Exhibit 10.1


 


Execution Version


 


FIFTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT
TO CREDIT AGREEMENT, dated as of March 18, 2021 (this “Agreement”), by and among the undersigned
Lenders, ENVIVA PARTNERS, LP, a Delaware limited partnership (the “Administrative Borrower”), ENVIVA,
LP, a Delaware limited partnership (the “Subsidiary Borrower” and, together with the Administrative Borrower,
the “Borrowers”), CERTAIN SUBSIDIARIES OF THE ADMINISTRATIVE BORROWER, as Guarantors, and BARCLAYS BANK
PLC (“Barclays”), as Administrative Agent and Collateral Agent.


 


RECITALS:


 


WHEREAS, reference
is hereby made to the Credit Agreement, dated as of April 9, 2015 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time prior to giving effect to this Agreement, the “Existing Credit Agreement”),
by and among the Administrative Borrower, the Lenders party thereto from time to time, Barclays, as Administrative Agent and as
Collateral Agent, and the other Persons party thereto.


 


WHEREAS, each
of the parties hereto has agreed to amend the Existing Credit Agreement in the manner set forth in Section 3 hereof subject
to the terms and conditions set forth herein.


 


WHEREAS, each
Loan Party party hereto expects to realize substantial direct and indirect benefits as a result of this Agreement becoming effective
and agrees to reaffirm its obligations pursuant to the Amended Credit Agreement, the Security Documents and the other Loan Documents
to which it is a party.


 


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


 


1.          Defined
Terms; Interpretation; Etc.      Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The rules of construction
specified in Sections 1.02 of the Amended Credit Agreement also apply to this Agreement, mutatis mutandis, as if
fully set forth herein.


 


2.           Amendments
to the Loan Documents. Each of the parties hereto agrees that, on and as of the Fifth Amendment Effective Date and subject
to the terms and conditions set forth in this Agreement, the Existing Credit Agreement shall be amended 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 the pages attached as Exhibit A hereto (the Existing Credit Agreement as amended hereby,
the “Amended Credit Agreement”.


 


3.            Representations
and Warranties. By its execution of this Agreement, each Loan Party hereby represents and warrants that, as of the date hereof:


 


		a.	Each Loan Party (i) has the organizational power and authority to execute, deliver and carry
out the terms of this Agreement, (ii) has taken all necessary organizational action to authorize the execution, delivery and
performance of this Agreement and (iii) has duly executed and delivered this Agreement.



 






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		b.	This Agreement and the Amended Credit Agreement constitute legal, valid and binding obligations
of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally,
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.



 


		c.	The representations and warranties of each Loan Party set forth in Article III of the
Amended Credit Agreement and in each other Loan Document are true and correct in all material respects (other than representations
and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the date hereof
with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations were true and correct in all material respects as of such earlier
date;



 


		d.	Immediately before and after giving effect to this Agreement, no Default or Event of Default has
occurred and is continuing.



 


4.            Conditions
Precedent to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions
(the first date on which all such conditions are satisfied, the “Fifth Amendment Effective Date”):


 


		a.	Execution of this Agreement. The Administrative Agent shall have received duly executed
counterparts of this Agreement from the Administrative Agent, Collateral Agent, each Lender, the Borrowers and each other Loan
Party.



 


		b.	Payment of Fees and Expenses. The Borrowers shall have paid (or caused to be paid), to the
extent invoiced prior to the Fifth Amendment Effective Date, all costs, fees and expenses of the Administrative Agent and the Collateral
Agent (including, without limitation, legal fees and expenses) associated with the preparation, negotiation, execution and delivery
of this Agreement.



 


		c.	Representations and Warranties. The representations and warranties set forth in Section 3
hereof shall be true and correct in all material respects (other than representations and warranties that are qualified by materiality,
which shall be true and correct in all respects) on and as of the Fifth Amendment Effective Date with the same effect as though
made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which
case such representations shall be true and correct in all material respects as of such earlier date.



 


		d.	No Default or Event of Default. As of the Fifth Amendment Effective Date, immediately before
and after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing.



 






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		e.	Patriot Act, Etc. The Administrative Agent and each Lender shall have received at least
three (3) Business Days prior to the Fifth Amendment Effective Date (a) all documentation and other information required
by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested by any Lender at least
five (5) Business Days in advance of the Fifth Amendment Effective Date and (b) a Beneficial Ownership Certificate with
respect to each Borrower.






 


		f.	Legal Opinions. The Administrative Agent shall have received, on behalf of itself, the
Collateral Agent, the Issuing Banks and the Lenders, the favorable written opinion of Vinson & Elkins LLP, counsel for
the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, dated the Fifth Amendment Effective
Date and addressed to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders.



 


		g.	Solvency Certificate. The Administrative Agent shall have
received a Solvency Certificate signed by a Financial Officer, substantially in the form delivered previously pursuant to the
Existing Credit Agreement, certifying that the Administrative Borrower and its Subsidiaries are,
on a consolidated basis after giving effect to this Agreement, Solvent.



 


		h.	Closing Certificate. The Administrative Agent shall have
received a certificate substantially in the form of Exhibit R to the Existing Credit
Agreement signed by a Responsible Officer of the Administrative Borrower as to the matters set forth in clauses (c) and (d) of
this Section 4.



 


		i.	Secretary’s Certificate. The Administrative Agent shall have received, with respect
to the Borrowers and each other Loan Party, (i) Organizational Documents certified to be true and complete as of a recent
date by the appropriate Governmental Authority of the state or jurisdiction of its incorporation, formation or organization, where
applicable, and certified by a Secretary or Assistant Secretary of such Loan Party to be true and complete as of the Fifth Amendment
Effective Date, and a certificate as to the good standing of such Loan Party in such jurisdiction; (ii) a certificate of the
Secretary or Assistant Secretary of each Loan Party substantially in the form delivered previously pursuant to the Existing Credit
Agreement, dated the Fifth Amendment Effective Date, and certifying (A) that attached thereto is a true and complete copy
of the limited liability company agreement, limited partnership agreement or bylaws, as applicable, or, in the case of the Administrative
Borrower, the LP Agreement, in each case, as in effect on the Fifth Amendment Effective Date, (B) that attached thereto is
a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party (and,
if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of this Agreement and,
as to the Borrowers, the borrowings from time to time under the Amended Credit Agreement, and that such resolutions have not been
modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, formation
or organization, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on
the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen
signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such
Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant
Secretary executing the certificate pursuant to clause (ii) above.



 






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5.           Reaffirmations.


 


		a.	Each Loan Party, subject to the terms and limits contained in the Amended Credit Agreement and
in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or
increased pursuant to the Amended Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents.
Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment
of the Existing Credit Agreement effected pursuant to this Agreement. Each Loan Party hereby confirms that each Loan Document to
which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its
obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement.



 


		b.	Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise
bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Loan
Documents, the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for
the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title
and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever
located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations
as amended, reaffirmed and/or increased pursuant to the Amended Credit Agreement), subject to the terms contained in the applicable
Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable,
under and subject to the terms of each Loan Document to which it is a party.



 


6.         Subsidiary
Borrower Acknowledgments. The Subsidiary Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement,
it will be deemed to be party to, and a “Borrower” under, the Amended Credit Agreement. The Subsidiary Borrower hereby
ratifies, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended Credit Agreement and
the other Loan Documents applicable to a “Borrower”. The Subsidiary Borrower acknowledges and confirms that it has
received a copy of the Amended Credit Agreement and the schedules and exhibits thereto.


 






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7.            Amendment,
Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.08
of the Amended Credit Agreement.


 


8.           Entire
Agreement. This Agreement, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among
the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings,
both written and oral, among the parties or any of them with respect to the subject matter hereof.


 


9.            Effect
of the Amendment. On and after the Fifth Amendment Effective Date, (i) each reference to the “Credit Agreement”
in any Loan Document shall be deemed to be a reference to the Amended Credit Agreement, (ii) the terms “Agreement”,
 “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and
words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, mean the Amended
Credit Agreement, (iii) this Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit
Agreement and the other Loan Documents. Except as expressly provided in this Agreement, all Loan Documents shall continue to be
in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this
Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the
Loan Documents, nor constitute a waiver of any provision of the Loan Documents. Each of the parties hereto acknowledges and agrees
that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of the Existing Credit Agreement.


 


10.           GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON,
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY
LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.


 


11.           Miscellaneous.
The provisions of Sections 9.11 and 9.15 of the Amended Credit Agreement are incorporated by reference herein and
made a part hereof.


 


12.           Severability.
In case any provision in or obligation hereunder or under any other Loan Document shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 






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13.            Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and
the same contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other customary
means of electronic transmission (e.g., “.pdf”) shall be as effective as delivery of a manually executed counterpart
hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like
import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation amendments, waivers and consents) shall be deemed to include electronic signatures on electronic platforms approved
by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature 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. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute
the Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.


 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Barclays Bank PLC
	 	as a Lender and an Issuing Bank
	 	 
	 	 
	 	By: 	/s/ May Huang
	 	Name:   May Huang
	 	Title: Assistant Vice President



 


[Signature Page to
Fifth Amendment to Credit Agreement]


 






     


     


    

 


	BARCLAYS BANK PLC,	 
	as Administrative Agent and
    Collateral Agent	 
	 	 
	 	 
	By:	/s/ May Huang	 
	 	Name: May Huang	 
	 	Title: Assistant Vice President	 




 


[Signature Page to
Fifth Amendment to Credit Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	AGFIRST FARM CREDIT BANK,
    as a Lender
	 	 
	 	 
	 	By: 	/s/ Stephen J. O’Shea
	 	Name:   Stephen J. O’Shea
	 	Title: Vice President




 


[Signature Page to
Fifth Amendment to Credit Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	American AgCredit, PCA,
    as a Lender
	 	 
	 	 
	 	By: 	/s/ Daniel K Hansen
	 	Name:   Daniel K. Hansen
	 	Title: Assistant Vice President




 


[Signature Page to
Fifth Amendment to Credit Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Bank
    of Montreal, Chicago Branch, as a Lender
	 	 
	 	 
	 	By:	/s/ Darren Thomas
	 	Name:   Darren
    Thomas
	 	Title: Director




 


[Signature Page to
Fifth Amendment to Credit Agreement]


 









     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Citibank,
    N.A.,
	 	as a Lender
    and an Issuing Bank
	 	 
	 	 
	 	By:	/s/ Greg Kantrowitz
	 	Name:   Greg Kantrowitz
	 	Title: Director
    / Vice President




 


[Signature Page to
Fifth Amendment to Credit Agreement]


 









     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Farm
    Credit East, ACA, as a Lender
	 	 
	 	 
	 	By:	/s/ Eric W Pohlman
	 	Name:   Eric W Pohlman
	 	Title:
    Vice President




 


[Signature Page to
Fifth Amendment to Credit Agreement]


 









     


     


    

 






IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Greenstone Farm Credit Services, ACA, as a

Lender
	 	 
	 	 
	 	By:	 /s/ Shane Prichard             
	 	Name: Shane Prichard
	 	Title:  VP of Capital Markets



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    




 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Goldman Sachs Bank USA, as a Lender and an

Issuing Bank
	 	 
	 	 
	 	By: 	/s/ Dan Martis
	 	Name: Dan Martis
	 	Title:  Authorized Signatory



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    




 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	HSBC Bank USA, N.A., as a Lender
	 	 
	 	 
	 	By:	 /s/ Michael Madden
	 	Name: Michael Madden
	 	Title:  Vice President



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    




 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	JP Morgan Chase Bank, N.A., as a Lender
	 	 
	 	 
	 	By: 	/s/ Devin Roccisano
	 	Name: Devin Roccisano
	 	Title:  Executive Director



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    




 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Northwest Farm Credit Services, as a Lender
	 	 
	 	 
	 	By:	 /s/ Kaylee Semprimoznik
	 	Name: Kaylee Semprimoznik
	 	Title:  Relationship Manager



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    




 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth
above.


 


	 	Royal Bank of Canada, as a Lender
	 	 
	 	 
	 	By:	 /s/ Mark W. Condon
	 	Name: Mark W. Condon
	 	Title:  Authorized Signatory



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    




 


	 	ENVIVA PARTNERS, LP
	 	By: ENVIVA PARTNERS GP, LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Shai S. Even    
	 	Name:  Shai S. Even
	 	Title:    Executive Vice President Financial Officer
	 	 
	 	 
	 	ENVIVA, LP
	 	By: ENVIVA GP, LLC, as its sole general partner
	 	 
	 	 
	 	By:	/s/ Shai S. Even         
	 	Name:  Shai S. Even
	 	Title:   Executive Vice President Financial Officer



 


[Signature
Page to Fifth Amendment to Credit Agreement]




 






     


     


    

 


	 	GUARANTORS:
	 	 
	 	 
	 	Enviva GP, LLC
	 	 
	 	 
	 	By:	 /s/ Shai S. Even                                             
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Partners Finance Corp.
	 	 
