presently conducted, except as would not reasonably be
expected to have a Material Adverse Effect.


 


7.9               
Litigation. Except as set forth on Schedule
7.9, there is no pending, or to Holdings’ or the Borrower’s knowledge, threatened, action, suit, proceeding, or counterclaim
by any Person, or to Holdings’ or the Borrower’s knowledge, investigation by any Governmental Authority, which, in any case,
has a reasonable likelihood of being adversely determined and if so adversely determined, either (a) would reasonably be expected to have
a Material Adverse Effect or (b) relates directly to any of the Loan Documents.


 


7.10            
Labor Disputes. There is no strike, work stoppage,
unfair labor practice claim, or other labor dispute pending or, to Holdings’ or the Borrower’s knowledge, reasonably expected
to be commenced against Holdings or any of its Restricted Subsidiaries, which, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.


 






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7.11            
Environmental Laws. Except as set forth on Schedule
7.11 and except for any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect:


 


(a)Holdings,
the Borrower and its Restricted Subsidiaries and each of their respective facilities, locations and operations are and to the Borrower’s
knowledge within the past three (3) years have been in compliance with all Environmental Laws.


 


(b)Each
of Holdings, the Borrower and its Restricted Subsidiaries have obtained all permits under Environmental Laws necessary for their current
facilities and operations, all such permits are valid and in full force and effect, each of Holdings, the Borrower and its Restricted
Subsidiaries are in compliance with all terms and conditions of such permits and none of such permits are, since the Closing
Restatement Effective Date, subject to any pending
proceedings or other actions (or to Borrower’s knowledge, any threatened proceedings or other actions) for modification or revocation
of such permits.


 


(c)(i)
Neither Holdings, the Borrower nor any of its Restricted Subsidiaries, nor to Holdings’ or the Borrower’s knowledge any of
its predecessors in interest with respect to the Real Estate, has stored, treated or released any Contaminant at any location, and (ii)
neither Holdings nor any Restricted Subsidiary nor any of the presently owned or leased Real Estate or presently conducted operations,
nor, to any of Holdings’ or the Borrower’s knowledge, its previously owned or leased Real Estate or prior operations, is subject
to any pending proceeding or other action for, and neither Borrower nor Holdings has any knowledge of any threatened proceeding or reasonable
basis for any claim or liability arising out of or in connection with any Environmental Law (including from any Release or threatened
Release of a Contaminant).


 


(d)None
of the present or, to Holdings or the Borrower’s knowledge, former operations, and none of the real estate interests of Holdings
or any of its Restricted Subsidiaries, is subject to any investigation by any Governmental Authority against or involving Holdings or
any of its Restricted Subsidiaries evaluating whether any remedial action is needed to respond to a Release or threatened Release of a
Contaminant.


 


7.12            
No Violation of Law. Neither Holdings nor any
of its Restricted Subsidiaries is in violation of any Law, judgment, order or decree applicable to it, where such violation would reasonably
be expected to have a Material Adverse Effect.


 


7.13            
No Default. No Default or Event of Default has
occurred and is continuing.


 


7.14            
ERISA Compliance. Except as would not reasonably
be expected to result in a Material Adverse Effect:


 


(a)Each
Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state law or other applicable law. The Borrower,
each Guarantor and each ERISA Affiliate, as applicable, has made all required contributions to any Pension Plan subject to Section 412
or 430 of the Code or Section 302 or 303 of ERISA or other applicable laws when due, and no application for a funding waiver or an extension
of any amortization period (pursuant to Section 412 of the Code, or otherwise) has been made with respect to any Pension Plan.


 


(b)There
are no pending or, to the best knowledge of Holdings and the other Obligors, threatened, claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan.


 


(c)(i)
No ERISA Event has occurred or is reasonably expected to occur, (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result
in liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan and (iii) neither the Borrower nor any ERISA Affiliate
has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.


 






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7.15            
Taxes. Holdings, the Borrower and each of its
Restricted Subsidiaries have filed all material Tax returns required to be have
been filed by them, and have paid all Taxes and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable by them (including in their capacity as a withholding agent), other than Taxes (i) the failure
of which to pay, in the aggregate, would not have a Material Adverse Effect or (ii) that are being contested in good faith and by the
appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There are no current, pending or
proposed Tax deficiencies, assessments or other claims against Holdings or any Restricted Subsidiary that would reasonably be expected
to, in the aggregate, have a Material Adverse Effect.


 


7.16            
Investment Company Act. None of Holdings, or any
Restricted Subsidiary of Holdings, is an “Investment Company,” or a company “controlled” by an “Investment
Company” within the meaning of the Investment Company Act of 1940, as amended.


 


7.17            
Use of Proceeds. The proceeds of the Loans
are to be used solely to finance ongoing working capital needs and for other general corporate purposes (including Permitted Acquisitions
and other Permitted Investments, Permitted Distributions and the repayment or prepayment of Debt, in each case to the extent not prohibited
pursuant to the terms hereof) of the Borrower and its Restricted Subsidiaries.


 


7.18            
Margin Regulations. As of the Closing
Restatement Effective Date, none of the Collateral
is comprised of any Margin Stock. None of Holdings or any Obligor is engaged, principally or as one of its important activities, in the
business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Federal Reserve Board), or extending
credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings will be used for any purpose that violates
Regulation U or Regulation X of Federal Reserve Board.


 


7.19            
No Material Adverse Change. No Material Adverse
Effect has occurred since the Closing Restatement
Effective Date.


 


7.20            
Full Disclosure. (a) None of the information or
data (taken as a whole) heretofore or contemporaneously furnished by Holdings, the Borrower, any of their respective Restricted Subsidiaries
or any of their respective authorized representatives in writing to the Agent, the Collateral Agent, any Arranger or any Lender on or
before the Closing Restatement
Effective Date for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue
statement of material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially
misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which
such information or data was furnished; it being understood and agreed that for purposes of this Section 7.20, such information
and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial
information or information of a general economic or general industry nature. The projections contained in the information and data referred
to in this Section 7.20 were prepared in good faith based upon assumptions believed by Holdings and the Borrower to be reasonable
at the time made and at the time delivered; it being recognized by the Agent, the Collateral Agent and the Lenders that such projections
are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies,
many of which are beyond the control of Holdings, the Borrower and the Restricted Subsidiaries, that no assurance can be given that any
particular projections will be realized and that actual results during the period or periods covered by any such projections may differ
from the projected results and such differences may be material.


 


(b)       If
the Borrower has provided a Beneficial Ownership Certification to any Lender in connection with this Agreement on or prior to the Amendment
No. 2 Restatement Effective Date, as of the Amendment
No. 2 Restatement Effective Date, to the best knowledge
of the Borrower, the information included in such Beneficial Ownership Certification is true and correct in all respects.


 






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7.21            
Government Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or
required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Restricted Subsidiaries
of this Agreement or any other Loan Document, other than (i) those that have been obtained or made and are in full force and effect, (ii)
those required to perfect the Liens created pursuant to the Security Documents, and (iii) where failure to obtain, effect or make any
such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material
Adverse Effect.


 


7.22            
Anti-Terrorism Laws.


 


(a)                
None of Holdings, the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of Holdings, the Borrower or any of
its Restricted Subsidiaries, any of their respective officers, directors, or employees is in violation of any applicable Anti-Terrorism
Law, or engages in any transaction that attempts to violate, or otherwise evades or avoids (or has the purpose of evading or avoiding)
any prohibitions set forth in any applicable Anti-Terrorism Law.


 


(b)               
The use of proceeds of the Loans will not violate any applicable Anti-Terrorism Laws.


 


7.23            
FCPA. No part of the proceeds of the Loans will
be used, directly, or, to the knowledge of the Borrower, indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended, or other applicable anti-corruption laws.


 


7.24            
Sanctioned Persons.


 


(a)                
None of Holdings, the Borrower nor any Restricted Subsidiary nor, to the knowledge of Holdings, the Borrower or any of its Restricted
Subsidiaries, any officer, director or employee thereof is currently the target of any U.S. sanctions administered by the Office of Foreign
Assets Control (“OFAC”) of the U.S. Treasury Department or the U.S. Department of State.


 


(b)               
The Borrower will not to its knowledge, directly or indirectly, use the proceeds of the Loans in any manner that will result in
a violation by any Lender of any U.S. sanctions administered by OFAC or the U.S. Department of State.


 


7.25            
Designation of Senior Debt. The Obligations are
“Designated Senior Debt” (or any similar term) under the terms of the documentation governing any Subordinated Debt.


 


7.26
            Compliance with Cash Management Provisions.
As of the Restatement Effective Date, Holdings and the Borrower are in Compliance with Section 8.23 of the Original Credit Agreement.
Schedule 8.23 sets forth, as of the Restatement Effective Date, each U.S. domestic Deposit Account in which funds of any of the Obligors
from any Cash Receipts of the Obligors are deposited.


 


ARTICLE
VIII



AFFIRMATIVE AND NEGATIVE COVENANTS


 


Holdings,
the Borrower and each Guarantor (limited, in the case of Holdings, to Section 8.27) covenant to the Agent and each Lender that,
from and after the Agreement Restatement
Effective Date, so long as any of the Commitments are outstanding and until Full Payment of the Obligations:


 


8.1               
Taxes. The Borrower shall, and shall cause each
of its Restricted Subsidiaries to, (a) file when due all material Tax returns that it is required to file and (b) pay, or provide for
the payment of, when due, all material Taxes (including all Indemnified Taxes
required to be paid by it under Section 5.1) imposed upon it or upon its property, income and franchises (including in its capacity
as a withholding agent); provided, however, neither the Borrower nor any of its Restricted Subsidiaries need pay any Tax
described in this Section 8.1 as long as (i) such Tax is being contested in good faith and by the appropriate proceedings and adequate
reserves have been established for such Tax in accordance with GAAP or (ii) the failure to pay any such
Tax Taxes, in the aggregate
would not reasonably be expected to have a Material Adverse Effect.


 






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8.2               
Legal Existence and Good Standing. The Borrower
shall, and shall cause each of its Restricted Subsidiaries to, maintain (a) its legal existence and good standing in its jurisdiction
of organization, and (b) its qualification and good standing in all other jurisdictions necessary or desirable in the ordinary course
of business of the Borrower or such Restricted Subsidiary except, in the case of either clause (a) (other than with respect to
the Borrower) or clause (b) of this Section 8.2, in such cases where the failure to maintain its existence, qualification
or good standing would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower
and the Restricted Subsidiaries may consummate any transaction permitted under any of Section 8.8, 8.9 or 8.11.


 


8.3               
Compliance with Law; Maintenance of Licenses.
The Borrower shall comply, and shall take all reasonable action to cause each of its Restricted Subsidiaries to comply, with all Requirements
of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act, all
Anti-Terrorism Laws, all Environmental Laws, Laws administered by OFAC and the Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations promulgated thereunder), except where noncompliance would not reasonably be expected to have a Material Adverse
Effect. The Borrower shall, and shall cause each of its Restricted Subsidiaries to take all reasonable action to, obtain and maintain
all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business, except where
the failure to so obtain and maintain such licenses, permits, franchises, and governmental authorizations would not reasonably be expected
to have a Material Adverse Effect.


 


8.4               
Maintenance of Property, Inspection; Field Examinations.


 


(a)                
The Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its material property necessary and
useful in the conduct of its business, taken as a whole, in good operating condition and repair (or, in the case of Inventory, in saleable,
useable or rentable condition), ordinary wear and tear and Casualty Events excepted, except, in each case, to the extent the failure to
do so would not reasonably be expected to have a Material Adverse Effect.


 


(b)               
The Borrower shall, and shall cause each of its Restricted Subsidiaries to, permit representatives and independent contractors
of the Agent and/or the Collateral Agent (at the expense of the Borrower) to visit and inspect any of the Borrower’s or any of their
Restricted Subsidiaries’ properties (to the extent it is within such Person’s control to permit such inspection), to examine
the Borrower’s and its Restricted Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts
therefrom, to examine and audit the Collateral (to the extent it is within such Person’s control to permit such examination and
audit and subject to the limitations otherwise set forth in this Section 8.4), and to discuss the Borrower’s and its Restricted
Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such
reasonable times during normal business hours, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings
or advice from such independent public accountants, to such accountants’ customary policies and procedures); provided, however,
excluding any such visits and inspections during the continuation of an Event of Default and without in any way limiting the rights of
the Agent and/or the Collateral Agent set forth in the last sentence of this clause (b), neither the Agent nor the Collateral Agent
shall exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Borrower’s
expense; and provided, further, that when an Event of Default exists, the Agent and the Collateral Agent (or any of their
respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal
business hours and upon reasonable advance notice. The Agent and the Collateral Agent shall give the Borrower the opportunity to participate
in any discussions with the Borrower’s or any of its Restricted Subsidiaries’ independent public accountants. Notwithstanding
anything to the contrary in Article VI, none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose,
permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that
constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent, the
Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement
or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. The Agent and the Collateral Agent
may carry out investigations and reviews of each Obligor’s property at the reasonable expense of the Borrower (including field audits
conducted by the Agent and the Collateral Agent) (each, a “Field Examination”) and, absent the continuance of an Event
of Default, during each period of twelve (12) consecutive calendar months commencing on or after the Agreement
Restatement Effective Date, the Agent and the Collateral
Agent may, collectively, carry out, at the Borrower’s expense, one (1) Field Examination (it being agreed and acknowledged
that the Field Examination delivered to the Agent on or prior to the Agreement Restatement
Effective Date shall constitute the Field Examination for the twelve (12) months ending on the anniversary of the Agreement
Restatement Effective Date); provided, however,
that notwithstanding the foregoing limitation, (i) at any time on or after the date on which Availability has been less than the
greater of (A) $22,500,000 11,250,000
and (B) 15.0% of the Maximum Credit, in either case, for five (5) consecutive Business Days, the Agent and the Collateral
Agent may, collectively, carry out, at the Borrower’s expense, two (2) Field Examinations during any such period, and (ii) at
any time during the continuation of an Event of Default, the Agent and/or the Collateral Agent may carry out, at the Borrower’s
expense, Field Examinations as frequently as determined by the Agent and/or the Collateral Agent in their respective reasonable discretion.


 






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8.5               
Insurance.


 


(a)                
The Borrower shall, and shall cause each of its Restricted Subsidiaries to, shall maintain with financially sound and reputable
insurance companies, insurance on (or self-insure in such amounts and against such risks) all property material to the business of the
Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including, in
any event, public liability, casualty, hazard, theft, product liability and business interruption) as are customarily insured against
by companies of established reputation engaged in the same or similar business and in the same general area as the Borrower and the Restricted
Subsidiaries, all as determined in good faith by the Borrower or such Restricted Subsidiaries.


 


(b)               
For any Mortgaged Property of the Obligors which is, at any time, located within an area that has been identified by a Governmental
Authority (including, by the Federal Emergency Management Agency) as a special flood hazard area, the Borrower and its Restricted Subsidiaries
shall also (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably
satisfactory to the Agent and each Lender and otherwise
sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, and (ii) deliver to the
Agent and each Lender evidence of such compliance in form and substance
reasonably acceptable to the Collateral Agent, including, without limitation, evidence of annual renewals of such insurance. Each such
insurance policy shall (i) indicate which Mortgaged Properties are located in a special flood hazard area and state the corresponding
flood zone designation and, for each Mortgaged Property, the number of buildings located at such Mortgaged Property, (ii) indicate the
flood insurance coverage and the deductible relating thereto, (iii) include a statement of values relating to all properties insured by
the insurance policy, and (iv) be otherwise in form and substance satisfactory to the Collateral Agent. Each flood insurance policy shall
provide that the insurer will give the Agent 45 days written notice of cancellation or non-renewal.