	 	 
	 	By:	/s/ Shai S. Even            
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Pellets Waycross Holdings, LLC
	 	 
	 	 
	 	By:	 /s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Pellets Waycross Holdings Sub, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Energy Services, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer



 


[Signature Page to Fifth Amendment to Credit Agreement]


 






     


     


    

 











	 	Enviva
    Pellets Ahoskie, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even                                 
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer 
	 	 
	 	 
	 	Enviva
    Pellets Amory, LLC 
	 	 
	 	 
	 	By:	/s/ Shai S. Even   
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva
    Pellets Cottondale, LLC 
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva
    Pellets Northampton, LLC 
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva
    Pellets Sampson, LLC 
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer



 


[Signature Page to
Fifth Amendment to Credit Agreement]


 






     


     


    

 


	 	Enviva Pellets Southampton, LLC
	 	 
	 	 
	 	By:	 /s/ Shai S. Even                     
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and Chief Financial Officer
	 	 
	 	 
	 	Enviva Pellets Waycross, LLC
	 	 
	 	 
	 	By:	 /s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and Chief Financial Officer
	 	 
	 	 
	 	Enviva Port of Chesapeake,
    LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Port of Panama City, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Port of Savannah, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 



     


     


    













 










	 	Enviva Port of Wilmington, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even                      
	 	 	Name: Shai S. Even
	 	 	Title:   Executive Vice President and Chief
Financial Officer
	 	 
	 	 
	 	Enviva Pellets Greenwood Holdings II, LLC
	 	 
	 	 
	 	By:	 /s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Pellets Greenwood Holdings, LLC
	 	 
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and
Chief Financial Officer
	 	 
	 	 
	 	Enviva Pellets Greenwood, LLC
	 	 
	 	 
	 	By:	 /s/ Shai S. Even
	 	 	Name:  Shai S. Even
	 	 	Title:    Executive Vice President and Chief Financial Officer



 


[Signature Page to Fifth Amendment
to Credit Agreement]


 









     


     


    








Exhibit A


 


Amended Credit Agreement


 


[see attached]


 






    


    


    

 


Table of Contents


Page


 


AMENDED AND
RESTATED CREDIT AGREEMENT


 


(as
amended by the Fifth Amendment to Credit Agreement, dated as of March 18, 2021)


dated as of


 


October 18, 2018


 


among


 


ENVIVA PARTNERS, LP,

as Administrative Borrower,


 


ENVIVA,
LP,

as Subsidiary Borrower,


 


THE LENDERS PARTY HERETO


 


and


 


BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent


 





 



 


Barclays
BANK PLC,


AgFirst
Farm Credit Bank, American AgCredit, PCA, BANK OF MONTREAL, CITIGROUP GLobal Markets inc., Goldman Sachs Bank USA, HSBC Bank USA,
N.A., JPMorgan Chase Bank, N.A. and RBC CAPITAL MARKETS,

as Joint Bookrunners and Joint Lead Arrangers


 


and


 


AGFIRST FARM CREDIT BANK and AMERICAN AGCREDIT,
PCA,


as Co-Syndication Agents


 


and


 


BARCLAYS BANK PLC,


BANK OF MONTREAL, CITIGROUP GLOBAL MARKETS
INC., GOLDMAN SACHS BANK USA, HSBC BANK USA, N.A., JPMORGAN CHASE BANK, N.A. and RBC CAPITAL MARKETS,


as Co-Documentation Agents


 





 



 






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Page


 


TABLE
OF CONTENTS


 


Page


 


	Article I Definitions	2
	 	 	 
	Section 1.01	Defined Terms	2
	Section 1.02	Terms Generally	4856
	Section 1.03	Classification of Loans and Borrowings	4857
	Section 1.04	Covenant Compliance	4957
	Section 1.05	Divisions.	4957
	Section 1.06	Borrower Representative	57
	Section 1.07	Interest Rate; LIBOR Notification.	57
	 	 	 
	Article II The Credits		4958
	 	 	 
	Section 2.01	Commitments	4958
	Section 2.02	Loans	4958
	Section 2.03	Borrowing Procedure	5160
	Section 2.04	Evidence of Debt; Repayment of Loans	5161
	Section 2.05	Fees	5261
	Section 2.06	Interest on Loans	5463
	Section 2.07	Default Interest	5463
	Section 2.08	Alternate Rate of Interest	5463
	Section 2.09	Termination and Reduction of Commitments	5566
	Section 2.10	Conversion and Continuation of Borrowings	5666
	Section 2.11	Repayment of Term Borrowings	5768
	Section 2.12	Voluntary Prepayment	5868
	Section 2.13	Mandatory Prepayments	5869
	Section 2.14	Reserve Requirements; Change in Circumstances	6071
	Section 2.15	Change in Legality	6170
	Section 2.16	Breakage	6272
	Section 2.17	Pro Rata Treatment	6273
	Section 2.18	Sharing	6373
	Section 2.19	Payments	6374
	Section 2.20	Taxes	6474
	Section 2.21	Assignment of Commitments Under Certain Circumstances; Duty to Mitigate	6776
	Section 2.22	Defaulting Lender	6879
	Section 2.23	Swing Line Loans	7180
	Section 2.24	Letters of Credit	7283
	Section 2.25	Incremental Facilities	7785
	Section 2.26	Extension Amendments	7990
	Section 2.27	Refinancing Amendments	8292
	Section 2.28	Acknowledgment and Consent to Bail-In of EEAAffected Financial Institutions.	8395
	 	 
	Article III Representations and Warranties	8496
	 	 	 
	Section 3.01	Organization; Powers	8496
	Section 3.02	Authorization	8497



 






    i


     


    

 


Page


 


	Section 3.03	Enforceability	8497
	Section 3.04	Governmental Approvals; No Conflicts	8497
	Section 3.05	Financial Statements	8597
	Section 3.06	No Material Adverse Effect	8598
	Section 3.07	Title to Properties; Possession Under Leases	8598
	Section 3.08	Subsidiaries	8598
	Section 3.09	Litigation; Compliance with Laws	8598
	Section 3.10	No Default	8698
	Section 3.11	Federal Reserve Regulations	8699
	Section 3.12	Investment Company Act	8699
	Section 3.13	Use of Proceeds	8699
	Section 3.14	Taxes	8699
	Section 3.15	No Material Misstatements	8699
	Section 3.16	Employee Benefit Plans	8799
	Section 3.17	Environmental Matters	87100
	Section 3.18	Insurance	88101
	Section 3.19	Security Documents	88101
	Section 3.20	Real Property	89102
	Section 3.21	Solvency	89102
	Section 3.22	Reserved	89102
	Section 3.23	Anti-Terrorism Laws	89102
	Section 3.24	Labor Matters	90103
	Section 3.25	Intellectual Property; Licenses, Etc.	90103
	Section 3.26	Anti-Corruption Laws	90103
	 	 	 
	Article IV Conditions of Lending 	91104
	 	 
	Section 4.01	All Credit Events	91104
	Section 4.02	First Credit Event	91104
	 	 	 
	Article V Affirmative Covenants 	94107
	 	 
	Section 5.01	Existence; Compliance with Laws; Businesses and Properties	95108
	Section 5.02	Insurance	95108
	Section 5.03	Taxes	96109
	Section 5.04	Financial Statements, Reports, etc.	96109
	Section 5.05	Litigation and Other Notices	97110
	Section 5.06	Information Regarding Collateral	98111
	Section 5.07	Maintaining Records; Access to Properties and Inspections; Ratings	98111
	Section 5.08	Use of Proceeds	98111
	Section 5.09	[Reserved]	98111
	Section 5.10	Employee Benefits	98111
	Section 5.11	Compliance with Environmental Laws	99112
	Section 5.12	Preparation of Environmental Reports	99112
	Section 5.13	Further Assurances; Additional Guarantees and Collateral	99112
	Section 5.14	Unrestricted Subsidiaries	101114
	Section 5.15	Certain Post-Closing Obligations	101116



 






    ii


     


    

 


	Article VI Negative Covenants 	101116
	 	 
	Section 6.01	Indebtedness	102116
	Section 6.02	Liens	104117
	Section 6.03	Sale and Lease-Back Transactions	107120
	Section 6.04	Investments, Loans and Advances	107120
	Section 6.05	Mergers, Consolidations and Sales of Assets	110123
	Section 6.06	Restricted Payments; Restrictive Agreements	112125
	Section 6.07	Transactions with Affiliates	113127
	Section 6.08	Business of the Administrative
    Borrower and Restricted Subsidiaries	114128
	Section 6.09	Amendment to Other Indebtedness; Organizational Documents; Assignment of Drax Contract; Payment of Other Indebtedness	114128
	Section 6.10	Maximum Total Leverage Ratio	115129
	Section 6.11	Fiscal Year	115129
	Section 6.12	Hedging	115129
	Section 6.13	Interest Coverage Ratio	115129
	 	 	 
	Article VII Events of Default	115129
	 	 	 
	Article VIII The Administrative Agent and the Collateral Agent; Etc.	118132
	 	 	 
	Article IX Miscellaneous	123135
	 	 	 
	Section 9.01	Notices; Electronic Communications	123135
	Section 9.02	Survival of Agreement	125140
	Section 9.03	Binding Effect	126140
	Section 9.04	Successors and Assigns	126148
	Section 9.05	Expenses; Indemnity	134150
	Section 9.06	Right of Setoff	135150
	Section 9.07	Applicable Law	135150
	Section 9.08	Waivers; Amendments	136152
	Section 9.09	Interest Rate Limitation	137152
	Section 9.10	Entire Agreement	138152
	Section 9.11	WAIVER OF JURY TRIAL	138153
	Section 9.12	Severability	138153
	Section 9.13	Counterparts	138153
	Section 9.14	Headings	139153
	Section 9.15	Jurisdiction; Consent to Service of Process	139154
	Section 9.16	Confidentiality	139155
	Section 9.17	Lender Action	140155
	Section 9.18	USA PATRIOT Act Notice	140155
	Section 9.19	No Fiduciary Duty	140156
	Section 9.20	Affiliate Activities	141156
	Section 9.21	Joint and Several Liability; Postponement of Subrogation	156
	Section 9.22	Acknowledgement Regarding Any Supported QFCs	158
	Section 9.23	Certain ERISA Matters.	     158


 






    iii


     


    

 


	SCHEDULES	 	 
	 	 	 
	
        Schedule 1.01(a)

        Schedule 1.01(b)
	
        -

        -
	
        Mortgaged Properties

        Mortgage Modification Requirements

	Schedule 2.01	-	Lenders, Commitments and Notices
	Schedule 2.02	-	Issuing Banks
	Schedule 3.01	-	Jurisdictions of BorrowerBorrowers and Restricted Subsidiaries
	Schedule 3.08	-	Subsidiaries
	Schedule 3.09	-	Litigation
	Schedule 3.17	-	Environmental Matters
	Schedule 3.18	-	Insurance
	Schedule 3.19(a)	-	UCC Filing Offices
	Schedule 3.20(a)	-	Material Owned Real Property
	Schedule 3.20(b)	-	Material Leased Real Property
	Schedule 5.15	-	Post-Closing Obligations
	Schedule 6.01	-	Existing Indebtedness
	Schedule 6.02	-	Existing Liens
	Schedule 6.04(a)	-    	Existing Investments
	Schedule 6.07	-	Certain Transactions with Affiliates
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit A	-	Form of Assignment and Acceptance
	Exhibit B	-	Form of Affiliated Lender Assignment and Acceptance
	Exhibit C-1	-	Form of Borrowing Request
	Exhibit C-2	-	Form of Swing Line Borrowing Request
	Exhibit D-1	-	Form of Revolving Loan Note
	Exhibit D-2	-	Form of Term Loan Note
	Exhibit E	-	Form of Interest Election Notice
	Exhibit F	-	Form of L/C Extension Notice
	Exhibit G	-	Form of Prepayment Notice
	Exhibit H	-	Form of Affiliate Subordination Agreement
	Exhibit I	-	Form of Guarantee and Collateral Agreement
	Exhibit J	-	Form of Compliance Certificate
	Exhibit K-1	-	Form of U.S. Tax Compliance Certificate
	Exhibit K-2	-	Form of U.S. Tax Compliance Certificate
	Exhibit K-3	-	Form of U.S. Tax Compliance Certificate
	Exhibit K-4	-	Form of U.S. Tax Compliance Certificate
	Exhibit L	-	Form of Perfection Certificate
	Exhibit M	-	Form of Mortgage
	
        Exhibit N

        Exhibit O

        Exhibit P

        Exhibit Q

        Exhibit R
	
        -

        -

        -

        -

        -
	
        Form of Solvency Certificate

        Form of Junior Lien Intercreditor
        Agreement

        Form of Pari Passu Intercreditor Agreement

        Form of Secretary’s Certificate

        Form of Closing Certificate







 






    iv 


     


    

 


AMENDED AND RESTATED
CREDIT AGREEMENT dated as of October 18, 2018, among ENVIVA PARTNERS, LP, a limited partnership formed under the laws of Delaware
(the “Administrative Borrower”), from and after the Fifth Amendment Effective
Date, ENVIVA, LP, a limited partnership formed under the laws of Delaware (as the “Subsidiary Borrower”, and
together with the Administrative Borrower, the “Borrowers” and each individually, a “Borrower”),
the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given
it in Article I), the Issuing Banks, BARCLAYS BANK PLC (“Barclays”), as administrative agent (in
such capacity, including any successor thereto in such capacity, the “Administrative Agent”) and Barclays,
as collateral agent (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”)
for the Lenders.


 


On the Original Closing
Date, (i) the Administrative Borrower requested
the Lenders to extend credit in the form of (a) term loans on the Original Closing Date in an aggregate principal amount
of $174,500,000, and (b) Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date in
an aggregate principal amount at any time outstanding (when taken together with the face amount of Letters of Credit and Swing
Line Loans then outstanding) not in excess of $25,000,000 and (ii) the Administrative
Borrower, the Administrative Agent and Collateral Agent and certain lenders and issuing banks entered into that certain Credit
Agreement, dated as of April 9, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior
to the Fourth Amendment Date, the “Original Credit Agreement”;
the Original Credit Agreement, as amended and restated pursuant to the Fourth Amendment, the “Existing Credit Agreement”).


 


On
the Fourth Amendment Effective Date, subject to the terms and conditions of the Fourth Amendment and in accordance with the Original
Credit Agreement, the parties to the Fourth Amendment amended and restated the Original Credit Agreement in the form of the Existing
Credit Agreement.


 


On
the Fourth Amendment Effective Date, the Administrative Borrower requested that the Lenders extend credit to the Administrative
Borrower in the form of Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date in an aggregate
principal amount at any time outstanding (when taken together with the face amount of Letters of Credit and Swing Line Loans then
outstanding) not in excess of $350,000,000.


 


AsOn
and as of the FourthFifth
Amendment Effective Date, subject to the terms and conditions of the FourthFifth
Amendment, and in accordance with the OriginalExisting
Credit Agreement, the parties to the FourthFifth
Amendment (i) desirehave
agreed to amend and restate the OriginalExisting
Credit Agreement in the form of this Agreement and (ii) agree that the terms of the Originalto
read as set forth herein and it has been agreed by such parties that the Loans outstanding prior to effectiveness of the Fifth
Amendment and other “Obligations” under and as defined in the Existing Credit Agreement shall hereafter
have no further effect upon the parties thereto, andbe
governed by and deemed to be outstanding under this Agreement with the intent that all references to the “Credit
Agreement” in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer
to this Agreement and the provisions hereof.


 


As of the FourthFifth
Amendment Effective Date, the Borrower hasBorrowers
have requested that the Lenders extend credit to the
Borrowers in the form of Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity
Date in an aggregate principal amount at any time outstanding (when taken together with the face amount of Letters of Credit and
Swing Line Loans then outstanding) not in excess of $350,000,000the
Revolving Credit Commitments as in effect from time to time. The proceeds of the Loans and Letters of Credit may
be used on or after the FourthFifth
Amendment Effective Date (i) to refinance existing Indebtedness as of the Fourth Amendment
Effective Date, including term loans previously issued by the Lenders under this Agreement, (ii) to provide
for ongoing working capital requirements of the Borrower and itsBorrowers
and their Subsidiaries and (iii)ii
for general corporate purposes, including distributions, of the Borrower and itsBorrowers
and their Subsidiaries. The proceeds of the Incremental Loans are to be used for ongoing working capital requirements
of the Borrower and itsBorrowers
and their Subsidiaries and other general corporate purposes.


 






    	 	1	 



     


    

 


TheEach
Borrower and each other Loan Party desires to securehas
secured all of the Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of
the Secured Parties, a security interest in and Lien upon substantially all of the property of the BorrowerBorrowers
and the other Loan Parties, subject to the limitations described herein and in the Security Documents.


 


The Lenders are willing
to extend such credit to the BorrowerBorrowers,
and the Issuing Banks are willing to issue Letters of Credit for the account of the BorrowerBorrowers,
in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:


 


Article I


 


Definitions


 


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


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate. All Swing Line Loans shall be ABR Loans and shall bear interest
at a rate determined by reference to the Alternate Base Rate.


 


“Acquired
Entity” shall have the meaning assigned to such term in Section 6.04(h).


 


“Acquisition
Consideration” shall mean, with respect to any Permitted Acquisition or Permitted Drop-Down Acquisition, the aggregate
fair market value of cash and non-cash consideration for such Permitted Acquisition or Permitted Drop-Down Acquisition. The “Acquisition
Consideration” for any Permitted Acquisition or Permitted Drop-Down Acquisition expressly includes Indebtedness assumed by
the Administrative Borrower or its Restricted Subsidiaries
in such Permitted Acquisition or Permitted Drop-Down Acquisition (including any Indebtedness incurred pursuant to Section 6.01(g))
and the good faith estimate by the Administrative
Borrower of the maximum amount of any deferred purchase price obligations (including contingent consideration payments) incurred
in connection with such Permitted Acquisition or Permitted Drop-Down Acquisition.


 


“Additional
Incremental Lender” shall have the meaning assigned to such term in Section 2.25(b).


 


“Additional
Refinancing Lender” shall have the meaning assigned to such term in Section 2.27(a).


 


“Administrative
Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.


 


“Administrative
Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).


 






    	 	2	 



     


    

 


“Administrative
Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.


 


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


 


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


 


“Affiliate
Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit H pursuant
to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.


 


“Affiliated
Lender Assignment and Acceptance” shall mean an assignment and acceptance entered into by an Affiliated Lender that
is an Eligible Assignee and a Lender or, if the Affiliated Lender is the assignor, an Eligible Assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.


 


“Affiliated
Lenders” shall mean, at any time, any Lender that is Enviva Holdings, LP, Riverstone Holdings LLC or any Affiliate
of Riverstone Holdings LLC or Enviva Holdings, LP (other than the Administrative
Borrower and its Subsidiaries) at such time.


 


“Agents”
shall have the meaning assigned to such term in Article VIII.


 


“Aggregate
Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.


 


“Agreement”
shall mean this Amended and Restated Credit Agreement, dated as of October 18, 2018, as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof,
including pursuant to the Fifth Amendment.


 


“Agreement
Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving
effect to any netting agreements) the Administrative
Borrower or a Restricted Subsidiary thereof would be required to pay if such Hedging Agreement were terminated on such date.


 


“Alternate
Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% and (c) the Reserve Adjusted
Eurodollar Rate as of such date for a one-month Interest Period plus 1.00%; provided that, for the avoidance of doubt, the
Reserve Adjusted Eurodollar Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London
time) by reference to the ICE Benchmark Administration Interest Settlement Rates for deposits in Dollars (as set forth by any service
selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration as an authorized vendor for the
purpose of displaying such rates). If the Administrative Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate
Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Reserve Adjusted Eurodollar Rate shall be effective on the effective date of such change in the Prime Rate,
the Federal Funds Effective Rate or the Reserve Adjusted Eurodollar Rate, as the case may be. Notwithstanding the foregoing, on
any date of determination the Alternate Base Rate shall be no less than 0.00%.


 






    	 	3	 



     


    

 


“Anti-Terrorism
Laws” shall mean any laws applicable to the Administrative
Borrower or any Subsidiary relating to sanctions, terrorism or money laundering, including Executive Order No. 13224, the
USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act and the laws administered by OFAC (as any of the foregoing
laws may from time to time be amended, renewed, extended or replaced).


 


“Applicable
Margin” shall mean the Revolving Loan Applicable Margin. Furthermore, the Applicable Margin in respect of any Incremental
Loans, Extended Loans or Credit Agreement Refinancing Indebtedness shall be the applicable percentages per annum set forth in applicable
Incremental Term Loan Assumption Agreement, the applicable Extension Request or the applicable Refinancing Amendment, respectively.


 


“Applicable
Period” shall mean, in respect of any date (including any Date of Determination), the period of four fiscal quarters
ending on or (if such date is not a Date of Determination) most recently ended prior to such date; provided that when used
in the definition of “Financial Covenant Compliance” or in the definition of “Interest Coverage Ratio”,
if the context so requires, the “Applicable Period” shall refer to the four fiscal quarters most recently ended prior
to such date for which financial statements have been (or are required to have been) delivered pursuant to Sections 4.02(i),
5.04(i) or 5.04(ii).


 


“Applicable
Wood Pellet Production Facilities” shall mean (i) for purposes of the determination of Projected Contracted
Capacity pursuant to Section 6.04(j)(iii)(A), all Wood Pellet Production Facilities of the Administrative
Borrower and the Restricted Subsidiaries which have achieved Commercial Operation at the time of such determination or (ii) for
purposes of the determination of Projected Contracted Capacity pursuant to Section 6.04(j)(iii)(B), the Wood Pellet
Production Facility comprising the relevant Permitted Drop-Down Acquisition.


 


“Approved
Fund” shall mean any Person (other than a natural Person) that is engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course of its activities that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.


 


“Arrangers”
shall mean each of (i) AgFirst Farm Credit Bank, (ii) American AgCredit, PCA, (iii) Bank of Montreal, (iv) Barclays,
(v) Citigroup Global Markets Inc., (vi) Goldman Sachs Bank USA, (vii) HSBC Bank USA, N.A., (viii) JPMorgan
Chase Bank, N.A., (ix) RBC Capital Markets, in their capacity as joint lead arrangers and joint bookrunners for the Credit
Facilities.


 


“Asset
Sale” shall mean (a) the sale, transfer or other disposition (by way of merger or otherwise) by the Administrative
Borrower or any Restricted Subsidiary, including the issuance by any Restricted Subsidiary, to any Person other than the Administrative
Borrower or any Wholly Owned Restricted Subsidiary of any Equity Interests of a Restricted Subsidiary (other than directors’
qualifying shares) and (b) the sale, transfer or other disposition (by way of merger or otherwise) by the Administrative
Borrower or any Restricted Subsidiary to any Person other than the Administrative
Borrower or any Wholly Owned Restricted Subsidiary of any other assets of the Administrative
Borrower or any Restricted Subsidiary (in each case other than (i) any Disposition permitted under clauses (i) through
(xiii) and clauses (xv) and (xvii) of Section 6.05(b) and (ii) any sale,
transfer or other disposition or series of related sales, transfers or other dispositions having a fair market value not in excess
of $1,000,000). For the avoidance of doubt, issuances of Equity Interests by the Administrative
Borrower are not Asset Sales.


 






    	 	4	 



     


    

 


“Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee (but not
an assignment and acceptance entered into by the Administrative
Borrower or any of the Administrative Borrower’s
Affiliates or Subsidiaries), and accepted by the Administrative Agent, in the form of Exhibit A or such other form
as shall be approved by the Administrative Agent.


 


“Available
Amount” shall mean, as of any date, (i) the sum, without duplication, of (w) $10,000,000, (x) the
net cash proceeds received after the Original Closing Date and on or prior to such date of any sale of Equity Interests by, or
capital contribution to, the Administrative Borrower
(which, in the case of any such sale of Equity Interests, are not Disqualified Stock or Specified Equity Contributions or proceeds
of the initial public offering of the Administrative
Borrower), (y) the non-cash proceeds received after the Fourth Amendment Effective Date and on or prior to such date of any
sale of Equity Interests by, or capital contribution to, the Administrative
Borrower (which, in the case of any such sale of Equity Interests, are not Disqualified Stock or Specified Equity Contributions)
valued at the fair market value of such non-cash proceeds at the time of such sale or capital contribution and (z) any return
of or on capital or repayment of principal received in cash by the Administrative
Borrower in respect of investments made pursuant to Section 6.04(n), less (ii) the sum of (w) any
Available Amount used to make investments pursuant to Section 6.04(n), (x) any Available Amount used to make Restricted
Payments pursuant to Section 6.06(a)(ix) and (y) any Available Amount used to make distributions or payments
pursuant to Section 6.09(b)(y); provided that, for purposes of determining the Available Amount that is available
for a contemplated transaction, this clause (ii) shall be determined prior to giving effect to any intended usage of
the Available Amount for such transaction; and provided further, that any utilization of the Available Amount shall be deemed
to first reduce the amounts accrued pursuant to clauses (i)(w), (i)(y), and (i)(z) above (to the extent such amounts are permitted
to be utilized hereby for the applicable utilization at such time) and shall only reduce the amount accrued pursuant to clause
(i)(x) above to the extent the amounts accrued pursuant to clauses (i)(w), (i)(y) and (i)(z) have been reduced to
zero or are not permitted to be utilized for the applicable transaction at such time.


 


“Available
Cash” shall mean, as at any date of determination:


 


(a) the sum of
(i) all cash and cash equivalents of the Administrative
Borrower and its Subsidiaries on hand on such date of determination (including any borrowings made on or prior to such date of
determination), less


 


(b) the amount
of any cash reserves established by the General Partner (i) to provide for the proper conduct of the business of the Administrative
Borrower and of its Subsidiaries (including reserves for future capital expenditures and for anticipated future credit needs) subsequent
to such date of determination, (ii) to comply with applicable Law or (iii) to provide funds for Restricted Payments in
respect of future periods.


 


Notwithstanding the foregoing, at any time,
 “Available Cash” shall not exceed the amount permitted to be distributed to the holders of Equity Interests of the
Administrative Borrower under the LP Agreement at
such time.


 


“Available
Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable,
any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is
or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for
the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period”
pursuant to clause (iv) of Section 2.08(c).


 






    	 	5	 



     


    

 


“Bail-In
Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEAAffected
Financial Institution.


 


“Bail-In
Legislation” shall mean, (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 Secrecy
Act” shall mean the Bank Secrecy Act of 1970 (Titles I and II of Pub. L. No. 91-508 (signed into law October 26,
1970 and as modified, amended, supplemented or restated from time to time)).


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect,
or any successor statute.


 


“Barclays”
shall have the meaning assigned to such term in the introductory statement to this Agreement.


 


“Benchmark”
shall mean, initially, USD LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and
its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate
pursuant to clause (i) of Section 2.08(c).


 


“Benchmark
Replacement” shall mean, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)            the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)            the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


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


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 






    	 	6	 



     


    

 






“Benchmark
Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement”, the first alternative set forth
in the order below that can be determined by the Administrative Agent:


 


(a)            the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or
zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions
to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement”, the spread adjustment, or method for calculating
or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Administrative Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
Replacement Date or (ii) 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;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 






    	 	7	 



     


    

 


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


 


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


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein; or


 


(3)            in
the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such
Early Opt-in Election from Lenders comprising the Required Lenders.


 


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


 


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


 


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


 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the 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


 






    	 	8	 



     


    

 


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


 


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


 


“Benchmark
Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.08(c) and
(y) 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 2.08(c).


 


“Beneficial
Owner” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act
as in effect on the Original Closing Date. The terms “Beneficially Owns” and “Beneficially Owned” shall
have corresponding meanings.


 


“Beneficial
Ownership Certification” meansshall
mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


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


 


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


 


“BHC
Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Blocked
Person” shall have the meaning assigned to such term in Section 3.23(b).


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States of America.


 


“BorrowerBorrowers”
shall have the meaning assigned to such term in the introductory statement to this Agreement.


 


“Borrower
Materials” shall have the meaning assigned to such term in Section 9.01.


 


“Borrowing”
shall mean Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect.


 






    	 	9	 



     


    

 


“Borrowing
Request” shall mean a request by thea
Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1 or such
other form as shall be approved by the Administrative Agent.


 


“Breakage
Event” shall have the meaning assigned to such term in Section 2.16.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required
by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.


 


“Capital
Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the “principal”
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash Management
Agreement” shall mean any agreement entered into from time to time by the Administrative
Borrower or any of the Administrative Borrower’s
Restricted Subsidiaries in connection with cash management services for collections, other Cash Management Services and for operating,
payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic
funds transfer services, lockbox services, stop payment services and wire transfer services.


 


“Cash Management
Bank” shall mean any Person that either (a) at the time it provides Cash Management Services, (b) on the
Original Closing Date or (c) at any time after it has provided any Cash Management Services, is a Lender or an Agent or an
Affiliate of a Lender or an Agent.


 


“Cash Management
Obligations” shall mean obligations owed by the Administrative
Borrower or any Restricted Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.


 


“Cash Management
Services” shall mean (a) commercial credit cards, merchant card services, purchase or debit cards, including
non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing
house fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or
operating account relationships or other cash management services, including any Cash Management Agreement.