 


(c)                
The Borrower shall cause the Collateral Agent, for the ratable benefit of the Collateral Agent and the other Secured Parties, to
be named as secured parties or mortgagees and additional loss payees or additional insureds, as applicable, in a manner reasonably acceptable
to the Collateral Agent, under all insurance policies required to be maintained by the Obligors under clauses (a) and (b)
above. Each such policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty days prior
written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and, if obtainable, a clause
or endorsement stating that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Obligor
or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. If the Obligors fail to procure any such
material insurance or to pay the premium therefor when due, during the continuance of an Event of Default and after providing written
notice thereof to the Borrower, the Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving
Loans on a pro rata basis.


 


8.6               
Environmental Laws. The Borrower shall, and shall
take all commercially reasonable action to cause each of its Restricted Subsidiaries to, conduct its business in compliance with all Environmental
Laws, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect. The Borrower shall, and shall
take all commercially reasonable action to cause each of its Restricted Subsidiaries to, pursue commercially reasonable efforts to respond
to any material non-compliance with Environmental Laws.


 






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8.7               
Compliance with ERISA. The Borrower shall, and
shall cause each of its ERISA Affiliates and Subsidiaries to: (a) maintain each Plan in compliance with the applicable provisions of ERISA
and the Code; and (b) not cause an ERISA Event to occur with respect to a Pension Plan or Multi-employer Plan which the Borrower or any
ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, except in the case of each
of clauses (a) and (b), to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


8.8               
Dispositions. The Borrower shall not, and shall
not permit any of its Restricted Subsidiaries to, Dispose of any of its property, business or assets, except for Permitted Dispositions.


 


8.9               
Mergers, Consolidations, etc. Except for Permitted
Dispositions and Permitted Investments, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, merge, amalgamate
or consolidate, or Dispose of all or substantially all of its business units, assets and properties, or wind up, liquidate or dissolve,
except:


 


(a)          any
Subsidiary of the Borrower or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into the Borrower
or the Borrower may Dispose of all or substantially all of its business units, assets and other properties; provided that (i) the
Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation where the Borrower is
not the continuing or surviving Person, the Person formed by or surviving any such merger, amalgamation or consolidation (if other than
the Borrower) or in connection with a Disposition of all or substantially all of the Borrower’s assets, the transferee of such assets
or properties, in each case shall be an entity organized or existing under the laws of the United States, any state thereof, or
the District of Columbia or any territory thereof (the Borrower or such Person,
as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than
the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to
a supplement hereto or thereto in form reasonably satisfactory to the Agent, and (iii) if such merger, amalgamation, consolidation or
Disposition involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation, consolidation, or Disposition,
is not a Restricted Subsidiary of the Borrower (A) no Event of Default under any of Section 10.1(a), (e), (f) or
(g) has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition or would result from
the consummation of such merger, amalgamation, consolidation or Disposition, (B) each Guarantor, unless it is the other party to such
merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement
to the Guarantee Agreement that its guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (C) each
Guarantor, unless it is the other party to such merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is
the Borrower, shall have by a supplement to the Security Documents to which it is a party confirmed that its obligations thereunder shall
apply to the Successor Borrower’s obligations under this Agreement, (D) the Borrower shall have delivered to the Agent an officer’s
certificate stating that such merger, amalgamation, consolidation or Disposition and any supplements to the Loan Documents preserve the
enforceability of the Guarantee Agreement and the perfection of the Collateral Agent’s Liens, (E) if reasonably requested by the
Agent, the Borrower shall be required to deliver to the Agent an opinion of counsel to the effect that such merger, amalgamation, consolidation
or Disposition does not breach or result in a default under this Agreement or any other Loan Document and
, (F) such merger, amalgamation, consolidation or
Disposition shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or otherwise
constitutes a Permitted Investment and (G) as a condition to the assumption
by the Successor Borrower of the obligations of the Borrower hereunder, the Successor Borrower shall deliver to the Agent and any applicable
Lender any information and documentation reasonably requested by the Agent or such Lender for purposes of compliance with applicable “know
your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership
Regulation; provided, further, that, if the foregoing are satisfied, the Successor Borrower (if other than the
Borrower) will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents (provided, further,
that, in the event of a Disposition of all or substantially all of the Borrower’s assets or property to a Successor Borrower (which
is not the Borrower) as set forth above and notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents,
if the original Borrower retains any assets or property other than immaterial assets or property after such Disposition, such original
Borrower shall remain obligated as a co-Borrower along with the Successor Borrower hereunder);


 






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(b)          any
Subsidiary of the Borrower or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into any one
or more Restricted Subsidiaries of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its business
units, assets and other properties; provided that, (i) in the case of any merger, amalgamation, consolidation or Disposition involving
one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or the transferee
of such assets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation,
consolidation or Disposition (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger,
amalgamation, consolidation or Disposition involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person
or the Person formed by or surviving any such merger, amalgamation, consolidation or the transferee of such assets (in each case, if
other than such Guarantor) shall execute a “Guaranty Supplement” referred to in the Guarantee Agreement and a “Security
Agreement Supplement” referred to in the Security Agreement, in order for the surviving or continuing Person or such transferee
to become a Guarantor and (iii) if such merger, amalgamation, consolidation or Disposition involves a Restricted Subsidiary and a Person
that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary of the Borrower,
(A) no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing on the
date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation, consolidation
or Disposition, (B) the Borrower shall have delivered to the Agent a certificate of a Responsible Officer stating that such merger,
amalgamation, consolidation or Disposition and any supplements to any Loan Document preserve the enforceability of the Guarantee Agreement
and the perfection and priority of the Collateral Agent’s Liens and (C) such merger, amalgamation, consolidation or Disposition
shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or otherwise constitutes
a Permitted Investment;


 


(c)          any
Restricted Subsidiary that is not a Guarantor may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and
(ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Restricted
Subsidiary of the Borrower;


 


(d)          any
Guarantor may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is a Guarantor, (ii) merge, amalgamate
or consolidate with or into any other Restricted Subsidiary that is not a Guarantor; provided that, if such Guarantor is not the
surviving Person, such merger, amalgamation or consolidation shall be deemed to be an “Investment” and shall be only permitted
if it constitutes a Permitted Investment and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the
Borrower or any other Restricted Subsidiary that is a Guarantor;


 


(e)          any
Restricted Subsidiary may liquidate or dissolve if (x) the Borrower determines in good faith that such liquidation or dissolution is
in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary
is a Guarantor, any assets or business not otherwise Disposed of or transferred in accordance with Section 8.8 or Section
8.11, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Borrower
or another Restricted Subsidiary that is a Guarantor after giving effect to such liquidation or dissolution; and


 


(f)          the
Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose
of which is to effect a Permitted Disposition.


 



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8.10         
Distributions. The Borrower shall not, and shall
not permit any of its Restricted Subsidiaries to, make any Distribution, other than the following (collectively, “Permitted Distributions”):


 


(a)           each
Restricted Subsidiary may make Distributions to the Borrower and to other Restricted Subsidiaries (and, in the case of a Distribution
by a non-Wholly Owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Stock of
such Restricted Subsidiary on a pro rata basis based on their relative ownership interests of the relevant class of Stock);


 


(b)           (i)
the Borrower may (or may make Distributions to permit any Parent Entity to) redeem in whole or in part any of its Stock for another class
of its (or such Parent Entity’s) Stock or rights to acquire its Stock or with proceeds from substantially concurrent equity contributions
or issuances of new Stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole,
contained in such other class of Stock are at least as advantageous to the Lenders as those contained in the Stock redeemed thereby and
(ii) the Borrower may declare and make any Distribution payable solely in the Stock (other than Disqualified Stock not otherwise permitted
by Section 8.12) of such Person;


 


(c)           [reserved];


 


(d)           to
the extent constituting Distributions, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly
permitted by any provision of Section 8.11 (other than pursuant to clause (p) of the definition of “Permitted Investments”
or Sections 8.14(c), (g) and (i));


 


(e)           repurchases
of Stock in the ordinary course of business in the Borrower (or any Parent Entity) or any Restricted Subsidiary deemed to occur upon exercise,
vesting and/or settlement of Stock if such Stock represents a portion of the exercise price thereof or any portion of required withholding
or similar taxes due upon the exercise, vesting and/or settlement thereof;


 


(f)           so
long as no Default or Event of Default shall be continuing, the Borrower or any Restricted Subsidiary may pay (or make Distributions
to allow any Parent Entity to pay) for the repurchase, retirement or other acquisition or retirement for value of Stock of it or any Parent
Entity (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Stock) held by any future,
present or former employee, director, officer or other individual service provider (or any Affiliates, spouses, former spouses, other
immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower
(or any Parent Entity) or any of its Restricted Subsidiaries pursuant to any employee, management or director equity plan, employee, management
or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock option
or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or equity-based incentive plan,
stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement) with
any employee, director, officer or other individual service provider of the Borrower (or any Parent Entity) or any Restricted Subsidiary;
provided that any such payments do not exceed $25,000,000 in any Fiscal Year, plus (ii) all net proceeds obtained by any
Parent Entity (and contributed to the Borrower) or the Borrower during such calendar year from the sale or issuance of such Stock to other
present or former officers, employees, directors and other individual service provider in connection with any plans or agreements set
forth above in this clause (f) plus (iii) all net proceeds obtained from any key-man life insurance policies received by the Borrower
during such calendar year; provided that any unused portion of the preceding basket calculated pursuant to clauses (i) through
(iii) above for any Fiscal Year may be carried forward to the next two (2) succeeding Fiscal Years up to a maximum of $37,500,000
in the aggregate in any Fiscal Year; provided, further, that cancellation of Debt owing to the Borrower (or any Parent Entity)
or any of its Restricted Subsidiaries from employees, directors, officers or other individual service providers of the Borrower, any of
the Borrower’s Parent Entity or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Stock of
any of the Borrower’s Parent Entity will not be deemed to constitute a Distribution for purposes of this covenant or any other provision
of this Agreement;


 






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(g)           the
Borrower and its Restricted Subsidiaries may make Distributions to any Parent Entity of the Borrower:


 


(i)           the
proceeds of which will be used to pay, for any taxable period for which the Borrower or any of its Subsidiaries is a member of a combined,
consolidated or similar tax group for U.S. federal, state, local or foreign Tax purposes of which a direct or indirect parent of the
Borrower is the common parent (a “Tax Group”), the portion of any consolidated, combined or similar Tax liability
of such Tax Group for such taxable period attributable to the income or operations of the Borrower and its Subsidiaries; provided
that (x) no such payments shall exceed the Tax liability that would have been imposed on the Borrower and/or the applicable Subsidiaries
had such entity(ies) paid such Taxes on a stand-alone basis (or as a stand-alone group)group)
and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such
Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose;


 


(ii)           the
proceeds of which shall be used to pay such Parent Entity’s operating costs and expenses incurred in the ordinary course of business,
other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties
as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business
and attributable to the ownership or operations of the Borrower and its Subsidiaries (including any reasonable and customary indemnification
claims made by directors or officers of Parent Entity attributable to the direct or indirect ownership or operations of the Borrower and
its Subsidiaries) and fees and expenses otherwise due and payable by the Borrower or any Restricted Subsidiary and permitted to be paid
by the Borrower or such Restricted Subsidiary under this Agreement not to exceed $5,000,000 in any Fiscal Year;


 


(iii)           the
proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain its (or any of its
direct or indirect parents’) existence;


 


(iv)           to
finance any Permitted Acquisition or similar Investment; provided that (A) such Distribution shall be made substantially concurrently
with the closing of such Investment and (B) the Borrower or such Parent Entity shall, immediately following the closing thereof, cause
all property acquired (whether assets or Stock) to be held by or contributed to the Borrower or a Restricted Subsidiary;


 


(v)           the
proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful Stock
or Debt offering, Refinancing, issuance or incurrence transaction or any Disposition, acquisition or Investment permitted by this Agreement;
and


 


(vi)           the
proceeds of which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants
and other service providers of any Parent Entity or partner of the Borrower to the extent such salaries, compensation, bonuses and other
benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;


 


(h)           the
Borrower or any Restricted Subsidiary may pay any dividend or distribution within sixty (60) consecutive calendar days after the date
of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;


 


(i)           the
Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Stock in connection with any dividend, split or combination
thereof or any Permitted Acquisition (or other similar Investment) and (b) honor any conversion request by a holder of convertible Debt
and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in
accordance with its terms;


 






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(j)           in
addition to the foregoing Distributions (i) the Borrower or any Restricted Subsidiary may make additional Distributions so long as the
Specified Conditions shall have been satisfied with respect thereto at the time of such Distributions, (ii) the Borrower may make additional
Distributions in an aggregate amount not to exceed an amount equal to the Available Equity Amount at the time such Distributions are paid
and (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may
make additional Distributions, measured at the time made, in an aggregate amount not to exceed $5,000,000; and


 


(k)           the
Borrower may pay (or may make Distributions to allow any Parent Entity to) Distributions in an amount equal to withholding or similar
taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or
its Affiliates, or any of their respective estates or immediate family members) and any repurchases of Stock in consideration of such
payments including deemed repurchases in connection with the exercise of Stock options.


 


8.11         
Investments. The Borrower shall not, and shall
not permit any of its Restricted Subsidiaries to, make any Investment, except Permitted Investments.


 


8.12         
Debt. The Borrower shall not, and shall not permit
any of its Restricted Subsidiaries to, incur or maintain any Debt, other than the following Debt (collectively, “Permitted Debt”):


 


(a)           Debt
of the Borrower and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7);


 


(b)           Debt
(i) described on Schedule 8.12 and any Refinancing Debt in respect thereof and (ii) that is intercompany Debt outstanding on the
Agreement Restatement Effective
Date;


 


(c)           (i)
Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of
any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii)
any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect
thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding
of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater
of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2
Financials most recently delivered on or prior to such date of incurrence);


 


(d)           Debt
of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B)
any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred
under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is
owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C)
shall be subject to the Subordinated Intercompany Note;


 


(e)           Debt
incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary;


 


(f)           Guaranties
by the Borrower and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under
this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right
of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of
such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted
Subsidiary shall have also provided a Guaranty of the Obligations;


 


(g)           (i)
Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance
payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course
of business;


 






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(h)           Debt
of any Obligor owing to any other Obligor;


 


(i)            Debt
of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds,
bankers’ acceptances, warehouse receipts, letters of credit or other similar bonds, instruments or obligations, in each case provided
in the ordinary course of business, including Debt evidenced by letters of credit issued in the ordinary course of business to support
the insurance or self -insurance (to the extent such self -insurance
is permitted hereunder) obligations of any Obligor or any of its Restricted Subsidiaries (including to secure workers’ compensation
claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with
respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money;
(ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty,
liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess
of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is
incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services,
ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or
any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred
in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary
issued by such obligor or Subsidiary in the ordinary course of business;


 


(j)            other
Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and
after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $25,000,000 and (y) 4.5% of
Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred (measured
as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence);


 


(k)           Debt
(x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors,
consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity
thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business or (y) consisting of indemnities, obligations
in respect of earnouts or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted
Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred
by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition;


 


(l)            Debt
consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation
arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other
similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11;


 


(m)          Debt
consisting of promissory notes issued by the Borrower or its Restricted Subsidiaries to their current or former officers, directors, partners,
members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees
to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Parent Entity or the Borrower)
in each case permitted by Section 8.10;


 






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(n)           Debt
consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business;


 


(o)           (i)
Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii)
any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (o)
shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently
ended on or prior to the date such Debt was incurred (measured as of the date such Debt was incurred based upon the Section 6.2 Financials
most recently delivered on or prior to such date of incurrence);


 


(p)           Debt
of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is
not guaranteed by Holdings or any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor,
whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured
by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under
this clause (p) shall not exceed the greater of (x) $10,000,000 and 2.0% of Consolidated Total Assets (measured as of the date
such Debt was incurred based upon the Section 6.2 financials most recently delivered on or prior to such date of incurrence);


 


(q)           Debt
of the Borrower or any Restricted Subsidiary; so long as (x) in the case of secured Debt, at the time of incurrence thereof and after
giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Secured Net Leverage
Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such
secured Debt, that is no greater than 4.50:1.00 2.50:1.00
and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the
use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the
last date of the Test Period most recently ended on or prior to the incurrence of such unsecured Debt, that is no greater than 6.00:1.003.50:1.00;
provided that (A) any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security
interest in the Fixed Asset Collateral and any fee-owned real property and/or a second priority security interest in the Current Asset
Collateral and (B) the holder of such Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor
Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower;


 


(r)           [reserved];


 


(s)           Guaranties
incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees
or distribution partners;


 


(t)           (i)
unsecured Debt in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services
or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with
open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing
of money and (ii) unsecured Debt in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts
payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the
borrowing of money;


 


(u)           Debt
arising from the taking of deposits by a Restricted Subsidiary that constitutes a regulated bank; and


 


(v)           all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (a) through (u) above.