 


“Casualty
Event Receipt” shall mean cash received by or paid to or for the account of the Administrative
Borrower or any of the Restricted Subsidiaries constituting proceeds of casualty insurance (excluding proceeds of business interruption
insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and payments in lieu thereof),
in each case, to the extent such proceeds or awards exceed $1,000,000 for any event or series of related events, net of (i) any
taxes paid or payable as a result of the receipt of such cash (or reasonably and in good faith reserved for the payment of any
such taxes after taking into account all available credits and deductions), (ii) reasonable out-of-pocket transaction costs
and expenses incurred in connection with obtaining such cash and (iii) the principal amount, premium or penalty, if any, and
interest, breakage costs or other amounts of any Indebtedness (other than Indebtedness under the Loan Documents and Permitted Pari
Passu Refinancing Debt or Incremental Equivalent Debt that is secured by all or a portion of the Collateral) that is secured by
the property subject to such casualty or condemnation and is required to be repaid in connection therewith; provided, however,
that “Casualty Event Receipt” shall not include cash received to the extent (x) the Administrative
Borrower delivers to the Administrative Agent a certificate of a Responsible Officer on or prior to the date that is five (5) Business
Days after receipt of such cash setting forth the Administrative
Borrower’s intent to (or to cause its Restricted Subsidiaries to) repair, restore or replace such property or otherwise to
reinvest such proceeds in productive assets of a kind then used or usable in the business of the Administrative
Borrower and the Restricted Subsidiaries within 360 days of receipt of such proceeds and in each case such proceeds are used for
such reinvestment within such 360 day period (or, if committed to be so used within such period, are so reinvested within a further
180 days thereafter) and (y) no Event of Default shall have occurred and shall be continuing at the time of such certificate
or at the proposed time of the application of such proceeds (provided that to the extent not so used at the end of such
period, such proceeds shall at such time be deemed to be a Casualty Event Receipt).


 






    	 	10	 



     


    

 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.


 


“CERCLIS”
shall mean the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental
Protection Agency.


 


“CFC”
shall mean a “controlled foreign corporation” as defined in Section 957 of the Code.


 


“Change
in Control” shall mean the occurrence of any of the following:


 


(a)            a
majority of the seats (other than vacant seats) on the board of directors or managers of the General Partner (or if the General
Partner does not have a board of directors or managers, of the entity controlling the General Partner that has a board of directors
or managers) shall at any time be occupied by Persons who were neither (i) appointed or nominated by a Riverstone Entity or
the Administrative Borrower nor (ii) appointed
or nominated by a majority of the directors or managers of the General Partner (or if the General Partner does not have a board
of directors or managers, of the entity controlling the General Partner that has a board of directors or managers) so appointed
or nominated;


 


(b)            the
Riverstone Entities or the Administrative Borrower
shall fail to Beneficially Own, directly or indirectly, equity interests representing more than 50% of (i) the aggregate ordinary
voting power represented by the issued and outstanding equity interests of the General Partner or (ii) the economic interests
represented by the issued and outstanding equity interests of the General Partner;


 


(c)            the
General Partner shall cease to be the sole general partner of the Administrative
Borrower or shall fail to directly Beneficially Own (free and clear of all Liens other than Permitted Equity Liens) 100% of the
general partner interests in the Administrative Borrower;


 


or


 


(d)            the
Administrative Borrower shall cease to Beneficially Own, directly or indirectly, equity interests representing 100% of both (i) the
aggregate ordinary voting power represented by the issued and outstanding equity interests of the Subsidiary Borrower and (ii) the
economic interests represented by the issued and outstanding equity interests of the Subsidiary Borrower; or


 


(e)            (d) a
 “Change in Control” or similar event shall occur and be continuing under any Material Indebtedness of the Administrative
Borrower or any Restricted Subsidiary.


 






    	 	11	 



     


    

 


“Change
in Law” shall mean the occurrence of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance
by any Lender or any Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or by such
Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or United States or foreign regulatory agencies, in each case, pursuant to Basel III, shall in each case
be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Charges”
shall have the meaning assigned to such term in Section 9.09.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Other Term Loans, Extended Revolving Loans, Extended Term Loans, Refinancing Revolving Loans, Refinancing Term Loans or
Swing Line Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment,
Extended Commitment, Refinancing Revolving Loan Commitment, Refinancing Term Commitment, Swing Line Commitment, L/C Commitment
or Incremental Loan Commitment.


 


“Closing
Date Contribution” shall mean (i) the contribution by Enviva Holdings, LP of a 100% limited partner interest
in the Administrative Borrower and a 100% limited
liability company interest in the General Partner to Enviva MLP Holdco, LLC, (ii) the contribution by Enviva MLP Holdco, LLC
of a partnership interest in Enviva, LP with a 99.999% sharing ratio and a 100% limited liability company interest in Enviva GP,
LLC to the Administrative Borrower, (iii) the
contribution by Enviva Cottondale Acquisition I, LLC of all outstanding Equity Interests in Enviva Cottondale Acquisition II, LLC
to the Administrative Borrower and (iv) the contribution
by Enviva MLP Holdco, LLC of a limited partner interest in the Administrative
Borrower to Enviva Cottondale Acquisition I, LLC.


 


“Closing
Date Distribution” shall mean one or more distributions of cash and accounts receivable made on (or within two Business
Days after) the Original Closing Date by the Administrative
Borrower to Enviva MLP Holdco, LLC in an aggregate amount not to exceed $26,500,000.


 


“Co-Documentation
Agents” shall mean each of (i) Bank of Montreal, (ii) Barclays, (iii) Citigroup Global Markets Inc.,
(iv) Goldman Sachs Bank USA, (v) HSBC Bank USA, N.A., (vi) JPMorgan Chase Bank, N.A., (vii) RBC Capital Markets
in their capacities as Co-Documentation Agents.


 


“Co-Syndication
Agents” shall mean each of (i) AgFirst Farm Credit Bank and (ii) American AgCredit, PCA in their capacity
as Co-Syndication Agents.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time (unless as herein specifically provided otherwise).


 


“Collateral”
shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties.


 


“Collateral
Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.


 






    	 	12	 



     


    

 


“Commencement
Date” shall mean, in respect of any Material Project, the earlier of (x) the date the construction of such Material
Project commences or (y) the date of the first material cash expenditures in connection with the acquisition of any Real Property
to facilitate the construction of such Material Project.


 


“Commercial
Operation” shall be deemed achieved for any Material Project or any Facility that is the subject of a Permitted Drop-Down
Acquisition at such time as the substantial completion of construction (other than punch list items) thereof and the initial placement
thereof into service have occurred.


 


“Commercial
Operation Date” shall mean, with respect to any Material Project or any Facility that is the subject of a Permitted
Drop-Down Acquisition, the date on which such Material Project or Facility has achieved Commercial Operation.


 


“Commitment”
shall mean, with respect to any Lender, such Lender’s Revolving Credit Commitment, Extended Commitment, Refinancing Revolving
Loan Commitment, Refinancing Term Commitment, Swing Line Commitment, L/C Commitment or Incremental Loan Commitment.


 


“Communications”
shall have the meaning assigned to such term in Section 9.01.


 


“Compliance
Certificate” shall have the meaning assigned to such term in Section 5.04(a)(iii).


 


“Conflicts
Committee” shall have the meaning ascribed thereto in the LP Agreement.


 


“Connection
Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated)
or that are franchise Taxes or branch profits Taxes.


 


“Consolidated
EBITDA” shall mean, as of any date, (including any Date of Determination) for the Applicable Period related thereto,
an amount equal to Consolidated Net Income in respect of such Applicable Period plus


 


(x)            the
sum of the following, without duplication, and in the cases of clauses (a) and (b), to the extent deducted in
calculating such Consolidated Net Income:


 


(f)            (i) provision
for all Taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest,
if any), net of any applicable credits, (ii) Consolidated Interest Expense and (iii) depreciation, amortization and all
other non-cash charges or non-cash losses, plus


 


(g)           any
costs or expenses pursuant to any equity-related benefit plan, or any stock subscription or shareholder agreement, to the extent
funded with cash proceeds contributed to the capital of the Administrative
Borrower as common equity, plus


 






    	 	13	 



     


    

 


(h)           for
any Permitted Acquisition or any restructurings of the Administrative
Borrower and its Restricted Subsidiaries consummated on or prior to the date of determination, the amount of restructuring charges,
cost savings (including, without limitation, cost savings resulting from head count reduction, closure of facilities and similar
operational and other cost savings) and synergies projected by the Administrative
Borrower in good faith to be reasonably expected to be realized within 12 months of the closing of such Permitted Acquisition or
consummation of such restructuring (calculated on a pro forma basis as though such restructuring charges, cost savings and synergies
had been realized on the first day of the Applicable Period for which Consolidated EBITDA is being determined and as if such restructuring
charges, cost savings and synergies were realized during the entirety of such Applicable Period), net of the amount of actual benefits
realized during such Applicable Period from such actions; provided, that such restructuring charges, cost savings and synergies
are reasonably identifiable and factually supportable and (y) at the time of any such calculation pursuant to this clause
(c)(iii), the Administrative Borrower shall
deliver to the Administrative Agent a certificate signed by a Financial Officer (which may be the Compliance Certificate) certifying
that such adjustments are reasonably identifiable and factually supportable and including reasonably detailed calculations in respect
of the matters referred to in this clause (c)(iii), as well as the relevant factual support in respect thereof; provided
that the aggregate amount of adjustments pursuant to this clause (c) for any Applicable Period, including any restructuring
charges, cost savings and synergies of the type 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, shall not exceed 15% of pro forma Consolidated
EBITDA (calculated without giving effect to this clause (c)), plus


 


(i)            for
any Material Projects commenced by the Administrative
Borrower or any Restricted Subsidiary with a Commencement Date occurring on or prior to the date of determination, Consolidated
EBITDA Adjustments for such Material Project for such Applicable Period provided that the aggregate amount of adjustments
pursuant to this clause (d) for any Applicable Period, including any restructuring charges, cost savings and synergies
of the type 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, shall not exceed 25% of pro forma Consolidated EBITDA (calculated without giving
effect to this clause (d)), plus


 


(j)            for
any Permitted Drop-Down Acquisition of a Facility by the Administrative
Borrower or any Restricted Subsidiary on or prior to the date of determination, Consolidated EBITDA Adjustments for such Permitted
Drop-Down Acquisition for such Applicable Period, plus


 


(k)           for
any Material Investment by the Administrative Borrower
or any Restricted Subsidiary on or prior to the date of determination, Consolidated EBITDA Adjustments for such Material Investment
made by the Administrative Borrower for such Applicable
Period, plus


 


(l)            loss
of income which is covered by business interruption or similar insurance or is otherwise subject to indemnity by a third party
to the extent the proceeds of the same are actually received by the Administrative
Borrower or its Subsidiaries during the Applicable Period or which proceeds are reasonably expected to be received by the Administrative
Borrower or its Subsidiaries during the four fiscal quarters immediately subsequent to such Applicable Period (with a deduction
in the applicable future period for any amount so excluded to the extent not so received by the Administrative
Borrower or its Subsidiaries within the immediately subsequent four-fiscal quarters), plus


 


(m)          any
amounts paid in respect of any Seller Retained Interest for such Applicable Period,


 


minus


 


(y)            the
following to the extent included in calculating such Consolidated Net Income, without duplication:


 






    	 	14	 



     


    

 


(n)           without
duplication of the netting provided in clause (x)(a)(i) above, Federal, state, local and foreign income tax credits
of the Administrative Borrower and its Subsidiaries
for such period;


 


(o)           all
cash payments made during such period on account of reserves, restructuring charges, and other non-cash charges added to Consolidated
Net Income pursuant to clause (x)(a)(iii) above; and


 


(p)           other
income of the Administrative Borrower and the Restricted
Subsidiaries increasing Consolidated Net Income which does not represent a cash item in such period.


 


Notwithstanding the
foregoing, for purposes of calculating the Total First Lien Leverage Ratio, the Total Leverage Ratio and the Interest Coverage
Ratio for any period (A) the Consolidated EBITDA (x) of any Acquired Entity or other Person that becomes a Restricted
Subsidiary or (y) that is attributable to any asset, in each case, that was acquired by the Administrative
Borrower or any Restricted Subsidiary pursuant to a Permitted Acquisition for Acquisition Consideration greater than $15,000,000
during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the
incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and (B) the
Consolidated EBITDA of any Person or line of business sold or otherwise disposed of for consideration greater than $15,000,000
by the Administrative Borrower or any Restricted Subsidiary
during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment
of any Indebtedness in connection therewith occurred as of the first day of such period).


 


“Consolidated
EBITDA Adjustments” shall mean, (a) with respect to any Material Project commenced by the Administrative
Borrower or any Restricted Subsidiary, for each Applicable Period ending prior to the Commercial Operation Date thereof (and excluding
the Applicable Period ending with the fiscal quarter in which such Commercial Operation Date occurs) a percentage (based on the
then current completion percentage of such Material Project as of the date of determination, reasonably determined by the Administrative
Borrower in good faith, and to the extent engineering, procurement and construction contracts are entered into, by reference to
scheduled completion specified in the engineering, procurement and construction contracts in connection with such Material Project)
of the Projected Consolidated EBITDA attributable to such Material Project, net of actual Consolidated EBITDA attributable to or
generated by such Material Project, which may, at the Administrative
Borrower’s option, be added to actual Consolidated EBITDA for the Applicable Period commencing with the fiscal quarter in
which the Commencement Date in respect of such Material Project occurs and for each Applicable Period thereafter until the Commercial
Operation Date of such Material Project (excluding the Applicable Period ending with the fiscal quarter in which such Commercial
Operation Date occurs); provided that if the actual Commercial Operation Date does not occur by the Scheduled Commercial
Operation Date, then the foregoing amount shall be reduced, for Applicable Periods ending after the Scheduled Commercial Operation
Date to (but excluding) the Applicable Period ending with the fiscal quarter in which such Commercial Operation Date occurs, by
the following percentage amounts depending on the period of delay (based on the period of actual delay or then estimated delay
(estimated on the date of determination), whichever is longer): (i) 90 days or less, 0%; (ii) longer than 90 days, but
not more than 180 days, 25%; (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than 270 days but
not more than 365 days, 75% and (v) longer than 365 days, 100%, (b) in connection with any Material Project, beginning
with the Applicable Period ending with the fiscal quarter in which the Commercial Operation Date of such Material Project occurs
and for the Applicable Periods ending with the three immediately succeeding full fiscal quarters, an amount equal to the Projected
Amount, which shall be added to actual Consolidated EBITDA for such fiscal quarters (but net of any actual Consolidated EBITDA
attributable to such Material Project for the fiscal quarter in which such Commercial Operation Date occurs), (c) in connection
with any Permitted Drop-Down Acquisition, beginning with the Applicable Period ending with the fiscal quarter in which such Permitted
Drop-Down Acquisition is consummated and for the Applicable Periods ending with the three immediately succeeding full fiscal quarters,
an amount equal to the Projected Amount in respect of such Permitted Drop-Down Acquisition, which shall be added to actual Consolidated
EBITDA for such fiscal quarters (but net of any actual Consolidated EBITDA attributable to such Permitted Drop-Down Acquisition
for the fiscal quarter in which such Permitted Drop-Down Acquisition is consummated or any prior period) and (d) in connection
with any Material Investment, beginning with the Applicable Period ending with the fiscal quarter in which such Material Investment
is made and for the Applicable Periods ending with the two immediately succeeding full fiscal quarters, an amount equal to (i) for
the Applicable Period ending with the full fiscal quarter in which such Material Investment is made, the amount of all dividends
or distributions received on account of such Material Investment which are attributable to such fiscal quarter multiplied by 3,
(ii) for the Applicable Period ending with the full fiscal quarter immediately succeeding the fiscal quarter in which such
Material Investment is made, the amount of all dividends or distributions received on account of such Material Investment which
are attributable to such fiscal quarter and the preceding fiscal quarter and (iii) for the Applicable Period ending with the
second full fiscal quarter succeeding the fiscal quarter in which such Material Investment is made, the amount of all dividends
or distributions received on account of such Material Investment which are attributable to such fiscal quarter and the two preceding
fiscal quarters divided by 3.