 


For purposes of determining
compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described
in the above clauses, the Borrower, in its sole discretion, may classify and reclassify or later divide, classify or reclassify such item
of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or more of the above clauses.


 






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The accrual of interest,
the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of
Debt for purposes of this Section 8.12.


 


8.13         
Prepayments of Debt. The Borrower shall not, and
shall not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any principal outstanding in
respect of any Junior Debt, except (i) regularly scheduled repayments, purchases or redemptions of Junior Debt and regularly scheduled
payments of interest, fees, expenses and premiums on any such Junior Debt, (ii) any prepayments, redemptions, purchases, defeasances or
other satisfactions of any Junior Debt in connection with any Refinancing thereof with any Refinancing Debt, (iii) any prepayments, redemptions,
purchases, defeasances or other satisfactions of any Junior Debt required as a result of any Disposition of any property securing such
Junior Debt to the extent that such security is permitted under this Agreement and such prepayment is permitted under the terms of any
intercreditor or subordination provisions with respect thereto, (iv) the conversion of any Junior Debt to Stock (other than Disqualified
Stock) of Holdings, the Borrower or any Parent Entity, (v) prepayments, redemptions, purchases, defeasances and other satisfactions of
any Junior Debt in an aggregate amount not to exceed the Available Equity Amount at such time, (vi) prepayments, redemptions, purchases,
defeasances and other satisfactions (including, without limitation, any payments in respect of make-whole premiums) of Junior Debt so
long as the Specified Conditions have been satisfied at the time of such prepayment, redemption, purchase, defeasances or other satisfaction
and (vii) prepayments, redemptions, purchases, defeasances and other satisfactions of Junior Debt in an aggregate amount not to exceed
$5,000,000.


 


8.14         
Transactions with Affiliates. Except as set forth
below, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, sell, transfer, distribute, or pay any money
or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for
management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or
otherwise) or purchase or repurchase any Stock or Debt, or any property, of any Affiliate, or become liable on any Guaranty of the Debt,
dividends, or other obligations of any Affiliate, in each case, involving aggregate payments or consideration in excess of $1,000,000.
Notwithstanding the foregoing, the following shall be permitted:


 


(a)           transactions
between or among Holdings, the Borrower or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of
such transaction;


 


(b)           transactions
on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted
Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;


 


(c)           the
consummation of the initial public offering of Holdings (including the issuance of Stock to any officer, director, employee, consultant
or other service provider of the Borrower or any of its Subsidiaries or any Parent Entity in connection therewith) and the payment of
fees and expenses in connection therewith;


 


(d)           Permitted
Distributions;


 


(e)           loans
and other transactions by and among the Borrower and/or one or more Subsidiaries to the extent permitted under this Article VIII;


 


(f)           employment,
compensation, severance or termination arrangements between any Parent Entity, the Borrower or any of its Restricted Subsidiaries and
their respective officers, employees and consultants (including management and employee benefit plans or agreements, subscription agreements
or similar agreements pertaining to the repurchase of equity interests held by officers, employees and consultants pursuant to put/call
rights or similar rights with current or former employees, officers, directors consultants and stock option or incentive plans (including
equity-based incentive plans) and other compensation arrangements) in the ordinary course of business and transactions pursuant to management
equity plans, stock option plans and other employee benefit plans, agreements and arrangements;


 






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(g)           the
payment of (x) customary fees to directors, officers, managers, employees, consultants and other service providers of the Borrower and
its Restricted Subsidiaries or any Parent Entity in the ordinary course of business to the extent attributable to the ownership or operation
of the Borrower and its Restricted Subsidiaries and (y) reasonable out of pocket costs to, and indemnities provided on behalf of, directors,
officers, managers, employees, consultants, partners, members and other service providers of the Borrower and its Restricted Subsidiaries
or any Parent Entity in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its
Restricted Subsidiaries;


 


(h)           transactions
pursuant to permitted agreements in existence on the Closing Restatement
Effective Date and set forth on Schedule 8.14 or any amendment thereto to the extent such an amendment, taken as a whole,
is not adverse to the Lenders in any material respect;


 


(i)           customary
payments by the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement
services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments
are approved, as applicable pursuant to requirements of law or the relevant constituent documents of the Borrower or such Restricted Subsidiary,
by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of the Borrower
in good faith and such payments shall not exceed 1% of the transaction value for each such transaction;


 


(j)           transactions
entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted
Subsidiary pursuant to the definition of “Unrestricted Subsidiary”;


 


(k)           the
issuance or transfer of Stock (other than Disqualified Stock) of Holdings (or any Parent Entity) to any Permitted Holder or to any former,
current or future director, manager, officer, partner, member, employee, consultant or other service provider (or any Affiliate of any
of the foregoing) of Holdings (or any Parent Entity), the Borrower, any of the Restricted Subsidiaries or any direct or indirect parent
thereof;


 


(l)           any
issuance of Stock, or other payments, awards or grants in cash, securities, Stock or otherwise pursuant to, or the funding of, employment
arrangements, compensation arrangements, stock options and stock ownership plans, and other employee benefit plans approved by the Board
of Directors of any Parent Entity of the Borrower or the Borrower, as the case may be;


 


(m)           transactions
with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of
business in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its Subsidiaries;


 


(n)           transactions
with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a
manner consistent with prudent business practice followed by companies in the industry of the Borrower and its Subsidiaries; and


 


(o)           to
the extent permitted by Section 8.10(g)(i), payments by any Parent Entity of the Borrower, the Borrower and the Restricted Subsidiaries
pursuant to Tax sharing agreements among any such Parent Entity, the Borrower and the Restricted Subsidiaries on customary terms; provided
that payments by Borrower and the Restricted Subsidiaries under any such Tax sharing agreements shall not exceed the excess (if any) of
the amount they would pay on a standalone basis over the amount they actually pay to Governmental Authorities.


 


For purposes of this Section
8.14, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) if such transaction
is approved by a majority of the Disinterested Directors of the board of directors of the Borrower or such Subsidiary, as applicable.
“Disinterested Director” shall mean, with respect to any Person and transaction, a member of the board of directors
of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.


 






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8.15         
Business Conducted. The Borrower and its Restricted
Subsidiaries (taken as a whole) shall not engage at any time in any line of business other than the lines of business of the same general
type currently conducted by it and by Pioneer at the time of the Pioneer Acquisition and, in each case, businesses incidental to, reasonably
related or ancillary thereto.


 


8.16         
Liens. The Borrower shall not, and shall not permit
any of its Restricted Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired
by any of them, except Permitted Liens.


 


8.17         
Restrictive Agreements. The Borrower shall not,
and shall not permit any of its Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Guarantor to create, incur, assume or suffer
to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Loan Documents
or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other Distributions with
respect to any of its Stock; provided that the foregoing shall not apply to:


 


(a)           restrictions
and conditions imposed by (A) Law, (B) any Loan Document, (C) with respect to clause (ii) above, the documentation governing Debt incurred
pursuant to Section 8.12(q), (D) with respect to clause (ii) above, any documentation related to any Permitted Debt, and
(E) with respect to clause (ii) above, any documentation governing any Refinancing Debt incurred to Refinance any such Debt referenced
in clauses (B) through (D) above;


 


(b)           customary
restrictions and conditions existing on the Closing Restatement
Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such
amendment, modification or replacement expands the scope of any such restriction or condition;


 


(c)           restrictions
and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such Disposition; provided that
such restrictions and conditions apply only to the Subsidiary or assets that is or are to be Disposed and such Disposition is permitted
hereunder;


 


(d)           customary
restrictions in leases, subleases, licenses, sublicenses and other contracts so long as such restrictions relate solely to the assets
subject thereto;


 


(e)           restrictions
imposed by any agreement relating to secured Debt permitted by this Agreement to the extent such restriction applies only to specific
property securing such Debt and not all assets;


 


(f)           any
restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification
or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation
of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower
or any other Restricted Subsidiary;


 


(g)           restrictions
or conditions in any Permitted Debt that is incurred or assumed by a Subsidiary that is not a Guarantor to the extent such restrictions
or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt,
are market terms at the time of issuance or, in the case of any such Debt of any such Person, are imposed solely on such non-Guarantor
and its Subsidiaries;


 


(h)           restrictions
on cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions
on such cash, Cash Equivalents or deposits constituting Liens permitted hereunder);


 






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(i)            customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and
applicable solely to such joint venture and entered into in the ordinary course of business;


 


(j)            negative
pledges and restrictions on Liens in favor of any holder of Debt permitted under clauses (c), (p) and (q) of Section
8.12, but solely to the extent any negative pledge relates to the property financed by or the subject of such Debt;


 


(k)           customary
provisions restricting assignment, transfer or sub-letting of any agreement entered into in the ordinary course of business;


 


(l)            customary
net worth provisions contained in Real Estate leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined
in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries
to meet their ongoing obligation;


 


(m)           provisions
restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its
Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business
(in which case such restriction shall relate only to such Intellectual Property);


 


(n)           restrictions
or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which
the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement
prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such
agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower
or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and


 


(o)           restrictions
and conditions imposed by any extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or
replacement of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that such
extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement is, in the good
faith judgment of the Borrower, not materially more restrictive with respect to such restriction or condition taken as a whole than those
prior to such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement.


 


8.18         
Sale and Leaseback Transactions. The Borrower
shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any arrangement with any Person
providing for the Borrower or such Restricted Subsidiary to lease or rent property that the Borrower or such Restricted Subsidiary has
sold or will sell or otherwise transfer to such Person, unless (i) such transfers are transfers of property (real or personal), equipment
or other fixed or capital assets, (ii) such transfer occurs within ninety (90) days after the acquisition of such property by the Borrower
or any such Restricted Subsidiary, (iii) the Specified Conditions have been satisfied or (iv) such transfer would be permitted under clause
(t) of the definition of “Permitted Dispositions.”


 


8.19         
Fiscal Year. The Borrower shall not, and shall
cause its Restricted Subsidiaries not to, change their Fiscal Year end date from December 31; provided, however, that the
Borrower may, and may cause any of its Restricted Subsidiaries to, upon written notice to, and consent by, the Agent, change the Fiscal
Year end date convention specified above to any other Fiscal Year end date reporting convention reasonably acceptable to the Agent, in
which case the Borrower and the Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are
necessary in order to reflect such change.


 






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8.20         
Fixed Charge Coverage Ratio. The Borrower will
not permit the Fixed Charge Coverage Ratio for any Test Period to be less than 1.0 to 1.0; provided that such Fixed Charge Coverage
Ratio will only be tested on the date any Covenant Trigger Period commences (as of the last day of the Test Period ending on or immediately
prior to the date on which such Covenant Trigger Period shall have commenced) and shall continue to be tested as of the last day of each
Test Period thereafter until such Covenant Trigger Period is no longer continuing.


 


8.21         
[Reserved]. 


 


8.22         
Additional Obligors; Covenant to Give Security.
At the Borrower’s expense, the Borrower shall, and shall cause each of its Restricted Subsidiaries to, take all action necessary
or reasonably requested by the Collateral Agent to ensure that the Collateral and Guarantee Requirement (subject to the limitations set
forth therein and in the Security Documents) continues to be satisfied, including:


 


(i)            
upon the formation or acquisition of any new direct or indirect Wholly Owned Domestic Subsidiary (in each case, other than an Excluded
Subsidiary) by any Obligor, the designation in accordance with Section 8.26 of any existing direct or indirect Wholly Owned Subsidiary
as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary), or any Wholly Owned Restricted Subsidiary ceasing to be
an Excluded Subsidiary, within thirty (30) days (or, in the case of Mortgages, ninety (90) days) after such formation, acquisition, designation
or occurrence or such longer period as the Collateral Agent may agree in its reasonable discretion:


 


(A)          
causing each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to
furnish to the Collateral Agent a description of any Real Estate owned by such Restricted Subsidiary and required to become subject to
a Mortgage in detail reasonably satisfactory to the Collateral Agent;


 


(B)           
causing each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement
to duly execute and deliver to the Agent and the Collateral Agent (x) a “Guaranty Agreement Supplement” referred to in the
Guarantee Agreement guaranteeing the Obligations under the Loan Documents and (y) Mortgages on any Real Estate required to be mortgaged
pursuant to the Collateral and Guarantee Requirement, a “Security Agreement Supplement” referred to in the Security Agreement
and any required Intellectual Property security agreements and other security agreements and documents or joinders or supplements thereto
(consistent with the Security Agreement and other Security Documents in effect on the Closing Restatement
Effective Date), as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent, in each
case of this clause (y), granting the Collateral Agent’s Liens required by the Collateral and Guarantee Requirement;


 


(C)           
delivering, and causing each such Restricted Subsidiary that is, or is required to become,
a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver, any and all certificates representing Stock (other than Excluded
Stock and only to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied
by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local Law)
and instruments evidencing the Debt held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral and Guarantee
Requirement (including the execution of the Subordinated Intercompany Note), indorsed in blank to the Collateral Agent;


 


(D)          
taking and causing such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is required
to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages
and of any Intellectual Property security agreements, the filing of financing statements and delivery of share and membership interest
certificates, if any) may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative
of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable
against all third parties in accordance with their terms; and


 






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(E)           
causing each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement
to duly execute and deliver to the Agent opinions, certificates and other documents, as reasonably requested by and in form and substance
reasonably satisfactory to the Agent (it being understood and agreed that any opinions, certificates and other documents that are consistent
with those delivered by the Obligors on the Closing Restatement
Effective Date shall be deemed to be in form and substance reasonably satisfactory to the Agent); and


 


(ii)          
not later than ninety (90) days after the acquisition by any Obligor of any Real Estate (or such longer period as the Collateral Agent
may agree to in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement,
which property would not be automatically subject to another Lien pursuant to pre-existing Security Documents, causing such property
to be subject to a Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and taking, or causing the
relevant Obligor to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect or
record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee
Requirement and otherwise complying with the requirements of the Collateral and Guarantee Requirement.