 






    	 	15	 



     


    

 


Notwithstanding the
foregoing, no such Consolidated EBITDA Adjustment shall be allowed unless (a) in the case of any Material Project, at least
20 days (or such lesser period as is reasonably acceptable to the Administrative Agent) prior to (x) the date for which a
Compliance Certificate is due for the applicable fiscal quarter for which the Administrative
Borrower desires to commence inclusion of such Consolidated EBITDA Adjustment with respect to a Material Project or (y) any
applicable date on which Financial Covenant Compliance is being tested, the Administrative
Borrower shall have delivered to the Administrative Agent notice of such Material Project and the Scheduled Commercial Operation
Date with respect thereto, together with written pro forma projections of Consolidated EBITDA attributable to such Material Project
for the first full Applicable Period following the Scheduled Commercial Operation Date with respect to such Material Project and
(b) in the case of any Material Project and, if applicable, any Permitted Drop-Down Acquisition, prior to (x) the date
for which a Compliance Certificate is due (or Financial Covenant Compliance is being tested), for the initial fiscal quarter for
which the Administrative Borrower desires to commence
inclusion of such Consolidated EBITDA Adjustment with respect to a Material Project or a Permitted Drop-Down Acquisition or (y) any
applicable date on which Financial Covenant Compliance is being tested, the Administrative
Borrower shall have provided a certificate showing the calculation of such Projected Consolidated EBITDA together with all assumptions
used in such calculations, and the Administrative Agent shall have approved (such approval not to be unreasonably withheld) such
projections and the Administrative Agent shall have received (1) in the case of any Permitted Drop-Down Acquisition (other
than a Drop-Down Acquisition of a Port Facility), copies of any Qualifying Off-Take Contracts with respect thereto certified by
a Responsible Officer of the Administrative Borrower
and (2) such other information and documentation as the Administrative Agent may reasonably request with respect to such Material
Project or such Permitted Drop-Down Acquisition, all in form and substance reasonably satisfactory to the Administrative Agent.


 


“Consolidated
Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest
expense in respect of Capital Lease Obligations and Synthetic Lease Obligations) of the Administrative
Borrower and the Restricted Subsidiaries for such period, net of interest income of the Administrative
Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus
(b) any interest accrued during such period in respect of Indebtedness of the Administrative
Borrower or any Restricted Subsidiary that is required to be capitalized rather than included in consolidated interest expense
for such period in accordance with GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect
to any net payments made or received by the Administrative
Borrower or any Restricted Subsidiary with respect to interest rate Hedging Agreements. For purposes of determining the Interest
Coverage Ratio: (x) Consolidated Interest Expense shall not include (i) amortization of original issue discount to the
extent accrued but not paid, (ii) interest that is capitalized or paid in kind and (iii) the cost of the issuance of
Indebtedness; and (y) Consolidated Interest Expense shall be calculated as if all Indebtedness incurred or permanently repaid
(excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes) from the first day of the Applicable
Period through and including the date of such determination shall be deemed to have been incurred or repaid at the beginning of
such period.


 






    	 	16	 



     


    

 


“Consolidated
Net Income” shall mean, as of any date (including any Date of Determination) for the Applicable Period related thereto,
the net income (or loss) of the Administrative Borrower
and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP; provided, however, that Consolidated
Net Income shall exclude (a) extraordinary, unusual and non-recurring gains, losses, charges or expenses for such Applicable
Period, (b) the net income of any Restricted Subsidiary that is not a Loan Party during such Applicable Period to the extent
that (i) the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is
not permitted on such date by operation of the terms of its Organizational Documents or any agreement, instrument or law applicable
to such Restricted Subsidiary, except that the Administrative
Borrower’s equity in any net loss of any such Restricted Subsidiary for such Applicable Period shall be included in determining
Consolidated Net Income and (ii) such income was not actually distributed by such Restricted Subsidiary prior to the delivery
of the applicable Compliance Certificate for such Applicable Period (as long as, in the case of a dividend or other distribution
to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to a Loan Party as
described in the foregoing clause (i) of this proviso), (c) any income (or loss) for such Applicable Period of any Person
if such Person is not a Restricted Subsidiary, except that the aggregate amount of cash actually distributed by such Person during
such Applicable Period to the Administrative Borrower
or a Restricted Subsidiary as a dividend or other distribution (as long as, in the case of a dividend or other distribution to
a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to a Loan Party as described
in clause (b) of this proviso) shall be included in Consolidated Net Income; provided that, the Administrative
Borrower may elect to apply any such distribution received following the end of a fiscal quarter but prior to the delivery of the
applicable Compliance Certificate to Consolidated Net Income for the fiscal quarter previously ended to the extent the Administrative
Borrower determines in good faith that such Person generated the applicable Consolidated Net Income during such prior fiscal quarter,
(d) non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Agreements pursuant to Financial
Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC 815”),
(e) the cumulative effect of a change in accounting principles, (f) any charges or expenses relating to severance, relocation
and one-time compensation charges, (g) gain or loss realized upon the sale or other disposition of assets (other than sales
of inventory), (h) deferred financing costs written off and premiums paid and deemed income in connection with any early extinguishment
of Indebtedness or any Hedging Agreement, (i) non-cash charges, expenses or other impacts of purchase or recapitalization
accounting, (j) non-cash impairment charges or asset write-offs, and any amortization of intangibles, (k) cash charges
or costs in connection with the Transactions, any investment, acquisition of assets, sale or other disposition of assets, issuance
of Equity Interests or Indebtedness, or amendment relating to any Indebtedness (in each case, whether or not completed), (l) charges,
losses and expenses to the extent actually paid for or reimbursed by a third party during the Applicable Period or which are reasonably
expected to be paid for or reimbursed during the four fiscal quarters immediately subsequent to such Applicable Period (with a
deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within the immediately subsequent
four-fiscal quarters), (m) director’s fees and reimbursements of out-of-pocket expenses in connection with attending
board of director meetings or other actions for the benefit of the Administrative
Borrower and its Subsidiaries, (n) indemnification obligations with respect to directors and insurance premiums payable on
behalf of directors and (o) any cancellation of debt income, including any such income arising from the purchase of any Loans
pursuant to Section 9.04(l).


 






    	 	17	 



     


    

 


“Consolidated
Total Assets” shall mean, as of any date of determination, the total assets of the Administrative
Borrower and its Restricted Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of
the Administrative Borrower and its Restricted Subsidiaries.


 


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


 


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


 


“Covered
Entity” shall mean 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).


 


“Covered
Party” shall have the meaning assigned to such term in Section 9.22.


 


“Credit
Agreement Refinancing Indebtedness” shall mean Indebtedness incurred solely by the BorrowerBorrowers
(and which may be guaranteed by any Guarantor) in the form of one or more Classes of loans or commitments under this Agreement,
in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness)
in exchange for, or to refinance, in whole or part, existing Term Loans and Revolving Credit Loans (or Revolving Credit Commitments),
or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided,
that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the other Obligations
hereunder and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness is not guaranteed
by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance,
in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced
Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Credit Agreement Refinancing
Indebtedness, and any Revolving Credit Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness
(including, if such Indebtedness includes any Revolving Credit Commitments, the unused portion of such Revolving Credit Commitments)
is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the
case of Refinanced Debt consisting, in whole or in part, of unused Revolving Credit Commitments, the applicable amount thereof),
plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such
Indebtedness has a maturity no earlier, and a weighted average life to maturity equal to or greater, than the Refinanced Debt,
(vi) the terms and conditions of such Indebtedness (except as otherwise provided above and with respect to pricing, premiums,
fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) are no more
favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt
(except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of
such Indebtedness) and (vii) such Refinanced Debt shall be repaid, all accrued interest, fees, premiums (if any) and penalties
in connection therewith shall be paid, and all commitments in respect thereof shall be terminated, on the date such Credit Agreement
Refinancing Indebtedness is incurred.


 






    	 	18	 



     


    

 


“Credit
Event” shall have the meaning assigned to such term in Section 4.01.


 


“Credit
Facilities” shall mean the revolving credit, swing line, letter of credit and term loan facilities provided for by
this Agreement.


 


“Cure Amount”
shall have the meaning assigned to such term in the last paragraph of Article VII.


 


“Daily
Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent
decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may
establish another convention in its reasonable discretion.


 


“Date of
Determination” shall mean the last day of any fiscal quarter of the Administrative
Borrower, starting with the last day of the first full fiscal quarter of the Administrative
Borrower following the Original Closing Date.


 


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


 


“Declined
Amounts” shall have the meaning assigned to such term in Section 2.13(i).


 


“Deeply
Subordinated Debt” shall mean Subordinated Indebtedness which does not mature and has no installments of principal
or payments of interest or fees in cash due and payable in respect of such Indebtedness prior to the 91st day following
the Latest Maturity Date then in effect as of the date such Indebtedness is incurred; provided that, (i) such Subordinated
Indebtedness shall be unsecured, (ii) such Subordinated Indebtedness shall not have the benefit of any financial maintenance
covenant, (iii) the definitive documentation for such Subordinated Indebtedness shall not contain any other covenants (excluding
interest rate, original issue discount, fees and prepayment premiums), taken as a whole, that are materially more onerous to the
obligors thereunder than the covenants for the Credit Facilities provided for in this Agreement, taken as a whole, and (iv) such
Subordinated Indebtedness shall not be subject to any mandatory prepayment or redemption provisions other than prepayments or redemptions
required as a result of a change in control or non-ordinary course asset sale.


 


“Default”
shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.


 


“Default
Rate” shall have the meaning assigned to such term in Section 2.07.


 






    	 	19	 



     


    

 


“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.


 


“Defaulting
Lender” shall mean, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or
any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Administrative
Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank or any other Lender any other amount
required to be paid by it hereunder (including in respect of its participation in Swing Line Loans and Letters of Credit) within
two (2) Business Days of the date when due, (b) has notified the Administrative
Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request
by the Administrative Agent or the Administrative
Borrower, to confirm in writing to the Administrative Agent and the Administrative
Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and
the Administrative Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and
such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such
determination to the Administrative Borrower, each
Issuing Bank and each Lender.


 


“Dispositions”
shall mean the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable
or any rights and claims associated therewith in an amount (determined by reference to the fair market value of such property),
for any transaction or series of related transactions, in excess of $5,000,000 in any fiscal year; provided that, for the avoidance
of doubt, in no event shall the issuance of Equity Interests by the Administrative
Borrower be deemed a Disposition. “Dispose” shall have a correlative meaning.


 






    	 	20	 



     


    

 


“Disqualified
Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, (a) 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 option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any
other scheduled payment constituting a return of capital, in each case at any time on or prior to the 91st day following
the Latest Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for
(i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time
prior to the 91st day following the Latest Maturity Date then in effect as of the date on which such Equity Interest
is issued; provided, however, that any Equity Interest of a Person that is issued with the benefit of provisions requiring a change
of control offer to be made for such Equity Interest in the event of a change of control of such Person will not be deemed to be
Disqualified Stock solely by virtue of such provisions.


 


“Dollars”
or “$” shall mean lawful money of the United States of America.


 


“Domestic
Subsidiary” shall mean any Subsidiary incorporated or organized under the laws of the United States of America, any
State thereof or the District of Columbia.


 


“Drax Contract”
shall mean the Agreement for the Sale and Purchase of Biomass CIF Discharge Port, dated as of December 23, 2011, between Drax
Power Limited, as buyer, and Enviva, LP, as seller, as amended, amended and restated, supplemented or otherwise modified from time
to time in accordance with the terms hereof and thereof.


 


“Drop-Down
Acquisition” shall mean any acquisition by the Administrative
Borrower or any Restricted Subsidiary of a Facility (or of Equity Interests of any Person owning a Facility) from Enviva Holdings,
LP or its Affiliates (other than the Administrative
Borrower or its Wholly Owned Restricted Subsidiaries). For the avoidance of doubt, no Material Project shall be considered a Drop-Down
Acquisition.


 


“Early
Opt-in Election” shall mean, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Administrative Borrower to the Administrative Agent to notify)
each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such
time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate
based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review), and


 


(2)            the
joint election by the Administrative Agent and the Administrative Borrower to trigger a fallback from USD LIBOR and the provision
by the Administrative Agent of written notice of such election to the Lenders.