 


8.23         
Cash Management; Cash Dominion.


 


(a)           
Each Obligor shall enter into, as soon as possible after the Closing Date, an effective account control agreement (a “Deposit
Account Control Agreement”) with each account bank, in each case in form and substance reasonably satisfactory to the Agent,
with respect to (i) each U.S. domestic Deposit Account in which funds of any of the Obligors from any Cash Receipts of the Obligors are
deposited (including those existing as of the Closing Date and listed on Schedule 8.23),
and (ii) the Designated Account into which the proceeds of the Loans are deposited (but in any event, excluding all Excluded Accounts);
provided, further, that, (i) if on or prior to ninety (90) days after the Closing Date (or such longer period following
such date as the Agent may agree in its sole discretion), the Borrower shall not have entered into a Deposit Account Control Agreement
with respect to any such Deposit Account or the Designated Account, such Deposit Account shall be closed and all funds therein transferred
to a Deposit Account at the Agent or the Collateral Agent, an Affiliate of the Agent or the Collateral Agent, or another financial institution
that has executed a Deposit Account Control Agreement prior to the expiration of such 90-day period and (ii) the Borrower shall enter
into a Deposit Account Control Agreement with respect to any such Deposit Account, or any new Designated Account, which is established
after the Closing Date, substantially concurrently with such establishment (or within such longer period as the Collateral Agent may agree
in its discretion) but in any event prior to a deposit of any funds in such account. Notwithstanding anything in this section to the contrary,
the provisions of this Section 8.23(a) shall not apply to any Deposit Account acquired by an Obligor in connection with a Permitted
Acquisition (or similar Investment) prior to the date that is ninety (90) days (or such later date as the Agent may agree) following the
consummation of such Permitted Acquisition (or similar Investment).


 


(b)           
Each Obligor shall deposit, or cause to be deposited and instruct all Account Debtors to deposit, in an Approved Deposit Account
promptly upon receipt all Cash Receipts received by any Obligor from any other Person.


 


(c)           
Each Deposit Account Control Agreement shall require (without further consent of the Obligors), and the Obligors shall cause, after
the occurrence and during the continuance of a Cash Dominion Period and subject to the Intercreditor Agreement, the ACH or wire transfer
no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained
by and in the name of the Borrower at Barclays Bank PLC, Wells Fargo Bank, National Association or another bank reasonably acceptable
to the Agent and the Collateral Agent, which concentration account is under the sole dominion and control of the Collateral Agent (the
“Concentration Account”), of all cash receipts and collections set forth below, other than amounts constituting Excluded
Funds (collectively, the “Cash Receipts”):


 






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(i)           
all available cash proceeds otherwise received from the Disposition of Equipment or non-ordinary course sales of Inventory of the Borrower
and the Guarantors;


 


(ii)          
all proceeds of Accounts; and


 


(iii)          the contents of each Approved Deposit
Account (in each case, net of any minimum balance as may be required to be kept therein by the institution at which such Deposit Account
is maintained).


 


(d)           
During the continuance of a Cash Dominion Period, the Concentration Account shall at all times be under the sole dominion and control
of the Collateral Agent. The Obligors hereby acknowledge and agree that, during the continuance of a Cash Dominion Period, (i) the Obligors
have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times
be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided
in this Agreement, including pursuant to Section 4.3. In the event that, notwithstanding the provisions of this Section 8.23,
during the continuation of any Cash Dominion Period, any Obligor receives or otherwise has dominion and control of any Cash Receipts,
such Cash Receipts shall be held in trust by such Obligor for the Collateral Agent, shall not be commingled with any of such Obligor’s
other funds or deposited in any account of such Obligor and shall, not later than the Business Day after receipt thereof, be deposited
into the Concentration Account or dealt with in such other fashion as such Obligor may be instructed by the Collateral Agent.


 


(e)           
So long as no Cash Dominion Period is continuing, the Obligors may direct, and shall have sole control over, the manner of disposition
of funds in the Approved Deposit Accounts. The Agent and the other Secured Parties hereby acknowledge and agree that so long as no Cash
Dominion Period is continuing the Obligors shall have the right to withdraw all funds remaining on deposit in any Concentration Account
and the Collateral Agent shall no longer be permitted to direct any account bank under any Deposit Account Control Agreement to ACH or
wire transfer any Cash Receipts into any Concentration Account.


 


(f)            
Any amounts received in the Concentration Account at any time after the Full Payment of the Obligations shall be remitted to the
operating account of the Obligors maintained with the Agent or Collateral Agent or to an operating account otherwise designated by the
Borrower.


 


(g)           
Upon the Borrower’s request, the Collateral Agent shall promptly furnish written notice to each Approved Account Bank of
any termination of a Cash Dominion Period.


 


8.24         
Use of Proceeds. The Borrower shall use the proceeds
of the Loans in the manner set forth in Section Sections
7.17, 7.22(b), 7.23 and 7.24(b).


 


8.25         
Further Assurances. Subject to any limitations
and exceptions set forth in the Security Documents and in the definition of “Collateral and Guarantee Requirement”, Holdings
and the Borrower shall, and shall cause each of the other Obligors to, promptly execute and deliver, or cause to be promptly executed
and delivered, to the Collateral Agent, such documents and agreements, and shall promptly take or cause to be taken such actions,
as the Collateral Agent may, from time to time, reasonably request to grant, preserve, protect or perfect the Liens created or intended
to be created by the Security Documents or the validity or priority of any such Lien.


 


8.26         
Designation of Subsidiaries. The Board of Directors
of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a
Restricted Subsidiary by notice to the Agent; provided that, in each case, (i) no Default or Event of Default is then continuing
or would result therefrom and (ii) the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with a Fixed
Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of
such designation, as if such designation and any related transactions had occurred on the first day of such Test Period, of not less than
1.00:1.00. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing
Restatement Effective Date shall constitute an Investment
by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein.
The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of
any Debt or Liens of such Subsidiary existing at such time.


 






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8.27         
Passive Holding Company; Etc. 


 


(a)           
Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition
of the Stock (other than Disqualified Stock) of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur
fees, costs and expenses relating to such maintenance and to open and maintain bank accounts, (iii) to the extent applicable, participating
in tax, accounting and other administrative matters as a member of the consolidated group that includes Holdings and the Borrower, (iv)
the performance of its obligations under and in connection with the Loan Documents and any documents relating to other Permitted Debt,
(v) any public offering of its common Stock or any other issuance or registration of its Stock for sale or resale not prohibited by this
Agreement, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate
under this Agreement and any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Agreement,
including (A) making any dividend or distribution or other transaction similar to a Distribution not prohibited by Section 8.10
(or the making of a loan to its Parent Entities in lieu of any such permitted Distribution or other distribution or other transaction
similar to a Distribution) or holding any cash received in connection with Distributions made by the Borrower in accordance with Section
8.10 pending application thereof by Holdings in the manner contemplated by Section 8.10 (including the redemption in whole
or in part of any of its Stock (other than Disqualified Stock) in exchange for another class of Stock (other than Disqualified Stock)
or rights to acquire its Stock (other than Disqualified Stock) or with proceeds from substantially concurrent equity contributions or
issuances of new shares of its Stock (other than Disqualified Stock)), (B) making any Investment to the extent (1) payment therefor is
made solely with the Stock of Holdings (other than Disqualified Stock), the proceeds of Distribution received from the Borrower and/or
proceeds of the issuance of, or contribution in respect of, the Stock (other than Disqualified Stock) of Holdings and (2) any property
(including Stock) acquired in connection therewith is contributed to the Borrower or a Guarantor (or, if otherwise constituting Permitted
Investments, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged or consolidated with the Borrower
or a Restricted Subsidiary and (C) the (w) provision of Guaranties in the ordinary course of business in respect of obligations of the
Borrower or any of its Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided,
for the avoidance of doubt, that such Guaranty shall not be in respect of Debt for Borrowed Money, (x) incurrence of Debt of Holdings
contemplated by Section 8.12, (y) incurrence of Guaranties and the performance of its other obligations in respect of Debt incurred
pursuant to Section 8.12 and (z) granting of Liens to the extent the Debt contemplated by subclause (y) is permitted to be secured
under Section 8.16 or Liens imposed by operation of law, (vii) incurring fees, costs and expenses relating to overhead and general
operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers
and directors and as otherwise permitted in this Agreement, (ix) activities incidental to the consummation of the Transactions, (x) organizational
activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or a Subsidiary, including the formation
of acquisition vehicle entities and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments
in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments,
(xi) the making of any loan to any officers or directors not prohibited by Section 8.11, the making of any Investment in the Borrower
or any Guarantor or, to the extent otherwise allowed under Section 8.11, a Restricted Subsidiary, (xii) the entry into customary
shareholder agreements, and (xiii) activities incidental to the businesses or activities described in clauses (i) to (xii)
of this Section 8.27.


 


(b)           
Holdings will not consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose all or substantially all of its assets and properties, except that Holdings may merge, amalgamate
or consolidate with or into any other Person (other than the Borrower) or otherwise Dispose of all or substantially all of its assets
and property; provided that (i) Holdings shall be the continuing or surviving Person of such merger, amalgamation or consolidation
or, in the case of a merger, amalgamation or consolidation where Holdings is not the continuing or surviving Person or where Holdings
has been liquidated or in connection with a Disposition of all or substantially all of its assets, in any such case, the Person formed
by or surviving any such merger, amalgamation or consolidation or the Person into which Holdings has been liquidated or to which Holdings
has transferred such assets shall be an entity organized or existing under the laws of the United States, any state thereof, the District
of Columbia or any territory thereof (Holdings or such Person, as the case may be, being herein referred to as the “Successor
Holdings”), (ii) the Successor Holdings (if other than Holdings) shall expressly assume all the obligations of Holdings under
this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Agent, (iii)
each Guarantor, unless it is the other party to such merger, amalgamation, consolidation, liquidation or Disposition or unless the Successor
Holdings is Holdings, shall have by a supplement to the Guarantee Agreement confirmed that its Guaranty shall apply to the Successor Holdings’
obligations under this Agreement, (iv) each Guarantor, unless it is the other party to such merger, amalgamation, consolidation, liquidation
or Disposition or unless the Successor Holdings is Holdings, shall have by a supplement to the Security Agreement confirmed that its obligations
thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (v) Holdings shall have delivered to the Agent
an officer’s certificate stating that such merger, amalgamation, consolidation, liquidation or Disposition and any supplements to
the Loan Documents preserve the enforceability of the Guarantee Agreement and the perfection of the Collateral Agent’s Liens, (vi)
the Successor Holdings shall, immediately following such merger, amalgamation, consolidation, liquidation or Disposition, directly or
indirectly, own all Subsidiaries owned by Holdings immediately prior to such merger, amalgamation, consolidation, liquidation or Disposition
and (vii) if reasonably requested by the Agent, an opinion of counsel shall be required to be provided to the effect that such merger,
amalgamation, consolidation, liquidation, or Disposition does not breach or result in a default under this Agreement or any other Loan
Document; provided, further, that if the foregoing are satisfied, the Successor Holdings (if other than Holdings) will succeed
to, and be substituted for, Holdings under this Agreement.


 






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8.28         
Amendments to Certain Documents. The Borrower
shall not, and shall not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner that is materially adverse
to the interests of the Lenders any term or condition of the documentation governing the Junior Debt or any Charter Document of the Borrower
or any Subsidiary that is a Guarantor, except amendments and modifications to the Charter Documents of the Borrower in connection with
the Pioneer Acquisition.


 


8.29          Certain
Post-Closing Obligations. As
promptly as practicable, and in any event within the time periods after the Closing Date specified in Schedule 8.29
or such later date as the Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen
on the Closing Date, the Borrower and each other Obligor shall deliver the documents or take the actions specified in Schedule
8.29, in each case except to the extent otherwise agreed by the Agent pursuant to its authority as set forth in the
definition of the term “Collateral and Guarantee Requirement.” Notwithstanding anything to the contrary herein, the Agent
hereby acknowledges that the Liens of the collateral agent in respect of the Existing Credit Agreement will remain noted on certain certificates
of title held by the collateral agent in respect of the Existing Credit Agreement on the Closing Date, and neither the removal of such
notations nor the return of certificates of title to the Borrower, shall be a condition precedent to the Closing Date. 


 


ARTICLE
IX



CONDITIONS OF LENDING


 


9.1           
Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date.
The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Letter
of Credit Issuers to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent
and the Arrangers) of the following conditions precedent:


 


(a)           The
Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Obligor:


 


(i)             executed
counterparts of this Agreement and the Guarantee Agreement;


 


(ii)            each
Security Document set forth on Schedule 1.5 of the Original Credit Agreement
(including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) required
to be executed on the Closing Date as indicated on such schedule, duly executed by Holdings (to the extent a party thereto) and/or each
Obligor thereto, together with (except as provided in such Security Documents):


 






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(A)           certificates,
if any, representing the pledged Stock referred to therein for the Borrower and Wholly Owned Restricted Subsidiaries (other than Excluded
Stock) organized under the laws of the United States and not constituting Immaterial Subsidiaries and accompanied by undated stock powers
executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank;


 


(B)           evidence
that all financing statements under the Uniform Commercial Code have been filed or are otherwise in a form appropriate for filing; and


 


(C)           arrangements
reasonably satisfactory to the Agent shall have been made for the execution, delivery and filing of such Security Documents; and


 


(D)           an
executed Perfection Certificate and lien searches reasonably satisfactory to the Agent;


 


(iii)           certificates
substantially in the form of Exhibit H for Holdings and the Borrower which attach (A) resolutions or other equivalent action documentation,
(B) incumbency certificates, (C) Organization Documents and (D) good standing certificates;


 


(iv)           an
opinion from Latham & Watkins LLP, counsel to the Obligors, addressed to the Agent and the Lenders as of the Closing Date;


 


(v)           a
certificate, in the form of Exhibit G, attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis)
on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower;


 


(vi)           a
Notice of Borrowing relating to the initial Borrowing (if any); and


 


(vii)           a
copy of, or a certificate as to coverage under, the insurance policies required by Section 8.5 and the applicable provisions of
the Security Documents.


 


(b)           All
fees and expenses required to be paid hereunder or pursuant to the Engagement Letter (as
defined in the Original Credit Agreement), in the case of expenses, to the extent invoiced at least three (3) Business Days
prior to the Closing Date (except as otherwise agreed by the Borrower) shall, substantially concurrently with the initial Borrowing, have
been paid (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans borrowed on the Closing Date).


 


(c)           Prior
to or simultaneously with the initial Borrowing, the initial public offering of the common stock of Holdings shall have been consummated.


 


(d)           The
Arrangers shall have received the Historical Financial Statements (as defined
in the Original Credit Agreement).


 


(e)           Prior
to or simultaneously with the initial Borrowing, subject to Section 8.29, the Existing Debt Refinancing (as
defined in the Original Credit Agreement) shall have been consummated.


 


(f)           Availability
on the Closing Date shall not be less than $70,000,000.


 


(g)           The
Agent and the Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information
about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing
Date by the Agent and the Arrangers that they reasonably determine is required by United States regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.


 






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(h)            Since
December 31, 2016, there has not been any fact, change, event, circumstance, effect, development or occurrence which, individually or
in the aggregate with any other facts, changes, events, circumstances, effects, developments or occurrences, has had, or would reasonably
be expected to have, a Material Adverse Effect.


 


(i)            The
Borrower shall have delivered to the Agent a Borrowing Base Certificate for the month ending February 28, 2017.


 


(j)            The
Agent shall have completed a field examination at least three (3) Business Days prior to the Closing Date.


 


(k)            The
Agent shall have received the consolidated audited balance sheet, income statement and cash flow statement of the Consolidated Parties
and, if different, Holdings, the Borrower and its Restricted Subsidiaries for the fiscal year ending December 31, 2016.


 


9.2               
Conditions Precedent to Restatement Effective Date.
The amendment and restatement of the Original Credit Agreement contemplated hereby shall not become effective until the date on which
each of the conditions set forth in Section 3 of the Restatement Agreement is satisfied (or waived in accordance with Section 12.1).


 


9.3               
Conditions Precedent to Each Loan. The obligation
of the Lenders to make each Loan (including on the Closing Date), and the obligation
of the Letter of Credit Issuers to issue any Letter of Credit shall be subject to the conditions precedent that on and as of the date
of any such extension of credit:


 


(a)            The
following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to
the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate
signed by a Responsible Officer, dated the date of such extension of credit, stating that:


 


            (i)            the
representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects
(and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects)
on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty
which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects
as of such prior date, and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation
or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material
Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation
or warranty;


 


            (ii)            no
Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and


 


            (iii)            the
Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II.


 


(b)No
such Borrowing or issuance of the Letter of Credit shall exceed the then-current Availability.


 


Notwithstanding
anything to the contrary, the foregoing conditions precedent in this Section 9.2
9.3 are not conditions to any Lender participating in or reimbursing
the Swingline Lender or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance
with the provisions of Section 2.4(f) or Section 2.4(g), as applicable.


 






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ARTICLE
X



DEFAULT; REMEDIES


 


10.1            
Events of Default. It shall constitute an event
of default (“Event of Default”) if any one or more of the following shall occur for any reason:


 


(a)            any
failure by the Borrower to pay: (i) the principal of any of the Loans when due, whether upon demand or otherwise, or the reimbursement
of any Letter of Credit issued pursuant to this Agreement when the same is due and payable; or (ii) any interest, fee or other amount
owing hereunder or under any of the other Loan Documents within five (5) Business Days after the due date therefor, whether upon demand
or otherwise;


 


(b)            any
representation or warranty made or deemed made by Holdings or the Borrower in this Agreement or by any Obligor in any of the other Loan
Documents or any certificate furnished by any Obligor at any time to the Agent, the Collateral Agent or any Lender pursuant to the Loan
Documents shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;


 


(c)            any
default shall occur in the observance or performance of any of the covenants and agreements contained in:


 


            (i)            Section
6.3(a), Section 8.2(a) (with respect to the maintenance of the Borrower’s existence only), Section 8.8, Section
8.9, Section 8.10, Section 8.11, Section 8.12, Section 8.13, Section 8.14, Section 8.16,
Section 8.17, Section 8.18, Section 8.23 (and, other than during a Cash Dominion Period, such default continues for
five (5) Business Days after receipt by the Borrower of written notice thereof by the Agent or the Required Lenders), Section 8.24,
Section 8.27 and Section 8.28;


 


            (ii)            Section
8.20; provided that an Event of Default shall not occur under this clause (ii) until the expiration of the Cure Deadline for
the applicable Test Period for which the Borrower was not in compliance with such Financial Covenant;


 


            (iii)            Section
6.4(a) and such default continues for five (5) Business Days (or two (2) Business Days during any Cash Dominion Period) after receipt
by the Borrower of written notice thereof by the Agent or the Required Lenders; or


 


            (iv)            any
other provision of this Agreement or any other Loan Document and such default shall continue for thirty (30) days after receipt by the
Borrower of written notice thereof by the Agent or the Required Lenders;


 


(d)            any
default shall occur with respect to any Debt (other than the Obligations) of any Obligor or any of its Restricted Subsidiaries in an outstanding
principal amount which constitutes Material Indebtedness, or under any agreement or instrument under or pursuant to which any such Debt
may have been issued, created, assumed, or guaranteed by any Obligor or any of its Restricted Subsidiaries, and such default shall continue
for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice) is to accelerate,
or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable
or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or any such
Debt shall not be paid in full upon the scheduled maturity thereof; provided that this clause (d) shall not apply to (x)
termination events or equivalent events not constituting events of default pursuant to the terms of any Hedge Agreement and (y) Debt that
becomes due or as to which an offer to prepay is required to be made as a result of the voluntary Disposition of the property or assets
securing such Debt, if such Disposition is permitted hereunder and under the documents providing for such Debt and (z) any Debt permitted
to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased, redeemed or satisfied
(or as to which an offer to repurchase, prepay, defease, redeem or satisfy is required to be made) in connection with any asset sale event,
casualty or condemnation event, change of control (without limiting the rights of the Agent and the Lenders under Section 10.1(l)
below), excess cash flow or other customary provision in such Debt giving rise to such requirement to offer, prepay, redeem, defease or
satisfy in the absence of any default thereunder;


 






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(e)            Holdings,
the Borrower or any Significant Subsidiary shall (i) file a voluntary petition in bankruptcy or file a voluntary petition, proposal, notice
of intent to file a proposal or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement or readjustment
of its debts or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or
Law, state, or federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding;
(ii) apply for or acquiesce in the appointment of a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar
officer for it or for all or any part of its property; or (iii) make an assignment for the benefit of creditors;


 


(f)            an
involuntary petition shall be filed or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation
or readjustment of the debts of Holdings, the Borrower or any Significant Subsidiary for any other relief under the federal Bankruptcy
Code, as amended, or under any other bankruptcy or insolvency act or Law, state or federal, now or hereafter existing, and such petition
or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered
with respect thereto;


 


(g)            (i) a receiver, interim receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for Holdings, the Borrower
or any Significant Subsidiary or for all or any material part of such Person’s property shall be appointed or (ii) a warrant of
attachment, execution or similar process shall be issued against any material part of the property of Holdings, the Borrower or any Significant
Subsidiary and such warrant or similar process shall not be vacated, discharged, stayed or bonded pending appeal within sixty (60) days
after the entry thereof;


 


(h)            this
Agreement, the Guarantee Agreement, any Security Document or any Intercreditor Agreement shall be terminated (other than in accordance
with its terms or the terms hereof or thereof), revoked or declared void or invalid or unenforceable or challenged by Holdings or any
Obligor;


 


(i)            one
or more monetary judgments, orders, decrees or arbitration awards is entered against any Holdings, the Borrower or any Restricted Subsidiary
involving in the aggregate for all Obligors and Restricted Subsidiaries liability as to any single or related or unrelated series of transactions,
incidents or conditions, in excess of $25,000,000 (except to the extent covered by insurance through an insurer who does not deny or dispute
coverage), and the same shall remain unsatisfied, unbonded, unvacated and unstayed pending appeal for a period of sixty (60) days after
the entry thereof;


 


(j)            for
any reason, any Lien on any Collateral having a Fair Market Value in excess of $15,000,000 ceases to be, or is not, valid, perfected and
prior to all other Liens (subject to (A) the terms of the Collateral and Guarantee Requirement and (B) Permitted Liens) or is terminated,
revoked or declared void other than (i) as a result of a release of Collateral permitted by Section 13.10 or in accordance with
the terms of the relevant Security Document, (ii) in connection with the Full Payment of the Obligations or (iii) any loss of perfection
(x) that results from the failure of the Collateral Agent to (A) maintain possession of certificates, promissory notes or other instruments
delivered to it representing securities or other assets pledged under the Security Documents or (B) file and maintain proper UCC financing
statements or similar filings (including continuation statements) or (y) as to Collateral consisting of real property, to the extent such
real property is covered by a title insurance policy and such insurer has not denied coverage;


 


(k)            (i) an ERISA Event shall occur which has resulted or could reasonably be expected to result in a Material Adverse Effect or (ii) an Obligor
or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multi-employer Plan which has resulted or could reasonably be expected
to result in a Material Adverse Effect; or


 






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(l)            there
occurs a Change of Control.


 


10.2            
Remedies.


 


(a)                
If an Event of Default has occurred and is continuing, the Agent may, in its discretion, and shall, at the direction of the Required
Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on the Borrower:


 


(i)             
reduce the Maximum Revolver Amount or the advance rates against Eligible Accounts used in computing the Borrowing Base, or reduce one
or more of the other elements used in computing the Borrowing Base, in each case to the extent determined by the Agent or the Required
Lenders, as the case may be;


 


(ii)              
restrict the amount of or refuse to make Loans;


 


(iii)              
instruct the Letter of Credit Issuers to restrict or refuse to provide Letters of Credit;


 


(iv)              
terminate the Commitments;


 


(v)             
declare the Loans to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default
described in Section 10.1(e), 10.1(f), or 10.1(g) with respect to the Borrower, the Commitments shall automatically
and immediately expire and terminate and all Loans shall automatically become immediately due and payable without notice or demand of
any kind;


 


(vi)              
require the Obligors to cash collateralize all outstanding Letters of Credit; and


 


(vii)              
pursue its other rights and remedies under the Loan Documents and applicable Law.


 


(b)               
If an Event of Default has occurred and is continuing: (i) the Agent shall have, for the benefit of the respective Secured Parties,
in addition to all other rights of the Agent and the Lenders, the rights and remedies of a secured party under the Loan Documents or the
UCC; (ii) the Agent may, at any time, take possession of the respective Collateral and keep it on the Obligors’ premises, at no
cost to the Agent or any Lender, or remove any part of it to such other place or places as the Agent may desire, or the Borrower shall,
and shall cause their Restricted Subsidiaries to, upon the Agent’s demand, at the Borrower’s cost, assemble the Collateral
and make it available to the Agent at a place reasonably convenient to the Agent; and (iii) the Agent may sell and deliver any Collateral
at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its
sole discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of any Collateral by an announcement at the time
and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be
given in the following manner, each Obligor agrees that any notice by the Agent of sale, disposition or other intended action hereunder
or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Borrower if such notice
is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least
ten (10) days prior to such action to the Borrower at the address specified in or pursuant to Section 14.8. If any Collateral is
sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the
Lenders receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral without further notice to the Borrower
or any other Obligor. In the event the Agent seeks to take possession of all or any portion of the Collateral by judicial process, the
Borrower and each other Obligor irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might otherwise
be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement
that the Agent retain possession and not dispose of any Collateral until after trial or final judgment. The Borrower and the other Obligors
agree that the Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person.


 






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10.3            
Application of Funds. Subject to any Intercreditor
Agreement in effect, if the circumstances described in Section 4.7 have occurred, or after the exercise of remedies provided for
in Section 10.2 or under any other Loan Document (or after the Commitments have automatically been terminated, the Loans have automatically
become immediately due and payable as set forth in Section 10.2 and the Letters of Credit have automatically been required to be
cash collateralized, in each case as set forth in Section 10.2), including in any bankruptcy or insolvency proceeding, any amounts
received on account of the Obligations shall be applied by the Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest,
but including Attorney Costs payable under Section 14.7) payable to the Agent and/or the Collateral Agent in its capacity as such
(other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements);


 


Second,
to pay interest due in respect of all Agent Advances until paid in full;


 


Third,
to pay the principal of all Agent Advances until paid in full;


 


Fourth,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs payable under Section 14.7), ratably among them in proportion to the amounts described
in this clause Fourth payable to them (other than in connection with Cash Management Obligations or Obligations in respect of Secured
Hedge Agreements);


 


Fifth,
to pay interest accrued in respect of the Swingline Loans until paid in full;


 


Sixth,
to pay the principal of all Swingline Loans until paid in full;


 


Seventh,
to pay interest accrued in respect of the Revolving Loans (other than Agent Advances or Swingline Loans) until paid in full;


 


Eighth,
ratably (i) to pay the principal of all Revolving Loans (other than Agent Advances and Swingline Loans) until paid in full, (ii) to the
Agent, to be held by the Agent, for the benefit of the Letter of Credit Issuers, as cash collateral in an amount up to 103% of the maximum
drawable amount of any outstanding Letters of Credit and (iii) to pay any Obligations under Noticed Hedges (in an amount not to exceed
the Bank Product Reserves);


 


Ninth,
ratably to pay (i) any amounts owing with respect to any Obligations in respect of Secured Hedge Agreements (other than Noticed Hedges),
until paid in full, (ii) any amounts owing with respect to any Obligations in respect of the unreserved portion of a Noticed Hedge, until
paid in full, and (iii) any amounts owing with respect to Cash Management Obligations, in each case, until paid in full;


 


Tenth,
to the payment of all other Obligations of the Obligors that are due and payable to the Agent and the other Secured Parties (other than
any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agent and
the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in full;


 


Eleventh,
ratably to pay any amounts owing with respect to any Obligations in respect of any FILO Tranche, until paid in full;


 


Twelfth,
ratably to pay any Obligations owed to Defaulting Lenders, until paid in full; and


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 


Amounts used to cash collateralize
the aggregate undrawn amount of Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Letters
of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn
or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations
remain outstanding, to the Borrower. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded
Swap Obligations of such Guarantor.


 






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10.4            
Permitted Holders’ Right to Cure.


 


(a)                
Notwithstanding anything to the contrary contained in Section 10.1(c), in the event that the Borrower fails to comply with
the requirement of the Financial Covenant, any of the Permitted Holders, Holdings or any other Person designated by the Borrower shall
have the right, during the period beginning at the end of the last Fiscal Quarter of the applicable Test Period and until the later of
(i) the tenth (10th) Business Day after the date on which Financial Statements with respect to the Test Period in which such covenant
is being measured are required to be delivered pursuant to Section 6.2 and (ii) the tenth (10th) Business Day after the beginning
of a Covenant Trigger Period (such later date, the “Cure Deadline”), to make a direct or indirect equity investment
in the Borrower in cash in the form of common Stock (or other Stock reasonably acceptable to the Agent) (the “Cure Right”),
and upon the receipt by the Borrower of net proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”),
the Financial Covenant shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an
amount equal to such Cure Amount; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the
purpose of determining the existence of a Default or an Event of Default under the Financial Covenant with respect to any Test Period
that includes the Fiscal Quarter for which such Cure Right was exercised and not for any other purpose under any Loan Document.


 


(b)               
If, after the receipt of the Cure Amount and the recalculations pursuant to clause (a) above, the Borrower shall then be
in compliance with the requirements of the Financial Covenant during such Test Period, the Borrower shall be deemed to have satisfied
the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure
to comply therewith at such date, and the applicable Default that had occurred shall be deemed cured; provided that (i) the Cure
Right may be exercised on no more than five (5) occasions, (ii) in each four Fiscal Quarter period, there shall be at least two Fiscal
Quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be
no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant, (iv) all Cure Amount shall
be disregarded for purposes of determining any baskets, with respect to the covenants contained in the Loan Documents or the usage of
the Available Equity Amount and (v) there shall be no pro forma reduction in Debt (by netting or otherwise) with the proceeds
of any Cure Amount for determining compliance with the Financial Covenant for the Fiscal Quarter for which such Cure Amount is deemed
applied.


 


(c)                
Prior to the Cure Deadline, neither the Agent, the Collateral Agent nor any Lender shall exercise any rights or remedies under
Article X (or under any other Loan Document available during the continuance of any Default or Event of Default) solely on the basis of
any actual or purported failure to comply with the Financial Covenant unless such failure is not cured by the Cure Deadline (it being
understood that this sentence shall not have any effect on the rights and remedies of the Lenders with respect to any other Default or
Event of Default pursuant to any other provision of any Loan Document other than breach of the Financial Covenant).


 






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ARTICLE
XI



TERM AND TERMINATION


 


11.1            
Term and Termination. The term of this Agreement
shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Agent upon direction from the
Required Lenders may terminate this Agreement without notice upon the occurrence and during the continuance of an Event of Default. Upon
the effective date of termination of this Agreement for any reason whatsoever, all Obligations (other than contingent obligations not
then due and payable, Obligations under Secured Hedge Agreements and Cash Management Obligations) (including all unpaid principal, accrued
and unpaid interest and any amounts due under Section 5.4) shall become immediately due and payable and the Borrower shall immediately
arrange, with respect to all Letters of Credit then outstanding, for (a) the cancellation and return thereof, or (b) the cash collateralization
thereof or issuance of Supporting Letters of Credit with respect thereto in accordance with Section 2.3(g). Notwithstanding the
termination of this Agreement, until Full Payment of all Obligations, the Borrower shall remain bound by the terms of this Agreement and
shall not be relieved of any of its Obligations hereunder or under any other Loan Document, and the Agent, the Collateral Agent and the
Lenders shall retain all their rights and remedies hereunder (including the Collateral Agent’s Liens in and all rights and remedies
with respect to all then-existing and after-arising Collateral).