 


“EEA Financial
Institution” shall mean (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” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 






    	 	21	 



     


    

 






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


 


“Eligible
Assignee” shall mean any Person other than a natural Person or (other than in the case of and in accordance with
Section 9.04(k) or (l)) the Administrative
Borrower or any of its Affiliates that is (i) a Lender, an Affiliate of any Lender or an Approved Fund (any two or more related
Approved Funds being treated as a single Eligible Assignee for all purposes hereof) or (ii) a commercial bank, insurance company,
investment or mutual fund or other entity that is (x) an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933, as amended) and (y) other than in the case of the Administrative
Borrower or any of its Affiliates, which extends credit or buys loans in the ordinary course of its business.


 


“Employee
Benefit Plan” shall mean any “employee benefit plan” as defined in Section 3(3) of ERISA which
is or was sponsored, maintained or contributed to by, or required to be contributed by the Administrative
Borrower or any Restricted Subsidiary.


 


“Environmental
Laws” shall mean any and all Laws relating to pollution, the preservation and protection of natural resources (including,
without limitation, threatened or endangered species and wetlands) or the environment, or the generation, use, handling, transportation,
storage, treatment, or Release of or exposure to Hazardous Materials.


 


“Environmental
Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Administrative
Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) noncompliance with any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.


 


“Environmental
Permit” shall mean any permit, license, franchise, certificate, approval, waiver, variance, consent or other similar
authorization required under any Environmental Law.


 


“Enviva,
LP” shall mean Enviva, LP, a Delaware limited partnership.


 


“Enviva
Partners, LP Predecessor” shall mean Enviva, LP together with its subsidiaries.


 


“Equity
Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling
the holder thereof to purchase or otherwise acquire any such equity interest. For the avoidance of doubt, no Seller Retained Interest
shall be considered an Equity Interest for any purpose herein.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, the regulations promulgated
thereunder and any successor statute.


 


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Administrative
Borrower or any of its Restricted Subsidiaries, is
treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
or 303 of ERISA and Section 412 or 430 of the Code, is treated as a single employer under Section 414 of the Code.


 






    	 	22	 



     


    

 


“ERISA
Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation), (b) the
failure of any Plan to meet the minimum funding standard of Section 412 or 430 of the Code or Section 302 or 303 of ERISA,
whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan
is in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA), (e) a determination
that any Multiemployer Plan is in “critical” or “endangered” status under Section 432 of the Code
or Section 305 of ERISA, (f) the incurrence by the Administrative
Borrower or any of itsRestricted
Subsidiaries or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan or the complete or partial withdrawal of the Administrative
Borrower or any Restricted Subsidiaries or their required ERISA Affiliates from any Plan or Multiemployer Plan, (g) the receipt
by the Administrative Borrower or any of
itsRestricted Subsidiaries or any of their ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or to appoint a
trustee to administer any Plan, (h) the adoption of any amendment to a Plan that would require the provision of security pursuant
to Section 436(f) of the Code, (i) the receipt by the Administrative
Borrower or any Restricted Subsidiary or any of their required ERISA Affiliates of any notice, or the receipt by any Multiemployer
Plan from the Administrative Borrower or any Restricted
Subsidiary or any of their required ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA, (j) the occurrence of a “prohibited transaction” (within the meaning
of Section 4975 of the Code) with respect to which the Administrative
Borrower or any Restricted Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the
Code) or with respect to which the Administrative
Borrower or any Restricted Subsidiary could otherwise be liable, or (k) the imposition of a Lien under Section 412 or
430(k) of the Code or Section 303(k) or 4068 of ERISA on any property (or rights to property, whether real or personal)
of the Administrative Borrower or any Restricted Subsidiary
or any of their required ERISA Affiliates.


 


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


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Reserve Adjusted Eurodollar Rate.


 


“Eurodollar
Rate” shall mean for any Interest Period as to any Eurodollar Borrowing, (i) the rate per annum determined by
the Administrative 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
 “LIBO Rate”) 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
Administrative Agent to be the offered rate on such other page or other service which displays the LIBO Rate 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 LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such quotation
for the Interest Period elected, the LIBO Rate 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 less than zero, the Eurodollar Rate will
be deemed to be zero.


 






    	 	23	 



     


    

 


“Events
of Default” shall have the meaning assigned to such term in Article VII.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


“Excluded
Subsidiary” shall mean (a) each Immaterial Restricted Subsidiary, (b) each Unrestricted Subsidiary, (c) each
Foreign Subsidiary, (d) each Domestic Subsidiary that (i) is a FSHCO or (ii) is owned directly or indirectly by
a CFC, (e) each Project Finance Holding Company and (f) each Project Finance Subsidiary;
provided that, in no event shall the Subsidiary Borrower be deemed to constitute an Excluded Subsidiary.


 


“Excluded
Taxes” shall mean 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, (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of,
or having its principal office or, in the case of any Lender, its 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 with respect to an applicable interest
in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan
or Commitment (other than pursuant to an assignment request by the Administrative
Borrower under Section 2.21(a)) or (ii) such Lender changes its lending office, except in each case to the extent
that, pursuant to Section 2.20(a), amounts with respect to such Taxes were payable either to such Lender's assignor
immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.20(e), and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 


“Executive
Order No. 13224” shall mean Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


 


“Existing
Commitment” shall have the meaning assigned to such term in Section 2.26(a).


 


“Existing
Loans” shall have the meaning assigned to such term in Section 2.26(a).


 


“Extended
Commitment” shall have the meaning assigned to such term in Section 2.26(a).


 


“Extended
Loan” shall have the meaning assigned to such term in Section 2.26(a).


 


“Extended
Revolving Loan” shall have the meaning assigned to such term in Section 2.26(a).


 


“Extended
Term Loan” shall have the meaning assigned to such term in Section 2.26(a).


 


“Extended
Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Extended Term Loan,
as set forth in the applicable Extension Amendment.


 


“Extending
Lender” shall have the meaning assigned to such term in Section 2.26(b).


 


“Extension
Amendment” shall have the meaning assigned to such term in Section 2.26(c).


 


“Extension
Date” shall have the meaning assigned to such term in Section 2.26(d).


 






    	 	24	 



     


    

 


“Extension
Election” shall have the meaning assigned to such term in Section 2.26(b).


 


“Extension
Request” shall have the meaning assigned to such term in Section 2.26(a).


 


“Facility”
shall mean a Wood Pellet Production Facility and/or a Port Facility, as the context shall require.


 


“Farm Credit
Act” shall mean the Farm Credit Act of 1971, as amended.


 


“Farm Credit
Equities” shall mean, collectively, the Administrative
Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in
connection with the Term Loans from the Farm Credit Lenders hereunder.


 


“Farm Credit
Lender” shall mean a lending institution organized and existing pursuant to the provisions of the Farm Credit Act
and under the regulation of the Farm Credit Administration.


 


“FATCA”
shall mean 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 Section 1471(b)(1) of the Code, and any intergovernmental agreements
entered into by the United States that implement or modify the foregoing (together with the portions of any law implementing such
intergovernmental agreements).


 


“FCPA”
shall mean the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“Federal
Funds Effective Rate” shall mean, 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.


 


“Fee Letter”
shall mean the Fee Letter dated December 19, 2014 between the Administrative
Borrower and Barclays, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time.


 


“Fees”
shall mean the Revolving Credit Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank
Fees.


 


“Fifth
Amendment” shall mean that certain Fifth Amendment to Credit Agreement, dated as of March 18, 2021 (“Fifth
Amendment”), by and among the Borrowers, the other Guarantors party thereto, the Lenders party thereto, the Administrative
Agent and the Collateral Agent.


 


“Fifth
Amendment Effective Date” shall have the meaning specified in the Fifth Amendment, which date occurred on March 18,
2021.


 






    	 	25	 



     


    

 


“Financial
Covenant Compliance” shall mean, as of any date (including any Date of Determination), that the Administrative
Borrower is in compliance with the covenant levels set forth in the Financial Covenants as of the last day of the most recently
ended fiscal quarter for which financial statements have been (or are required to have been) delivered pursuant to Section 4.02(i),
Section 5.04(a)(i) or 5.04(a)(ii), in each case recalculated to give effect to (i) Total Debt as of
such date and any concurrent incurrence and/or repayment of any Indebtedness (including any commitments that are being incurred
or terminated on such date, assuming, in the case of incurrence, the borrowing of the entire amount thereof on such date net of
the amount of any commitments being terminated on such date), (ii) Unrestricted Cash as of such date after giving effect to
any event for which Financial Covenant Compliance is being determined (but not any increase in Unrestricted Cash attributable to
any Indebtedness being so incurred), (iii) in the case of any calculation under Section 6.04(h), any such Permitted
Acquisition permitted thereunder occurring after the end of the Applicable Period in respect of such date, in each case, as if
such events had occurred on the first day of the Applicable Period in respect of such calculations and remained in effect on the
last day of the Applicable Period, (iv) any other Permitted Acquisition permitted hereunder occurring after the end of the
Applicable Period in respect of such date, in each case, as if such events had occurred on the first day of the Applicable Period
in respect of such calculations and remained in effect on the last day of the Applicable Period and (v) subject to clause
(x)(d) of the definition of Consolidated EBITDA, Consolidated EBITDA Adjustments on account of (x) any Material
Project for which (A) the Commencement Date occurred after the end of the Applicable Period in respect of such date or (B) the
Commencement Date occurred prior to the end of the Applicable Period in respect of such date, but the completion percentage has
increased since the end of the Applicable Period in respect of such date and (y) Permitted Drop-Down Acquisitions consummated
after the end of the Applicable Period in respect of such date, in each case, only to the extent that the requirements set forth
in the second paragraph of the definition of “Consolidated EBITDA Adjustments” have been met in respect thereof.


 


“Financial
Covenants” shall mean each of the covenants set forth in Section 6.10 and Section 6.13.


 


“Financial
Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller
of such Person.


 


“First-Tier
Foreign Subsidiary” shall mean a Foreign Subsidiary that is a direct Subsidiary of the Administrative
Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary).


 


“Flood
Insurance Laws” shall mean, 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) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


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


 


“Foreign
Lender” shall mean any Lender that is not a “United States person” as such term is defined in Section 7701(a)(30)
of the Code.


 


“Foreign
Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.


 


“Fourth
Amendment” shall mean the Fourth Amendment to Credit Agreement and Second Amendment to Guarantee and Collateral Agreement,
dated as of October 18, 2018, which amends the Original Credit Agreement.


 






    	 	26	 



     


    

 


“Fourth
Amendment Effective Date” shall mean October 18, 2018.


 


“Fronting
Exposure” shall mean, at any time there is a Defaulting Lender, with respect to each Issuing Bank, such Defaulting
Lender’s Pro Rata Percentage of the L/C Exposure with respect to Letters of Credit issued by such Issuing Bank, and, with
respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Percentage of the Swing Line Exposure with respect to
Swing Line Loans made by the Swing Line Lender, other than L/C Exposure or Swing Line Exposure as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.


 


“FSHCO”
shall mean any Domestic Subsidiary (including a disregarded entity for U.S. federal income tax purposes) that owns no material
assets (held directly or through Subsidiaries) other than Equity Interests of one or more CFCs or Indebtedness of such CFCs.


 


“GAAP”
shall mean United States generally accepted accounting principles.


 


“General
Partner” shall mean Enviva Partners GP, LLC, a Delaware limited liability company, the sole general partner of the
Administrative Borrower.


 


“Governmental
Authority” shall mean any Federal, state, local or (to the extent applicable and legally binding) foreign court or
governmental department, authority, instrumentality, regulatory body or other agency.


 


“Granting
Lender” shall have the meaning assigned to such term in Section 9.04(j).


 


“Guarantee”
of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness, (b) to purchase or lease property, securities or services for the purpose of
assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness; provided, however, that the term “Guarantee” shall not include endorsements for collection
or deposit in the ordinary course of business.


 


“Guarantee
and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit I,
among the BorrowerBorrowers,
the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties.


 


“Guarantor”
shall mean the BorrowerBorrowers,
each existing and subsequently acquired or organized direct or indirect Wholly Owned Domestic Subsidiary (other than an Excluded
Subsidiary).


 


“Hazardous
Materials” shall mean all hazardous or toxic substances, wastes, pollutants or other substances defined, listed or
regulated as hazardous or toxic or similar designation under any Environmental Law, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances
or wastes of any nature regulated pursuant to any Environmental Law.


 






    	 	27	 



     


    

 


“Hedging
Agreement” shall mean 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.


 


“IBA”
shall have the meaning assigned to such term in Section 1.07.


 


“Immaterial
Restricted Subsidiary” shall mean any Restricted Subsidiary designated by the Administrative
Borrower as an Immaterial Restricted Subsidiary if and for so long as such Immaterial Restricted Subsidiary, together with all
other Immaterial Restricted Subsidiaries so designated as Immaterial Restricted Subsidiaries, does not have (a) total assets
at such time exceeding 5.0% of the Consolidated Total Assets and (b) total revenues and operating income for the most recent
12-month period for which financial statements are available exceeding 5.0% of the total revenues and operating income for the
most recent 12-month period of the Administrative
Borrower and its Restricted Subsidiaries, on a consolidated basis; provided that any Restricted Subsidiary would not be
an Immaterial Restricted Subsidiary to the extent the above required terms are not satisfied; provided, further, that the
Administrative Borrower may designate any Immaterial
Restricted Subsidiary as a Material Restricted Subsidiary in order to cause the above required terms to be satisfied. Notwithstanding
the foregoing, in no event shall the Subsidiary Borrower be an Immaterial Restricted Subsidiary.


 


“Improper
Recipient” shall have the meaning assigned to such term in Section 2.19(d).


 


“Improvements”
shall have the meaning assigned to such term in the Mortgages.


 


“Increased
Amount Date” shall have the meaning assigned to such term in Section 2.25(a).


 


“Incremental Borrowing”
shall mean a Borrowing comprised of Incremental Loans.