 


ARTICLE
XII



AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS


 


12.1            
Amendments and Waivers.


 


(a)                
(i) Except as otherwise specifically set forth in this Agreement, no amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent with respect to any departure by the Borrower or other Obligor therefrom, shall be effective unless
the same shall be in writing and signed by the Required Lenders (or by the Agent with the consent of the Required Lenders) and the Obligors
party thereto and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given;


 


(ii)Notwithstanding
the foregoing, no such waiver, amendment, or consent shall be effective to modify eligibility criteria, or sublimits contained in the
definition definitions of
“Borrowing Base” or ,
“Eligible Accounts” or “Eligible Investment Grade
Accounts” or any successor or related definition, in each case that would have the effect of increasing the Borrowing
Base unless it is consented to in writing by the Supermajority Lenders and the Borrower;


 


(iii)Notwithstanding
the foregoing, no such waiver, amendment, or consent shall be effective with respect to the following, unless consented to in writing
by all Lenders (or the Agent with the consent of all Lenders) and the Borrower:


 


(A)       increase
any of the advance rates set forth in the definition of “Borrowing Base” or add any new classes of eligible assets
to such definition;


 


(B)       amend
this Section 12.1 or any provision of this Agreement providing for consent or other action by all Lenders;


 


(C)       release
all or substantially all of the value of the Guarantors with respect to their Obligations owing under the Guarantee Agreement other than
as permitted by Section 13.10;


 


(D)       subject
to any Intercreditor Agreement then in effect, release all or substantially all of the Collateral other than as permitted by Section
13.10;


 


(E)       change
the voting percentages included in the definitions of “Required Lenders” or “Supermajority Lenders”; or


 


(F)       amend
the definition of “Pro Rata Share” or Section 4.7.


 


(iv)            Notwithstanding
the foregoing, no such waiver, amendment, or consent shall be effective with respect to the following, unless consented to in writing
by all adversely affected Lenders (or the Agent with the consent of all adversely affected Lenders) and the Borrower:


 


(A)            increase
or extend any Commitment of any Lender (other than as contemplated in Section 2.6 or 2.7);


 


(B)            postpone
or delay any date fixed by this Agreement or any other Loan Document for any (i) scheduled payment of principal, interest or fees or (ii)
other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;


 






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(C)            reduce
the principal of, or the rate of interest specified herein (other than waivers of the Default Rate) on any Loan, or any fees or other
amounts payable hereunder or under any other Loan Document;


 


(D)            amend
the “default waterfall” set forth in Section 10.3; or


 


(E)            (x)
subordinate, or have the effect of subordinating, the Obligations to any other Debt, or (y) subordinate, or have the effect of subordinating,
the Liens securing the Obligations to Liens securing any other Debt; or


 


(F)(E         extend
the expiration date of any Letter of Credit beyond the Stated Termination Date.


 


It is understood that
a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment or commitment reduction under
this Agreement and the other Loan Documents shall not give rise to an all affected Lender vote pursuant to this clause (iv).


 


            (v)            Notwithstanding
the foregoing, no such waiver, amendment, or consent shall be effective to increase the obligations or adversely affect the rights of
the Agent, the Collateral Agent, the Swingline Lender, any Letter of Credit Issuer or any Arranger without the consent of the party adversely
affected thereby;


 


provided,
however, that (A) the Agent may, in its sole discretion and notwithstanding the limitations contained in clause (ii) or
(iii)(A) above and any other terms of this Agreement, make applicable Agent Advances in accordance with Section 2.4(g);
(B) Schedule 1.1 hereto (Lenders’ Commitments) may be amended from time to time by the Agent alone to reflect assignments
of Commitments in accordance herewith and changes in Commitments in accordance with Section 2.6 or 2.7; (C) no amendment
or waiver shall be made to Section 13.19 or to any other provision of any Loan Document as such provisions relate to the rights
and obligations of any Arranger without the written consent of such Arranger and (D) the Engagement Letter may be amended or waived in
a writing signed by the Borrower and Barclays. Further, notwithstanding anything to the contrary contained in Section 12.1, if
the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature,
in each case, in any provision of the Loan Documents, then the Agent and the Borrower shall be permitted to amend such provision and such
amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected
to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. Notwithstanding the foregoing,
the L/C Commitment of any Letter of Credit Issuer listed on Schedule 1.1 hereto may be modified with the consent of the Borrower,
such Letter of Credit Issuer and the Agent (and without the consent of any Lender).


 


Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
except that (i) the Commitment of such Lender may not be increased or extended and (ii) the accrued and unpaid amount of any principal,
interest or fees payable to such Lender shall not be reduced, in either case, without the consent of such Lender.


 


(b)               
If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent
of the Supermajority Lenders, all Lenders or all affected Lenders, the consent of Required Lenders is obtained, but the consent of other
Lenders is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”),
then, so long as the Agent is not a Non-Consenting Lender, at the Borrower’s request (and if applicable, payment by the Borrower
of the processing fee referred to in Section 12.2(a)), the Agent or an Eligible Assignee shall have the right (but not the obligation),
to purchase from the Non-Consenting Lenders, and the Non-Consenting Lenders agree that they shall sell, all of the Non-Consenting Lenders’
interests, rights and obligations under the Loan Documents, in accordance with the procedures set forth in clauses (i) through
(v) in the proviso to Section 5.8 and the last sentence in Section 5.8, as if each such Non-Consenting Lender is
an assignor Lender thereunder.


 






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12.2            
Assignments; Participations.


 


(a)                
Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii)
so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing,
the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible
Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender
, any Affiliate of a then-existing Lender (including, for the avoidance of
doubt, any assignments between Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC) or any Approved Fund and (y) such
consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request
for consent; provided, further,
that no such consent shall be required in connection with any assignments between Goldman Sachs Bank USA and Goldman Sachs Lending Partners
LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other
rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof
(provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent,
or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided,
further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender);
provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender
and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall
pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing
fee in its sole discretion.


 


(b)               
From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the
above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein,
(i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the
obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder
and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released
from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an
assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto).


 


(c)                
By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to
and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such
assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority
of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation
or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any
Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms
that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without
reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints
and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated
to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably
incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.


 






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(d)               
Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the
extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising
therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto.


 


(e)                
Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the
Borrower (a “Participant”), in each case that is not a Disqualified Lender so long as the list of Disqualified Lenders
shall have been made available to all Lenders, participating interests in any Loans, any Commitment of that Lender and the other interests
of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however,
that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain
solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly
with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve
any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in
Sections 12.1(a)(iii)(C) and (D) and Section 12.1(a)(iv), and ,
except as expressly provided below, all amounts payable by the Borrower hereunder shall be determined as if such Lender had
not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section 12.2, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3, subject to
the requirements and limitations of such Sections (including Sections 5.1(d)) and Sections 5.6 and 5.8, to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 12.2
(provided that any documentation required to be provided pursuant to Section 5.1(d) shall be provided solely to the Originating
Lender and provided further, for the avoidance of doubt, that if the Originating Lender is not a U.S. Person, such Lender shall
include a copy of such documentation as an exhibit to its IRS Form W-8IMY in accordance with Section 5.1(d)(ii)(D)).


 


(f)                 
Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all
or any portion of its rights under and interest in this Agreement (including its Note, if any) in favor of any Federal Reserve Bank or
any other central bank having jurisdiction over such Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31
CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable
law.


 


(g)               
A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating
Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the
participating interest to such Participant is made with the Borrower’s prior written consent and such Participant agrees to be subject
to the provisions of Section 5.8 as though it were a Lender, or to the extent that such entitlement to a greater payment results
from a Change in Law after the Participant became a Participant.


 






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ARTICLE
XIII



THE APPOINTED AGENTS


 


13.1            
Appointment and Authorization. Each Lender hereby
designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under
this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity,
to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers
as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article
XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely
for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of
the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan
Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed
Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent.
Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to
any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of
any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall
have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining
from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents,
including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base,
(b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and
any action so taken or not taken shall be deemed consented to by the Lenders.


 


13.2            
Delegation of Duties. Each Appointed Agent may
execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. Each Appointed Agent shall not be responsible for the
negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence,
bad faith or willful misconduct.


 


13.3            
Liability of Appointed Agents. None of the Agent-Related
Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except for its own gross negligence, bad faith or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable decision)), (b) be responsible in any manner to any of the
Lenders for any recital, statement, representation or warranty made by any Obligor or any Subsidiary or Affiliate of any Obligor, or any
officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by any Appointed Agent under or in connection with, this Agreement or any other Loan Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection
or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of
any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder or (c) be responsible or have any
liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified
Lenders; further, without limiting the generality of the foregoing clause (c), no Agent-Related Person shall (x) be obligated to
ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or
(y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information,
to any Disqualified Lender. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Obligor or any of their Subsidiaries or Affiliates.


 


13.4            
Reliance by Appointed Agent. Each Appointed Agent
shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including
counsel to any Obligor), independent accountants and other experts selected by such Appointed Agent. Each Appointed Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such
action. Each Appointed Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required Lenders (or the Supermajority Lenders, all Lenders or all
affected Lenders if so required by Section 12.1) and such request and any action taken or failure to act pursuant thereto shall
be binding upon all of the Lenders.


 






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13.5            
Notice of Default. The Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent shall have received written notice
from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is
a “notice of default.” The Agent will notify the Lenders of its receipt of any such notice. The Agent shall take such action
with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Article X; provided,
however, that unless and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.


 


13.6            
Credit Decision. Each Lender acknowledges that
none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Appointed Agent hereinafter taken,
including any review of the affairs of the Borrower and its Affiliates, shall be deemed to constitute any representation or warranty by
any Agent-Related Person to any Lender. Each Lender represents to each Appointed Agent that it has, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, and
investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Obligors
and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrower. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Obligors and their Affiliates. Except for notices, reports and other documents expressly
herein required to be furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of the Obligors or any of their Affiliates which may come into the possession of any of the Agent-Related Persons.


 


13.7            
Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by
or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), ratably in accordance with their respective
Pro Rata Shares, from and against any and all Losses as such term is defined in Section 14.10; provided, however,
that no Lender shall be liable for the payment to such Agent-Related Persons of any portion of such Losses to the extent resulting from
such Person’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision); provided, further, that any action taken by any Agent-Related Person at the request of the Required
Lenders shall not constitute gross negligence, bad faith or willful misconduct. Without limitation of the foregoing, each Lender shall
ratably reimburse the Agent upon demand for its share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses
by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive the payment of all Obligations hereunder and
the resignation or replacement of the Agent.


 


13.8            
Appointed Agents in Individual Capacity. Each
Appointed Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Stock
in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Obligors and their
Subsidiaries and Affiliates as though such Appointed Agent was not an Appointed Agent hereunder and without notice to or consent of the
Lenders. Each Appointed Agent and its Affiliates may receive information regarding the Obligors, their Affiliates and Account Debtors
(including information that may be subject to confidentiality obligations in favor of the Obligors or such Affiliates) and the Lenders
hereby acknowledge that each Appointed Agent shall be under no obligation to provide such information to them. With respect to its Loans,
each Appointed Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though
it were not an Appointed Agent, and the terms “Lender” and “Lenders” include each Appointed Agent in its individual
capacity.


 






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13.9            
Successor Agents. Each Appointed Agent may resign
as an Appointed Agent upon at least 30 days’ prior notice to the Lenders and the Borrower. In the event any Appointed Agent sells
all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its
loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed
Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable
request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement,
the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be
required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing)
shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance
company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective
date of the resignation of any Appointed Agent, such Appointed Agent may appoint, after consulting with the Lenders and the Borrower (but
without the need for the consent of the Borrower), a successor agent from among the Lenders. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and
the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and
duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent,
the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or
omitted to be taken by it while it was an Appointed Agent under this Agreement.


 


13.10        
Collateral Matters.


 


(a)                
The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby
irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2
or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically
released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that
is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was
granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired
or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned
by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second
succeeding sentence and the Guarantee Agreement); (vi) as required by the Collateral Agent to effect any sale, transfer or other Disposition
of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the
extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not
release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such other percentage
of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the
Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess
of $2,500,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection
with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of
such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release,
Availability shall be no less than the Availability immediately prior to such release. Upon request by the Collateral Agent or the Borrower
at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section
8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm
in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items
of Collateral pursuant to this Section 13.10. In addition, the Lenders hereby irrevocably authorize (x) the Collateral Agent to
subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 8.12(c) and (y) the Agent to release automatically any Guarantor from its obligations under
the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement
or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted
Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement. Upon request by any Appointed Agent at any
time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a).


 






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(b)               
Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such
Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items
of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’
prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured
Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral
or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided,
however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in such Appointed Agent’s
opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such
Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens
(other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors,
including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.


 


(c)                
The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned
by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have
been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to
exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed
that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem
appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders
and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.


 


13.11        
Restrictions on Actions by Lenders; Sharing of Payments.


 


(a)                
Each of the Lenders agrees that it shall not, without the express consent of the Required Lenders,
and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Required Lenders, set off against
the Obligations, any amounts owing by such Lender to any Obligor or any accounts of any Obligor now or hereafter maintained with such
Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so by any Appointed Agent, take or cause
to be taken any action to enforce its rights under this Agreement or against any Obligor, including the commencement of any legal or equitable
proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the applicable Collateral.


 


(b)               
Except as may be expressly permitted by this Agreement, if at any time or times any Lender shall receive (i) by payment, foreclosure,
setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations of any Obligor to such Lender arising
under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from
the Agent pursuant to the terms of this Agreement or to which such Lender is otherwise entitled to receive directly pursuant to the terms
of this Agreement, or (ii) payments from the Agent in excess of such Lender’s ratable portion of all such distributions by the Agent,
such Lender shall promptly (A) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the
same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in
accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and
participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the
Lenders in accordance with their Commitments; provided, however, that (A) if all or part of such excess payment received
by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as
applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest
except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment and
(B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower or any other Obligor pursuant
to and in accordance with the express terms of this Agreement and the other Loan Documents, (y) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit or Swingline
Loans to any Assignee or Participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension
by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable
Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented
to any such extension to the extent such transaction is permitted hereunder. For
purposes of clause (b) of the definition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 13.11 shall
be treated as having acquired an interest in such participation on the earlier date(s) on which it acquired the interest(s) in the Loan(s)
or Commitment(s) to which such participation relates. 


 






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13.12        
Agency for Perfection. Each Lender hereby appoints
each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with the
UCC or under other applicable law, as applicable may be perfected by possession. Should any Lender (other than the Collateral Agent) obtain
possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s
request therefor, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.


 


13.13        
Payments by Agent to Lenders. All payments to
be made by the Agent to the applicable Lenders shall be made by bank wire transfer or internal transfer of immediately available funds
to each such Lender pursuant to wire transfer instructions delivered in writing to the Agent on or prior to the Agreement
Restatement Effective Date (or if such Lender is
an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate
for itself by written notice to the Agent. Concurrently with each such payment, the Agent shall identify whether such payment (or any
portion thereof) represents principal, interest or fees on the Loans or otherwise. Unless the Agent receives notice from the Borrower
prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required,
the Agent may assume that the Borrower have made such payment in full to the Agent on such date in immediately available funds and the
Agent may (but shall not be so required), in reliance upon such assumption, distribute to each such Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each applicable
Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds
Rate for each day from the date such amount is distributed to such Lender until the date repaid.


 


13.14        
Settlement.


 


(a)                
Each Lender’s funded portion of the applicable Loans is intended by the applicable Lenders to be equal at all times to such
Lender’s Pro Rata Share of the outstanding applicable Loans. Notwithstanding such agreement, the Agent, the Swingline Lender, and
the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate
the administration of this Agreement and the other Loan Documents, settlement among them as to the applicable Loans (including the applicable
Swingline Loans and the applicable Agent Advances) shall take place on a periodic basis in accordance with the following provisions:


 


                                                   
(i)              The Agent shall request settlement (“Settlement”)
with the applicable Lenders at least once every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the
Swingline Lender, with respect to each applicable outstanding Swingline Loan, (B) for itself, with respect to each applicable Agent Advance,
and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy or other
electronic transmission, no later than 12:00 noon (New York City time) on the date of such requested Settlement (the “Settlement
Date”). Each Lender (other than the Swingline Lender, in the case of applicable Swingline Loans and the Agent in the case of
applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the
applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement to the Agent, to the Agent’s account,
not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation
of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IX have then been
satisfied. Such amounts made available by the applicable Lenders to the Agent shall be applied against the amounts of the applicable Swingline
Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Swingline Lenders’
Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders.
If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled
to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate, the first three (3) days from
and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans, (A) on behalf of the Swingline Lender,
with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance.


 






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(ii)              
Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence
of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an applicable Swingline
Loan or applicable Agent Advance), each other applicable Lender (A) shall irrevocably and unconditionally purchase and receive from the
Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swingline
Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or Agent Advance and (B) if Settlement has not
previously occurred with respect to such Swingline Loans or Agent Advances, upon demand by the Agent, as applicable, shall pay to the
Swingline Lender or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%)
of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in fact made available to the
Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest
thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable
to Base Rate Loans, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (B) for itself, with
respect to each applicable Agent Advance.


 


(iii)              
Notwithstanding any provisions of Section 2.4(f) to the contrary, from and after the date, if any, on which any Lender purchases
an undivided interest and participation in any applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) above,
the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and
all proceeds of Collateral received by the Agent in respect of such Swingline Loan or Agent Advance.


 


(iv)              
Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Swingline Lender
any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the applicable
Loans, for application to the Swingline Lender’s Loans including applicable Swingline Loans. If, as of any Settlement Date, collections
received since the then immediately preceding Settlement Date have been applied to the Swingline Lender’s Loans (other than to
applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant
to clause (ii) above), as provided for in the previous sentence, the Swingline Lender shall pay to the Agent for the accounts
of the applicable Lenders, to be applied to the applicable outstanding Loans of such Lenders, an amount such that each Lender shall,
upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the applicable Loans. During the period between
Settlement Dates, the Swingline Lender with respect to applicable Swingline Loans, the Agent with respect to applicable Agent Advances,
and each Lender with respect to the applicable Loans other than applicable Swingline Loans and applicable Agent Advances, shall be entitled
to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the
Agent and the other Lenders, respectively.


 


 (v)              Unless the Agent has received written notice
from the Required Lenders to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article IX
have been satisfied.


 






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(b)               
Lenders’ Failure to Perform. All Loans (other than Swingline Loans and Agent Advances) shall be made by the Lenders
simultaneously and in accordance with their Pro Rata Shares thereof. It is understood that (i) no Lender shall be responsible for any
failure by any other Lender to perform its obligation to make any applicable Loans hereunder, nor shall any applicable Commitment of any
Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Loans hereunder,
(ii) no failure by any Lender to perform its obligation to make any Loans hereunder shall excuse any other Lender from its obligation
to make any Loans hereunder, and (iii) the obligations of each Lender hereunder shall be several, not joint and several.


 


(c)                
Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing
Restatement Effective Date or, with respect to any
Borrowing after the Closing Restatement
Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as
and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender
has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance
upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro
Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the
Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal
Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest
error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute
that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business
Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower
shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular
Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation
hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance
such other Lender’s Pro Rata Share of any Borrowing.


 


13.15        
Letters of Credit; Intra-Lender Issues.


 


(a)            
Notice of Letter of Credit Balance. On each Settlement Date, the Agent shall notify each Lender of the issuance of all Letters
of Credit since the prior Settlement Date. In addition, upon the reasonable request of a Lender from time to time, the Agent shall provide
such Lender with a list of the then-outstanding Letters of Credit.


 


(b)            
Participations in Letters of Credit.


 


(i)            
Purchase
of Participations. Immediately upon issuance of any Letter of Credit in accordance with Section 2.3(d), each Lender shall
be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation
equal to such Lender’s Pro Rata Share of the face amount of such Letter of Credit in connection with the issuance or acceptance
of such Letter of Credit (including all obligations of the Borrower with respect thereto, and any security therefor or guaranty pertaining
thereto).


 


(ii)            
Sharing
of Reimbursement Obligation Payments. Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations
in respect of a Letter of Credit as to which the Agent has previously received for the account of the applicable Letter of Credit Issuer
thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s applicable Pro Rata Share of such payment
from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.


 


(iii)            
Documentation.
Upon the request of any applicable Lender, the Agent shall furnish to such Lender copies of any Letter of Credit, reimbursement agreements
executed in connection therewith, applications for any Letter of Credit, and such other documentation relating to such Letter of Credit
as may reasonably be requested by such Lender.


 


(iv)            
Obligations
Irrevocable. The obligations of each applicable Lender to make payments to the Agent with respect to any applicable Letter of Credit
or with respect to their participation therein or with respect to the Revolving Loans made as a result of a drawing under a Letter of
Credit and the obligations of the Borrower for whose account the Letter of Credit was issued to make payments to the Agent, for the account
of the applicable Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any
of the following circumstances:


 






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(A)            
any lack
of validity or enforceability of this Agreement or any of the other Loan Documents;


 


(B)            
the existence
of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit
or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Agent, the applicable
Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any applicable Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any other Person and
the beneficiary named in any Letter of Credit);


 


(C)            
any draft,
certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect;


 


(D)            
the surrender
or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;


 


(E)            
the occurrence
of any Default or Event of Default; or


 


(F)            
the failure
of the Borrower to satisfy the applicable conditions precedent set forth in Article IX.


 


(c)           
Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of the Borrower
received by the Agent with respect to any Letter of Credit and distributed by the Agent to the applicable Lenders on account of their
respective participations therein is thereafter set aside, avoided or recovered from the Agent or the applicable Letter of Credit Issuer
in connection with any receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon demand by the Agent, pay to the Agent
their respective applicable Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required
to be paid by the Agent or the applicable Letter of Credit Issuer upon the amount required to be repaid by it. Unless the Agent receives
notice from the Borrower prior to the date on which any payment is due to the applicable Lenders that the Borrower will not make such
payment in full as and when required, the Agent may assume that the Borrower have made such payment in full to the Agent on such date
in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each
applicable Lender on such due date an amount equal to the amount then due such applicable Lender. If and to the extent the Borrower have
not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together
with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.


 


(d)           
Indemnification by Lenders. To the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower
hereunder, the Lenders agree to indemnify the applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata
Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’
fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit
Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted
by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender
shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified
(as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the foregoing, each
Lender agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses
payable by the Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for
such costs and expenses by the Borrower. The agreement contained in this Section 13.15(c) and (d) shall survive payment
in full of all other Obligations.


 






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13.16       
Concerning the Collateral and the Related Loan Documents.
Each Lender authorizes and directs each Appointed Agent to enter into the other Loan Documents, including any Intercreditor Agreement,
for the ratable benefit and obligation of the Appointed Agents and the Lenders. Each Lender agrees that any action taken by any Appointed
Agent or the Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise
by any Appointed Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such
other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Loans,
applicable Agent Advances, applicable Swingline Loans, Secured Hedge Agreements and Secured Cash Management Agreements and all interest,
fees and expenses hereunder constitute one Debt, secured equally by all of the applicable Collateral, subject to the order of distribution
set forth in Section 10.2.


 


13.17        
Field Examination; Disclaimer by Lenders. By signing
this Agreement, each Lender:


 


(a)        is
deemed to have requested that an Appointed Agent furnish such Lender, promptly after it becomes available, a copy of each Field Examination
(each, a “Report” and collectively, “Reports”) prepared by or on behalf of any Appointed Agent;


 


(b)        expressly
agrees and acknowledges that each Appointed Agent (i) makes no representation or warranty as to the accuracy of any Report and (ii) shall
not be liable for any information contained in any Report;


 


(c)        expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that any Appointed Agent or other party performing
any audit or examination will inspect only specific information regarding the Obligors and will rely significantly upon the Obligors’
books and records, as well as on representations of Obligors’ personnel;


 


(d)        agrees
to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report
in any other manner; and


 


(e)        without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each Appointed Agent and
any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender
may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or
may make to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan
or loans of the Borrower; and (ii) to pay and protect, and indemnify, defend and hold each Appointed Agent and any such other Person preparing
a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs)
incurred by such Appointed Agent and any such other Person preparing a Report as the direct or indirect result of any third parties who
might obtain all or part of any Report through the indemnifying Lender.


 


13.18        
Relation Among Lenders. The Lenders are not partners
or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in the case of the
Appointed Agents) authorized to act for, any other Lender.


 






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13.19        
Arrangers; Co-Syndication Agents; Co-Documentation Agents(a).
Each of the parties to this Agreement acknowledges that, other than any rights and duties explicitly assigned to the Arrangers under this
Agreement, the Arrangers do not have any obligations hereunder and shall not be responsible or accountable to any other party hereto for
any action or failure to act hereunder. Without limiting the foregoing, no Arranger shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on the Arrangers in deciding to enter into this Agreement
or in taking or not taking action hereunder.


 


(b)       No
Lender identified on the facing page of this Agreement as a “Co-Syndication Agent” or a “Co-Documentation Agent”
shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders
as such. Without limiting the foregoing, no Lender identified as a “Co-Syndication Agent” or a “Co-Documentation Agent”
shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will
not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


13.20        
The Register.


 


(a)    
The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary
account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing
made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and
amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower
to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable
share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Loans
and Commitments only) at the office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon
reasonable prior notice. The entries in the Register shall be conclusive absent
manifest error, and the Borrower, the Administrative Agent, and the Lenders shall treat each person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation
of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any
claim against the Agent. The Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and
their assignees in and to such Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer
in the applicable Register. Upon the request of any Lender made through the Agent, the Borrower shall execute and deliver to such Lender
(through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto. Solely for purposes of this Section 13.20, the Agent shall be the Borrower’s agent for purposes
of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account
of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Loans and Letters of Credit will
be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2)
of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code
or such regulations).


 


(b)   
In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any
other Loan Document, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on
which it enters the name of all Participants in the Loans held by it and the principal amount (and related interest thereon) of the portion
of the Loans or Commitments which are the subject of the participation (the “Participant Register”). A Loan or Commitment
may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly
so provide). Any participation of such Loans or Commitments may be effected only by the registration of such participation on the Participant
Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit
or its other obligations under any Loan Document) 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 45.103-1(c5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error.,
and the Lenders shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as a participant
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.


 






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(c)Each
Register shall be maintained by the Agent as a non-fiduciary agent of the Borrower. Each Register shall be conclusive absent manifest
error.


 


13.21        
Secured Cash Management Agreements and Secured Hedge Agreements.
Except as otherwise expressly set forth herein or in the Guarantee Agreement or any Security Document, no Cash Management Bank or Hedge
Bank that obtains the benefits of any Guaranty or any Collateral by virtue of the provisions hereof or of the Guarantee Agreement or any
Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any
other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding any other provision
of this Article XIII to the contrary, the Agent shall not be required to verify the payment of, or that other satisfactory arrangements
have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Agent
has received written notice of such Obligations, together with such supporting documentation as the Agent may request, from the applicable
Cash Management Bank or Hedge Bank, as the case may be.


 


13.22
        Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any
Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts
a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because
the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance
that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent
fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest
and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not
such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to
set-off and apply any and all amounts at any time owing to such Lender under this Agreement or ,
any other Loan Document or otherwise against any amount
due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement
of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction
or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section
13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the
obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.


 


13.23
        Erroneous
Payment.


 


(a)                
Each Lender and each Letter of Credit Issuer (and each Participant of any of the
foregoing, by its acceptance of a Participation) hereby acknowledges and agrees that if the Agent notifies such Lender or Letter of Credit
Issuer that the Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Lender or Letter
of Credit Issuer (any of the foregoing, a “Payment Recipient”) from the Agent (or any of its Affiliates) were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient)
(whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
and demands the return of such Payment, such Payment Recipient shall promptly, but in no event later than one Business Day thereafter,
return to the Agent the amount of any such Payment as to which such a demand was made. A notice of the Agent to any Payment Recipient
under this Section shall be conclusive, absent manifest error.


 






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(b)               
Without limitation of clause (a) above, each Payment Recipient further acknowledges
and agrees that if such Payment Recipient receives a Payment from the Agent (or any of its Affiliates) (x) that is in an amount, or on
a date different from the amount and/or date specified in a notice of payment sent by the Agent (or any of its Affiliates) with respect
to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment
Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands
and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error)
with respect to such Payment. Each Payment Recipient agrees that, in each such case, it shall promptly notify the Agent of such occurrence
and, upon demand from the Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Agent the amount
of any such Payment (or portion thereof) as to which such a demand was made.


 


(c)                
Any Payment required to be returned by a Payment Recipient under this Section shall
be made in same-day funds in the currency so received, together with interest thereon in respect of each day from and including the date
such Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent at the greater
of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from
time to time in effect. Each Payment Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable
law, hereby waives, any right to retain such Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar
right to any demand by the Agent for the return of any Payment received, including without limitation any defense based on “discharge
for value” or any similar doctrine.


 


(d)               
The Borrower and each other Subsidiary hereby agrees that (x) in the event an erroneous
Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the
Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay,
repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Subsidiary except, in each case, to the extent
such erroneous Payment is, and with respect to the amount of such erroneous Payment that is, comprised of funds of the Borrower or any
other Subsidiary.


 


(e)                
Each party’s obligations, agreements and waivers under this Section 13.23 shall
survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Letter
of Credit Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion
thereof) under any Loan Document.


 


ARTICLE
XIV



MISCELLANEOUS


 


14.1            
No Waivers; Cumulative Remedies. No failure by
any Appointed Agent or any Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement hereto,
or in any other Loan Documents, or delay by any Appointed Agent or any Lender in exercising the same, will operate as a waiver thereof.
No waiver by any Appointed Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated.
No waiver by any Appointed Agent or the Lenders on any occasion shall affect or diminish any Appointed Agent’s and each Lender’s
rights thereafter to require strict performance by the Obligors of any provision of this Agreement and the other Loan Documents. Each
Appointed Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive
of any other right or remedy which the Appointed Agent or any Lender may have.


 


14.2            
Severability. The illegality or unenforceability
of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect
or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.


 






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14.3            
Governing Law; Choice of Forum; Service of Process.


 


(a)                
THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


(b)               
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA LOCATED IN NEW YORK COUNTY, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENCE,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY
LOAN DOCUMENT. NOTWITHSTANDING THE FOREGOING: (i) THE AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER,
ANY GUARANTOR OR ANY COLLATERAL IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON
THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (ii) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.


 


(c)                
EACH OF THE PARTIES HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE APPLICABLE ADDRESS SET FORTH IN SECTION 14.8
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAILS POSTAGE PREPAID.


 


14.4            
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION
OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT
TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY
IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


14.5            
Survival of Representations and Warranties. All
of the Borrower’s and other Obligors’ representations and warranties contained in this Agreement and the other Loan Documents
shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the Agent or the Lenders
or their respective agents.


 


14.6            
Other Security and Guarantees. The Agent may,
without notice or demand and without affecting the Borrower’s or any Obligor’s obligations hereunder, from time to time: (a)
take from any Person and hold collateral (other than the Collateral) for the payment of all or any part of the Obligations and exchange,
enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part
of the Obligations and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral
as security for the payment of all or any part of the Obligations, or any other Person in any way obligated to pay all or any part of
the Obligations.