 






    	 	28	 



     


    

 


“Incremental
Equivalent Debt” shall mean any unsecured Indebtedness issued or incurred by the Borrower (on
a joint and several basis as between the Borrowers) (and which may be guaranteed by any Guarantor) pursuant to an
indenture, loan agreement, credit agreement, note purchase agreement or otherwise, or any secured Indebtedness consisting of debt
securities issued pursuant to an indenture or note purchase agreement, in each case in lieu of Indebtedness under this Agreement
permitted to be incurred pursuant to Section 2.25; provided that, (i) on the date of such issuance or incurrence,
the aggregate principal amount of all Incremental Equivalent Debt shall not exceed the Maximum Incremental Facilities Amount on
such date, (ii) on the date of such issuance or incurrence, such Indebtedness could have been incurred as Incremental Loan
Commitments on such date under Section 2.25, (iii) such Incremental Equivalent Debt shall not be Guaranteed by
any Person that is not a Loan Party, (iv) such Incremental Equivalent Debt shall not mature and no installments of principal
shall be due and payable on such Incremental Equivalent Debt prior to the Latest Maturity Date at the time such Incremental Equivalent
Debt is incurred, (v) such Incremental Equivalent Debt shall have no financial maintenance covenants, (vi) the definitive
documentation for such Incremental Equivalent Debt shall not include other covenants (excluding interest rate, original issue discount,
fees and prepayment premiums), taken as a whole, that are materially more onerous to the BorrowerBorrowers
and the Guarantors than the covenants for the Credit Facilities provided for in this Agreement, taken as a whole, (vii) such
Incremental Equivalent Debt shall have no mandatory prepayment or redemption provisions other than prepayments or redemptions required
as a result of a change in control or non-ordinary course asset sale, (viii) in the case of Incremental Equivalent Debt that
is secured by all or any portion of the Collateral on a pari passu basis with the Liens securing the Obligations hereunder (A) such
Indebtedness is not secured by any property or assets other than the Collateral, (B) the security agreements relating to such
Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the
Administrative Agent), (C) a representative validly acting on behalf of the holders of such Indebtedness shall have become
party to a Pari Passu Intercreditor Agreement or, if a Pari Passu Intercreditor Agreement has previously been entered into, execute
a joinder to the then existing Pari Passu Intercreditor Agreement in substantially the form provided in the Pari Passu Intercreditor
Agreement and (D) if a Junior Lien Intercreditor Agreement is then in effect, a representative validly acting on behalf of
the holders of such Indebtedness shall execute a joinder to such Junior Lien Intercreditor Agreement in substantially the form
provided in the Junior Lien Intercreditor Agreement and (ix) in the case of Incremental Equivalent Debt that is secured by
all or a portion of the Collateral on a basis junior to the Liens securing the Obligations hereunder (A) such Indebtedness
is not secured by any property or assets other than the Collateral, (B) the security agreements relating to such Indebtedness
are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative
Agent), and (C) a representative validly acting on behalf of the holders of such Indebtedness shall have become party to a
Junior Lien Intercreditor Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute a joinder
to the then existing Junior Lien Intercreditor Agreement in substantially the form provided in the Junior Lien Intercreditor Agreement.


 


“Incremental
Lender” shall mean an Incremental Revolving Lender or an Incremental Term Lender, as the context may require.


 


“Incremental
Loan Commitments” shall mean the commitment of any Lender, established pursuant to Section 2.25, to make
Incremental Term Loans or Incremental Revolving Loans to the BorrowerBorrowers
(on a joint and several basis as between the Borrowers), as applicable.


 


“Incremental
Loans” shall mean Incremental Term Loans or Incremental Revolving Loans.


 


“Incremental
Revolving Lender” shall mean a Lender with an Incremental Revolving Loan Commitment or an outstanding Incremental
Revolving Loan.


 


“Incremental
Revolving Loan Assumption Agreement” shall mean an Incremental Revolving Loan Assumption Agreement among, and in
form and substance reasonably satisfactory to, the BorrowerBorrowers,
the Administrative Agent and one or more Incremental Revolving Lenders.


 


“Incremental
Revolving Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.25,
to make Incremental Revolving Loans to the BorrowerBorrowers
(on a joint and several basis as between the Borrowers).


 


“Incremental
Revolving Loans” shall mean Revolving Loans made by one or more Lenders to the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) pursuant to such Lender’s Incremental Revolving Loan
Commitment in Section 2.01.


 


“Incremental
Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.


 


“Incremental
Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption Agreement among, and in form and substance
reasonably satisfactory to, the BorrowerBorrowers,
the Administrative Agent and one or more Incremental Term Lenders.


 






    	 	29	 



     


    

 


“Incremental
Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.25,
to make Incremental Term Loans to the BorrowerBorrowers
(on a joint and several basis as between the Borrowers).


 


“Incremental
Term Loan Maturity Date” shall mean the final maturity date of any Incremental Term Loan, as set forth in the applicable
Incremental Term Loan Assumption Agreement.


 


“Incremental
Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term
Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.


 


“Incremental
Term Loans” shall mean Term Loans made by one or more Lenders to the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) pursuant to Section 2.01(c). Incremental Term
Loans may be made in the form of, to the extent permitted by Section 2.25 and provided for in the relevant Incremental
Term Loan Assumption Agreement, Other Term Loans.


 


“Indebtedness”
of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds (other than surety, appeal or performance bonds to the extent that such surety, appeal or performance
bonds do not constitute or result in the incurrence of reimbursement obligations payable by such Person), debentures, notes or
similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating
to property or assets purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase
price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business),
(e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby
have been assumed (such Indebtedness to be valued at an aggregate outstanding principal amount not to exceed the fair market value
of such property), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of
such Person, (h) all Synthetic Lease Obligations of such Person, (i) net obligations of such Person under any Hedging
Agreements, valued at the Agreement Value thereof, (j) all obligations of such Person with respect to the redemption, repayment
or other repurchase of any Disqualified Stock (valued at the greater of its voluntary or involuntary liquidation preference plus
any accrued and unpaid dividends), (k) all obligations of such Person as an account party in respect of letters of credit
(to the extent such letter of credit does not support any Indebtedness of such Person which is otherwise recognized under this
definition) and (l) all obligations of such Person in respect of bankers’ acceptances. The Indebtedness of any Person
shall include the Indebtedness of any partnership in which such Person is a general partner to the extent such Person is liable
for such Indebtedness pursuant to applicable law or the relevant partnership agreement; provided, however, that reserves for retention
or deductible amount under insurance programs shall not be considered “Indebtedness” for purposes of this definition. 
Notwithstanding the foregoing, (i) any obligation arising from any agreement providing for indemnities, guarantees or similar
obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of
assets and (ii) any Seller Retained Interest, shall not constitute “Indebtedness” unless and until (x) in
the case of clause (i), such obligation becomes due and payable or certain to be payable or (y) in the case of clause (ii),
such Seller Retained Interest is recognized as debt on the balance sheet of such Person in accordance with GAAP.


 


“Indemnified
Taxes” shall mean Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account
of any obligation of theany
Borrower or any other Loan Party under any Loan Document.


 


“Indemnitee”
shall have the meaning assigned to such term in Section 9.05(b).


 






    	 	30	 



     


    

 


“Information”
shall have the meaning assigned to such term in Section 9.16.


 


“Intellectual
Property” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.


 


“Interest
Coverage Ratio” shall mean, for any Applicable Period, the ratio of (a) Consolidated EBITDA for such period
to (b) Consolidated Interest Expense for such period; provided that the Interest Coverage Ratio shall be calculated
to give effect to the adjustments set forth in clauses (i), (iv) and (v) of the definition of “Financial Covenant
Compliance”.


 


“Interest
Election Notice” shall mean an Interest Election Notice, delivered by the Administrative
Borrower pursuant to Section 2.10, substantially in the form of Exhibit E.


 


“Interest
Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and
December, (b) with respect to any Eurodollar 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 Eurodollar Borrowing with an Interest Period of more than three months’ duration,
each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable
to such Borrowing and (c) with respect to any Swing Line Loan, the last Business Day of each March, June, September and
December.


 


“Interest
Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months thereafter (and if available
to all Lenders holding such Borrowings twelve months thereafter), as the Administrative
Borrower may elect; provided, however, that (a) 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, (b) any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period and (c) no Interest Period for any Loan shall extend beyond the maturity date of such Loan. Interest
shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.


 


“Interpolated
Rate” shall mean, in relation to the LIBO Rate for a given Loan, the rate which results from interpolating on a linear
basis between:


 


(a)            the
applicable LIBO 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 LIBO 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.


 






    	 	31	 



     


    

 


“Investment”
with respect to any Person shall mean: (i) any acquisition of Equity Interests, bonds, notes, debentures, partnership, joint
venture or other ownership interests or other securities of another Person; (ii) any advance, loan or other extension of credit
to or assumption of debt of another Person; and (iii) any acquisition of any division or business unit of, or substantially
all of the assets of, another Person.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


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


 


“Issuing
Bank” shall mean, as the context may require, (a) each bank or financial institution listed on Schedule 2.02,
acting through any of its respective Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder and (b) any
other Lender that may become an Issuing Bank pursuant to Section 2.24(i) or 2.24(k), with respect to Letters
of Credit issued by such Lender. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate
or branch with respect to Letters of Credit issued by such Affiliate or branch.


 


“Issuing
Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).


 


“Junior
Lien Intercreditor Agreement” shall mean the Second Lien Intercreditor Agreement substantially in the form of Exhibit O.


 


“L/C Commitment”
shall mean the commitment of each Issuing Bank to issue Letters of Credit pursuant to Section 2.24. The aggregate amount
of the L/C Commitment shall not exceed the lesser of (x) $50,000,000 and (y) the Revolving Credit Commitments. As of
the Fourth Amendment Effective Date, the L/C Commitment of Barclays is $12,500,000.


 


“L/C Disbursement”
shall mean a payment or disbursement made by any Issuing Bank pursuant to a Letter of Credit issued by such Issuing Bank.


 


“L/C Exposure”
shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the
aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the BorrowerBorrowers
at such time. The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate
L/C Exposure at such time.


 


“L/C Extension
Notice” shall mean an L/C Extension Notice delivered by the Administrative
Borrower pursuant to Section 2.24 and substantially in the form of Exhibit F.


 


“L/C Participation
Fee” shall have the meaning assigned to such term in Section 2.05(c).


 


“Latest
Maturity Date” shall mean, at any date of determination, the latest maturity date or expiration date applicable to
any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Loans as extended, replaced
or refinanced in accordance with this Agreement from time to time.


 


“Law”
shall mean any federal, state, regional or local constitution, statute, code, law (including common law), rule or regulation,
or any judgment, permit, order, ordinance, writ, injunction or decree of, any Governmental Authority.


 






    	 	32	 



     


    

 


“Lenders”
shall mean (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto
pursuant to an Assignment and Acceptance or Affiliated Lender Assignment and Acceptance, as applicable), (b) any Person that
has become a party hereto pursuant to an Assignment and Acceptance or Affiliated Lender Assignment and Acceptance, as applicable,
(c) the Swing Line Lender, (d) each Additional Incremental Lender, (e) each Additional Refinancing Lender and (f) each
Extending Lender.


 


“Letter
of Credit” shall mean any standby letter of credit issued pursuant to Section 2.24.


 


“LIBO Rate”
shall have the meaning assigned to such term in the definition of “Eurodollar Rate.”


 


“Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest
in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to
such securities.


 


“Loan Documents”
shall mean this Agreement, the Letters of Credit, the Security Documents, each Incremental Term Loan Assumption Agreement, each
Incremental Revolving Loan Assumption Agreement, each Extension Amendment, each Refinancing Amendment, the Notes, if any, executed
and delivered pursuant to Section 2.04(e), the Fee Letter and any other document from time to time executed in connection
with the foregoing that is designated as a “Loan Document”.


 


“Loan Parties”
shall mean the BorrowerBorrowers
and each other Person that is a Guarantor.


 


“Loans”
shall mean the Revolving Loans, the Swing Line Loans, the Term Loans, the Incremental Loans, the Extended Loans, the Refinancing
Revolving Loans and the Refinancing Term Loans.


 


“LP Agreement”
shall mean the First Amended and Restated Agreement of Limited Partnership of the Administrative
Borrower, dated as of May 4, 2015, as the same may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time to the extent an Event of Default under paragraph (n) of Article VII has not occurred
as a result of such amendment, restatement, amendment and restatement, supplement or other modification.


 


“Lynemouth
Contract” shall mean the CIF Contract for the Purchase of Wood Pellet Biomass, dated as of May 31, 2016, between
Lynemouth Power Limited, as buyer, and Enviva, LP, as seller, as amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof and thereof.


 


“Management
Services Agreement” shall mean the Management Services Agreement, dated as of April 9, 2015, entered into by
and among the Administrative Borrower and certain
Affiliates of the Administrative Borrower and Enviva
Management Company, LLC, as the provider of services, as amended, restated, supplemented or otherwise modified from time to time.


 


“Margin
Stock” shall have the meaning assigned to such term in Regulation U.


 


“Material
Adverse Effect” shall mean (a) a materially adverse effect on the business, assets, liabilities, operations,
financial condition or operating results of the Administrative
Borrower and the Restricted Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Administrative
Borrower or the Restricted Subsidiaries, taken as a whole, to perform any of their material obligations under the Loan Documents
to which they are parties or (c) a material impairment of the rights and remedies of or benefits available to the Lenders
or the Administrative Agent or Collateral Agent under any Loan Document.


 






    	 	33	 



     


    

 


“Material
Contracts” shall mean (i) the Drax Contract, (ii) the MGT Contract and (iii) the Lynemouth Contract.


 


“Material
Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of
one or more Hedging Agreements, of any one or more of the Administrative
Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding the Materiality Threshold. For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Administrative
Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging
Agreement at such time.


 


“Material
Investment” shall mean any Investment, or series of related Investments, by the Administrative
Borrower or a Restricted Subsidiary of at least $50,000,000 in a Person that is not a Restricted Subsidiary for the purpose of
developing or acquiring an interest in a Facility.


 


“Material
Leased Real Property” shall mean each of the leased Real Properties of the Loan Parties specified on Schedule 3.20(b) and
on any date of determination, any leased Wood Pellet Production Facility or Port Facility and any other Real Property, or group
of related tracts of Real Property, leased (whether in a single transaction or in a series of transactions) by any Loan Party,
in each case where the fair market value of such lease (including the fair market value of improvements owned by such Person and
located thereon) on such date of determination exceeds $10,000,000.


 


“Material
Non-Public Information” shall mean material non-public information with respect to the Administrative
Borrower, its Subsidiaries or any of their securities.