 






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14.7            
Fees and Expenses. Except for the costs and expenses
relating to Field Examinations, which shall be covered by Section 8.4, the Borrower agrees (a) if the Closing
Restatement Effective Date occurs, to pay or reimburse
the Agent, the Collateral Agent and the Arrangers (without duplication) for all reasonable and documented or invoiced out-of-pocket costs
and expenses associated with the syndication of the Revolving Credit Facility and the preparation, execution and delivery, administration,
amendment, modification, waiver and/or enforcement of this the
Restatement Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the
case of legal costs and expenses to the Attorney Costs) and (b) to pay or reimburse the Agent and the Collateral Agent for all reasonable
and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under
this Agreement or the other Loan Documents (such costs and expenses to be limited in the case of legal costs and expenses to the Attorney
Costs). Subject to the limitations above, the foregoing costs and expenses shall include all reasonable and documented or invoiced search,
filing, recording and title insurance charges and fees related thereto, all reasonable and documented or invoiced costs and expenses in
connection with the opening and maintenance of the Concentration Account. The agreements in this Section 14.7 shall survive the
Termination Date and repayment of all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (20)
Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.


 


14.8            
Notices. Except as otherwise provided herein,
all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications
device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including,
but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States
mail, first class, certified or registered, with postage prepaid, or (c) in the case of notice by such a telecommunications device, when
properly transmitted, in each case addressed to the party to be notified as follows:


 


	 	If to the Agent:	BARCLAYS BANK PLC

745 Seventh Avenue

New York, NY 10019

Attention: Marguerite SuttonArup
Ghosh




 


	 	If to the Borrower:	PROPETRO SERVICES, INC.

1706 South Midkiff Road

Midland, TX 79701

Attention: Jeff SmithDavid
Schorlemer 




 


	 	If to a Lender or	 
	 	Letter of Credit Issuer:	To the address of such Lender or Letter of Credit Issuer set forth on the signature page hereto or on the Assignment and Acceptance for
such Lender, as applicable




 


or to such other address as each party may
designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration
or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.


 


14.9            
Binding Effect. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto. The rights
and benefits of the Agent and the Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the
Obligations or any part thereof.


 






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14.10        
Indemnity of the Agent, the Collateral Agent and the Lenders.
The Borrower agrees to defend, indemnify and hold all Agent-Related Persons, each Arranger, the
Co-Syndication Agents, the Co-Documentation Agents  and each Lender (without duplication) and each of their respective
Affiliates, officers, directors, employees, agents, controlling persons, advisors and other representatives, successors and permitted
assigns of the foregoing (each, an “Indemnified Person”) harmless from and against any and all losses, claims, costs,
damages and liabilities (collectively, “Losses”) of any kind or nature and the reasonable and documented or invoiced
out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (such expenses,
in the case of legal expenses, to be limited to the reasonable fees, disbursements and other charges of a single firm of counsel for all
Indemnified Persons, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may
include a single firm of special counsel acting in multiple jurisdictions) for all Indemnified Persons taken as a whole (and, in the case
of an actual or perceived conflict of interest, where the Indemnified Person(s) affected by such conflict notifies the Borrower of the
existence of such conflict and thereafter retains its own counsel, by such other firm of counsel for such affected Indemnified Person))
of any such Indemnified Person arising out of or relating to any claim, litigation, investigation or other proceeding or any actual or
alleged Release or threat of Release of any Contaminant at any facility or location currently or formerly owned or operated by Holdings
or the Borrower or any liability under Environmental Laws relating in any way to Holdings or the Borrower (including any inquiry or investigation
of the foregoing) (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or
proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third Person) that relates to the Transactions,
including the financing contemplated hereby and the use of proceeds hereof; provided that no Indemnified Person will be indemnified
for any Loss or related expense to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified
Person or any of its Affiliates or any of the officers, directors, employees, agents, controlling persons, advisors or other representatives,
successors or permitted assigns of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable
decision), (ii) a material breach of the obligations under this Agreement or the other Loan Documents of such Indemnified Person or any
of such Indemnified Person’s Affiliates or any of the officers, directors, employees, agents, controlling persons, advisors or other
representatives, successors or permitted assigns of any of the foregoing (as determined by a court of competent jurisdiction in a final
and non-appealable decision) or (iii) any claim, litigation, investigation or other proceeding that does not arise from any act or omission
by the Borrower or any of its Affiliates and that is brought by any Indemnified Person against any other Indemnified Person; provided
that the Agent, the Collateral Agent and the Arrangers to the extent fulfilling their respective roles as an agent or arranger under this
Agreement and the other Loan Documents and in their capacities as such, shall remain indemnified in respect of such proceedings to the
extent that none of the exceptions set forth in any of clauses (i) and (ii) of the immediately preceding proviso applies
to such person at such time. The agreements in this Section shall survive payment of all other Obligations. For the avoidance of doubt,
this Section 14.10 shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses or damages, with respect
to a non-Tax claim.


 


14.11        
Limitation of Liability. Notwithstanding any other
provision of this Agreement to the contrary, (i) no Indemnified Person shall be liable for any damages arising from the use by others
of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems,
except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person
or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling
persons, advisors or other representatives, successors or permitted assigns (as determined by a court of competent jurisdiction in a final
and non-appealable decision) and (ii) none of the Borrower, the other Obligors or any of their respective Subsidiaries or Affiliates,
or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation,
any loss of profits, business or anticipated savings) in connection with this Agreement, the other Loan Documents, the Transactions (including
the use of proceeds hereof), or with respect to any activities related to this Agreement and the other Loan Documents, including the preparation
of this Agreement and the other Loan Documents; provided that nothing in this Section 14.11 shall limit the Borrower’s
indemnity and reimbursement obligations set forth in Section 14.10 to the extent that such indirect, special, punitive or consequential
damages are included in any claim by a third party unaffiliated with the applicable Indemnified Person with respect to which the applicable
Indemnified Person is entitled to indemnification as set forth in Section 14.10.


 






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14.12        
Final Agreement. This Agreement and the other
Loan Documents are intended by the parties hereto to be the final, complete, and exclusive expression of the agreement between them. This
Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof, except for the fee provisions
in Section 1(i) of the Engagement Letter.


 


14.13        
Counterparts; Facsimile Signatures. This Agreement
may be executed in any number of counterparts, and by the Agent, the Collateral Agent, the Letter of Credit Issuers, each Lender and the
Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement;
signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document. This Agreement and the other Loan Documents may be executed by facsimile or other electronic
communication and the effectiveness of this Agreement and the other Loan Documents and signatures thereon shall have the same force and
effect as manually signed originals and shall be binding on all parties thereto. The Agent may require that any such documents and signatures
be confirmed by a manually-signed original thereof, provided that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile signature.


 


14.14        
Captions. The captions contained in this Agreement
are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any
provision.


 


14.15         Right
of Setoff. In addition to any rights and remedies of
the Lenders provided by Law, if an Event of Default is then continuing or the Loans have been accelerated prior to the Stated
Termination Date, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any
Guarantor, any such notice being waived by each Obligor to the fullest extent permitted by Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing
by, such Lender or any Affiliate of such Lender to or for the credit or the account of the Borrower or any Guarantor against any and
all Obligations then due and owing by an Obligor under this Agreement or any other Loan Document to such Lender, now or hereafter
existing, irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any Loan Document.
Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING,
NO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE
BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.


 


14.16        
Confidentiality. Each Lender, each Letter of Credit
Issuer and the Agent severally agrees to treat confidentially and not publish, disclose or otherwise divulge any non-public information
provided to any of them or any of their Affiliates by or on behalf of the Borrower or any of its Subsidiaries or in connection with this
Agreement, the other Loan Documents or the Transactions; provided that nothing herein shall prevent such Person from disclosing
any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative
proceeding, or otherwise as required by applicable law, rule or regulation, or compulsory legal process based on the reasonable advice
of counsel (in which case such Person agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory
authority or Governmental Authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable
Law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority
having jurisdiction or purporting to have jurisdiction over such Person or any of its Affiliates (in which case such Person agrees (except
with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory
authority), to the extent practicable and not prohibited by applicable Law, rule or regulation, to inform you promptly thereof prior to
disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Person
or any of its Affiliates or any related parties thereto (including any of the persons referred to in clause (f) below) in violation of
any confidentiality obligations owing to the Borrower or any of its Subsidiaries or Affiliates, (d) to the extent that such information
is or was received by such Person from a third party that is not, to such Person’s knowledge, subject to contractual or fiduciary
confidentiality obligations owing to the Borrower, any of its Subsidiaries or Affiliates, (e) to the extent that such information is independently
developed by such Person or its Affiliates without the use of any confidential information and without violating the terms of this Agreement,
(f) to such Person’s Affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors,
professionals and other experts or agents who need to know such information in connection with this Agreement and who are informed of
the confidential nature of such information or who are subject to customary confidentiality obligations of professional practice (with
such Person, to the extent within its control, responsible for such person’s compliance with this Section 14.16), (g) for
purposes of establishing a “due diligence” defense and (h) to potential or prospective Lenders, Participants or Assignees
and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to the Borrower or any of its Subsidiaries,
in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided
that, for purposes of this clause (h), (i) the disclosure of any such information to any Lenders, hedge providers, Participants
or Assignees, or prospective Lenders, hedge providers, Participants or Assignees referred to above shall be made subject to the acknowledgment
and acceptance by such Lender, hedge provider, Participant or Assignee, or prospective Lender, hedge provider, Participant or Assignee
that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise
reasonably acceptable to the Borrower and such Person) in accordance with the standard syndication processes of the Agent or customary
market standards for dissemination of such type of information, which shall in any event require “click through” or other
affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by such Person to any
person that is at such time a Disqualified Lender.


 






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14.17        
Conflicts with Other Loan Documents. Unless otherwise
expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this
Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained
in this Agreement shall govern and control.


 


14.18        
No Fiduciary Relationship. Each Obligor acknowledges
and agrees that, (i) in connection with all aspects of each transaction contemplated by this Agreement, the Obligors, on the one hand,
and the Appointed Agents, the Arrangers, the Lenders and each of their Affiliates through which they may be acting (collectively, the
“Applicable Entities”), on the other hand, have an arms-length business relationship that creates no fiduciary duty
on the part of any Applicable Entity, and each Obligor expressly disclaims any fiduciary relationship, (ii) the Applicable Entities may
be engaged in a broad range of transactions that involve interests that differ from those of such Obligor, and no Applicable Entity has
any obligation to disclose any of such interests to such Obligor and (iii) such Obligor has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate. Each Obligor further acknowledges and agrees that such Obligor is responsible
for making its own independent judgment with respect to the transactions contemplated by this Agreement and the process leading thereto,
and agrees that it will not claim that the Applicable Entities have rendered advisory services of any nature or respect, or owe a fiduciary
or similar duty to such Obligor or its affiliates, in connection with such transactions or the process leading thereto.


 


14.19        
Judgment Currency. If for the purpose of obtaining
judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”)
into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with
normal banking procedures, the Agent could purchase in the New York foreign exchange market, the Original Currency with the Second Currency
on the date two (2) Business Days preceding that on which judgment is given. Each Obligor agrees that its obligation in respect of any
Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the
extent that, on the Business Day following the date the Agent receives payment of any sum so adjudged to be due hereunder in the Second
Currency, the Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original
Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so
purchased is less than the amount originally due in the Original Currency, each Obligor agrees as a separate obligation and notwithstanding
any such payment or judgment to indemnify the Agent against such loss. The term “rate of exchange” in this Section 14.19
means the spot rate at which the Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency
with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.


 






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14.20        
USA PATRIOT Act. Each Lender that is subject to
the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies each Obligor that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address
of each Obligor and other information that will allow such Lender or the Agent, as applicable, to identify each Obligor in accordance
with the Act. Each Obligor shall, promptly following a request by the Agent or any Lender, provide all documentation and other information
that the Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer”
an and anti-money
laundering rules and regulations, including the Act.


 


14.21        
Acknowledgement and Consent to Bail-In of EEA Financial Institutions.



 


(a)            
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any
such parties, each party hereto acknowledges that any liability of any EEA Affected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEA the
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(i)              the application of any Write-down and Conversion
Powers by an EEA the applicable
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA
Affected Financial Institution; and


 


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


 


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


 


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


 


(C)              
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any
EEA Resolution Authority.the applicable Resolution Authority.


 


[Remainder
of Page Left Blank]


 


IN
WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.


 


	 	PROPETRO HOLDING CORP., as Holdings
	 	
	 	By:	
	 		Name:
	 		Title:



 






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	 	PROPETRO SERVICES, INC., as the Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




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	 	BARCLAYS BANK PLC, as the Agent, the Collateral Agent, a Letter of Credit Issuer, the Swingline Lender and a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






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	 	JPMORGAN CHASE BANK, N.A.,

as a Letter of Credit Issuer and a Lender
	 	 
	 	By:	 




 






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14.22        
Acknowledgement Regarding any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or
instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States):


 


(a)
       In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC
Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation
and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or
a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the
Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation
of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no
event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


(b)       As
used in this Section 14.22, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12
U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2
or 382.1, as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


14.23        
Certain ERISA Matters


 


(a)             
Each Lender (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Subsidiary,
that at least one of the following is and will be true:


 






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


 


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


 


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


 


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


 


(b)   
In addition, unless either (1) sub-clause (i) in the immediately preceding clause
(a) is true with respect to a Lender or (2) 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, 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 Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Subsidiary,
that the Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or
thereto).


 


[Signature
Pages Intentionally Omitted]


 






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	 	Name:
	 	Title:







 






     


     


    

 


	 	ROYAL BANK OF
    CANADA., as a Lender and as an 

    Additional Lender
	 	 
	 	By:	 
	 	          Name:
	 	          Title:
	 	 
	 	GOLDMAN SACHS
    BANK USA, as a Lender and as

    an Additional Lender
	 	 
	 	By:	 
	 	          Name:
	 	          Title:
	 	 
	 	CREDIT
    SUISSE ag, cAYMAN iSLANDS bRANCH, 

    as a Lender and as an Additional Lender
	 	 
	 	By:	         
	 	          Name:
	 	          Title:
	 	 
	 	By:  	 
	 	          Name:   
	 	          Title:
	 	 
	 	SIEMENS FINANCIAL
    SERVICES, INC., 

    as a Lender and as an Additional Lender
	 	 
	 	By:	 
	 	          Name:    
	 	          Title:
	 	 
	 	By:	 
	 	          Name:   
	 	          Title:




 









     


     


    

 


Schedule 1.1


 


Lenders’ Commitments


 


	Lender	Revolving Credit Commitment	
    Applicable

    Percentage

	
    Barclays Bank PLC

    JPMorgan Chase Bank, N.A.

    Goldman Sachs Bank USA

    Royal
    Bank of CanadaBank
    of America, N.A.

    Credit Suisse AG,
    Cayman Islands Branch

    Siemens Financial
    Services, Inc.
	
    $75,000,000$38,000,000.00

    $75,000,000$37,333,333.34

    $66,000,000$37,333,333.33

    $36,000,000$37,333,333.33

     

    $28,000,000

    $20,000,000

     
	
    25%25.333333333%

    25%24.888888893%

    22%24.888888887%

    12%24.888888887%

    9.33%

    6.66%

     

	Total	$300,000,000$150,000,000.00	100%


 


L/C Commitments


 


	Lender	L/C Commitment	
    Applicable

    Percentage

	
    Barclays Bank PLC

    JPMorgan Chase Bank, N.A.
	
    $12,500,000.00

    $12,500,000.00
	
    50%

    50%

	Total	$25,000,000.00	100%