 


“Material
Owned Real Property” shall mean each of the owned Real Properties of the Loan Parties specified on Schedule 3.20(a) and
on any date of determination, any owned Wood Pellet Production Facility or Port Facility and any other Real Property, or group
of related tracts of Real Property, acquired (whether acquired in a single transaction or in a series of transactions) or owned
in fee by any Loan Party, in each case having a fair market value (including the fair market value of improvements owned or leased
by such Person and located thereon) on such date of determination exceeding $10,000,000.


 


“Material
Projects” shall mean, collectively, any capital project of the Administrative
Borrower or any of its Restricted Subsidiaries the aggregate cost of which (inclusive of capital costs expended prior to the acquisition,
construction or expansion thereof) is reasonably expected by the Administrative
Borrower to exceed, or exceeds, $3,000,000. For the avoidance of doubt, no Drop-Down Acquisition shall be considered a Material
Project.


 


“Material
Restricted Subsidiary” shall mean any Restricted Subsidiary other than any Immaterial Restricted Subsidiary.


 


“Material
Subsequent Facility Payments” shall mean any payment (other than earn-out payments) by the Administrative
Borrower or a Restricted Subsidiary of at least $50,000,000 to the seller of any Wood Pellet Production Facility or Port Facility
previously acquired by the Administrative Borrower
or any Restricted Subsidiary that is triggered by an event occurring subsequent to the acquisition of such Wood Pellet Production
Facility or Port Facility that is reasonably expected to result in increased Consolidated EBITDA attributable to such Wood Pellet
Production Facility or Port Facility within one year of such payment, as certified to the Administrative Agent by a Financial Officer
of the Administrative Borrower and approved by the
Administrative Agent (such approval not to be unreasonably withheld).


 






    	 	34	 



     


    

 


“Material
Transaction Period” shall mean a period from and after the occurrence of a Qualifying Material Transaction to and
including the last day of the second full fiscal quarter following the fiscal quarter in which such Qualifying Material Transaction
occurred.


 


“Materiality
Threshold” shall mean $35,000,000.


 


“Maximum
Incremental Facilities Amount” shall mean, as of any date, the sum of the following:


 


(a)             (x) $25,000,000
minus (y) the aggregate principal amount of all Incremental Loan Commitments outstanding as of such date and (without
duplication) Incremental Loans and/or Incremental Equivalent Debt incurred or issued on or prior to such date pursuant to clause
(a)(x) of this definition, plus


 


(b)             (x) the
amount of any voluntary prepayments of the Loans (in the case of any prepayment of Revolving Loans, to the extent accompanied by
a permanent reduction in the relevant commitment) (it being understood that any such voluntary prepayment financed with the proceeds
of incurrences of Indebtedness shall not be included in the calculation of the amount under this clause (b)) made on or
prior to such date minus (y) the aggregate principal amount of all Incremental Loan Commitments outstanding as of such
date and (without duplication) Incremental Loans and/or Incremental Equivalent Debt incurred or issued on or prior to such date
pursuant to clause (b)(x) of this definition, plus


 


(c)             the
Ratio Based Incremental Amount as of such date.


 


“Maximum
Rate” shall have the meaning assigned to such term in Section 9.09.


 


“MGT Contract”
shall mean the Biomass Supply Agreement, dated as of January 22, 2016, between Enviva Wilmington Holdings, LLC, as purchaser,
and the Administrative Borrower, as seller, as amended,
amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof (which
Agreement is, for the avoidance of doubt, in relation to those certain volumes contracted to be sold by Enviva Wilmington Holdings,
LLC to MGT Teesside Limited).


 


“Minimum
Collateral Amount” shall mean, at any time, cash collateral consisting of cash or deposit account balances in an
amount equal to 102% of the Fronting Exposure of any Issuing Bank with respect to Letters of Credit issued and outstanding at such
time.


 


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


 


“Mortgage
Modification Requirements” shall mean each of the conditions precedent to the incurrence of additional Indebtedness
pursuant to Section 2.25 set forth on Schedule 1.01(b).


 


“Mortgage
Policies” shall have the meaning assigned to such term in Section 4.02(e).


 


“Mortgaged
Properties” shall mean, as of the Fourth Amendment Effective Date, the owned Real Properties of the Loan Parties
specified on Schedule 1.01(a), and shall include each other parcel of Real Property and improvements thereto with respect
to which a Mortgage is or is required to be granted pursuant to Section 5.13 or Section 5.15, in each case
filed or to be filed in the office specified in Schedule 1.01(a) or Schedule 5.15, as applicable, or as otherwise
required by Section 5.13.


 






    	 	35	 



     


    

 


“Mortgages”
shall mean the mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security
documents delivered pursuant to Section 4.02(e)(i), Section 5.13 or Section 5.15 each substantially
in the form of Exhibit M (with such changes as are required to account for local law matters) or such other form as
the Collateral Agent shall reasonably agree.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA under which the Administrative
Borrower, any Restricted Subsidiary or their respective ERISA Affiliates is a participating employer.


 


“Net Cash
Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently
received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including
reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Administrative
Borrower’s good faith estimate of income Taxes paid or payable by the Administrative
Borrower or the applicable Restricted Subsidiary in connection with such sale), (ii) amounts provided as a reserve, in accordance
with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset
Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute
Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness
(other than Indebtedness under the Loan Documents and Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt that
is secured by all or a portion of the Collateral) for borrowed money which is secured by the asset sold in such Asset Sale and
which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset and
other than any Loans hereunder); provided, however, that, if (x) the Administrative
Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent not later than the fifth Business Day
following the receipt by the Administrative Borrower
or any Restricted Subsidiary of such cash proceeds setting forth the Administrative
Borrower’s intent to reinvest (or to cause its Restricted Subsidiaries to reinvest) such proceeds in productive assets of
a kind then used or usable in the business of the Administrative
Borrower or any Restricted Subsidiary (or 100% of the Equity Interests of any entity that shall become a Restricted Subsidiary
hereunder that owns such productive assets) within 360 days of receipt of such proceeds and in each case such proceeds are used
for such reinvestment within such 360 day period (or, if committed to be so used within such period, are so reinvested within a
further 180 days thereafter) and (y) no Event of Default shall have occurred and shall be continuing at the time of such certificate
or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the
extent not so used at the end of such period, at which time such proceeds shall be deemed to be Net Cash Proceeds; (b) with
respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of all Taxes and customary fees, commissions,
costs and other expenses incurred in connection therewith; and (c) with respect to any Casualty Event Receipt, the net cash
proceeds thereof (determined in accordance with the definition of “Casualty Event Receipt”) received by or paid to
or for the account of the Administrative Borrower
or any Restricted Subsidiary.


 


“Non-Defaulting
Lender” shall mean any Lender other than a Defaulting Lender.


 


“Non-Extending
Lender” shall have the meaning assigned to such term in Section 2.26(e).


 


“NPL”
shall mean the National Priorities List under CERCLA.


 


“Note”
shall mean a Revolving Loan Note or a Term Loan Note, as the context may require.


 






    	 	36	 



     


    

 



 


“Obligations”
shall mean all “Secured Obligations” or “Obligations” as defined in the Guarantee and Collateral Agreement
and the other Security Documents.


 


“OFAC”
shall have the meaning assigned to such term in Section 3.23(b)(v).


 


“Offer
Process” shall have the meaning assigned to such term in Section 9.04(l)(ii).


 


“Organizational
Documents” shall mean (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.


 


“Original
Closing Date” shall mean the date on which the conditions precedent set forth in Section 4.02 shall have
been satisfied or waived, which date is April 9, 2015. References in any Loan Document to “Closing Date” shall,
from and after the Fourth Amendment Effective Date, refer to the Original Closing Date.


 


“Original
Credit Agreement” shall have the meaning assigned to such term in the introductory statement to this Agreement.


 


“Original
Revolving Credit Maturity Date” shall have the meaning assigned to such term in the definition of “Revolving
Credit Maturity Date.”


 


“Other
Applicable Indebtedness” shall have the meaning assigned to such term in Section 2.13(b).


 


“Other
Connection Taxes” shall mean, 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” shall mean any and all present or future stamp, court, intangible, recording, filing, documentary or similar
Taxes arising from any payment made under any Loan Document or from the execution, delivery, performance, registration or enforcement
of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21(a)).


 


“Other
Term Loans” shall have the meaning assigned to such term in Section 2.25(a).


 


“Pari Passu
Intercreditor Agreement” shall mean the Pari Passu Intercreditor Agreement substantially in the form of Exhibit P.


 


“Participant”
shall have the meaning assigned to such term in Section 9.04(f).


 






    	 	37	 



     


    

 


“Participant
Register” shall have the meaning assigned to such term in Section 9.04(f).


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Perfection
Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit L.


 


“Permitted
Acquisition” shall have the meaning assigned to such term in Section 6.04(h).


 


“Permitted
Business” shall mean the business conducted (or proposed to be conducted) by the Administrative
Borrower and the Restricted Subsidiaries as of the date of this Agreement, and all business that is reasonably similar or ancillary
thereto and reasonable extensions thereof.


 


“Permitted
Drop-Down Acquisition” shall have the meaning assigned to such term in Section 6.04(j).


 


“Permitted
Encumbrances” shall mean those Liens permitted by Section 6.02.


 


“Permitted
Equity Liens” shall have the meaning assigned to such term in Section 3.07(a).


 


“Permitted
Investments” shall mean:


 


(q)          direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America),
in each case maturing within twelve months from the date of acquisition thereof;


 


(r)            investments
in commercial paper maturing within twelve months from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody’s;


 


(s)           investments
in certificates of deposit, banker’s acceptances and time deposits maturing within twelve months from the date of acquisition
thereof issued or guaranteed by or placed with, and demand, savings and money market deposit accounts issued or offered by, the
Administrative Agent or any Affiliate of the Administrative Agent, any Arranger or any Affiliate of any Arranger or any domestic
office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined
capital and surplus and undivided profits of not less than $500,000,000 and that issues (or the parent of which issues) commercial
paper rated at least “Prime-2” (or the then equivalent grade) by Moody’s or “A-2” (or the then equivalent
grade) by S&P;


 


(t)            fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above
and entered into with a financial institution satisfying the criteria of clause (c) above; and


 


(u)           investments
in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, at
least 95% of whose assets are invested in investments of the type described in clauses (a) through (d) above.


 






    	 	38	 



     


    

 


“Permitted
Junior Refinancing Debt” shall mean secured Indebtedness incurred solely by the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) (and which may be guaranteed by any Guarantor) in the form
of one or more series of second lien secured notes or loans; provided, that (i) such Indebtedness is secured by all
or less than all of the Collateral on a basis junior to the Liens securing the Obligations hereunder and the obligations in respect
of any Permitted Pari Passu Refinancing Debt and is not secured by any property or assets other than the Collateral, (ii) such
Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise
obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously
applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection
with such Permitted Junior Refinancing Debt, and any Revolving Credit Commitments so refinanced shall be concurrently terminated;
(iv) such Indebtedness (including, if such Indebtedness includes any Revolving Credit Commitments, the unused portion of such
Revolving Credit Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the
Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Credit Commitments, the
applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in
connection therewith, (v) such Indebtedness does not mature or have scheduled amortization or payments of principal (other
than, in any case, amortization at a rate of no more than 1% per annum) prior to the date that is the Latest Maturity Date at the
time such Indebtedness is incurred, (vi) the security agreements relating to such Indebtedness are substantially the same
as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), and (vii) a
representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Junior Lien Intercreditor
Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute a joinder to the then existing
Junior Lien Intercreditor Agreement in substantially the form provided in the Junior Lien Intercreditor Agreement.


 


“Permitted
Pari Passu Refinancing Debt” shall mean any secured Indebtedness incurred solely by the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) (and which may be guaranteed by any Guarantor) in the form
of one or more series of senior secured notes or loans; provided, that (i) such Indebtedness is secured by all or less
than all of the Collateral on a pari passu basis with the Liens securing the Obligations hereunder and is not secured by any property
or assets other than the Collateral, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such
Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds
thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon,
and fees and expenses incurred in connection with such Permitted Pari Passu Refinancing Debt, and any Revolving Credit Commitments
so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving
Credit Commitments, the unused portion of such Revolving Credit Commitments) is in an original aggregate principal amount not greater
than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part,
of unused Revolving Credit Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and
fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness does not mature or have scheduled amortization
or payments of principal (other than, in any case, amortization at a rate of no more than 1% per annum) prior to the date that
is the Latest Maturity Date at the time such Indebtedness is incurred, (vi) the security agreements relating to such Indebtedness
are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative
Agent), (vii) a representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Pari
Passu Intercreditor Agreement or, if a Pari Passu Intercreditor Agreement has previously been entered into, execute a joinder to
the then existing Pari Passu Intercreditor Agreement in substantially the form provided in the Pari Passu Intercreditor Agreement
and (viii) if applicable, a representative validly acting on behalf of the holders of such Indebtedness shall have become
party to a Junior Lien Intercreditor Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute
a joinder to the then existing Junior Lien Intercreditor Agreement in substantially the form provided in the Junior Lien Intercreditor
Agreement.


 






    	 	39	 



     


    

 


“Permitted
Priority Encumbrances” shall mean, with respect to Real Property, those Liens permitted by paragraphs (a),
(b), (c), (d), (e), (g), (h), (i), (j), (k), (p) and
(w) of Section 6.02.


 


“Permitted
Refinancing Debt” shall mean any modification, refinancing, refunding, renewal or extension of any Indebtedness;
provided, that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount
(or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount
equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred,
in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments
unutilized thereunder; (ii) such modification, refinancing, refunding, renewal or extension (A) has a final maturity
date the same as or later than the final maturity date of the Indebtedness so modified, refinanced, refunded, renewed or extended
and (B) has a weighted average life to maturity the same as or greater than the weighted average life to maturity of the Indebtedness
so modified, refinanced, refunded, renewed or extended; (iii) at the time thereof, no Default or Event of Default shall have
occurred and be continuing; (iv) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended
is unsecured and/or subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or
extension is unsecured and/or subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable
to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed
or extended; (v) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is secured, such
modification, refinancing, refunding, renewal or extension is secured by no more collateral than the Indebtedness being modified,
refinanced, refunded, renewed or extended; and (vi) the obligors in respect of such Indebtedness being modified, refinanced,
refunded, renewed or extended remain the same (or constitute a subset thereof).


 


“Permitted
Unsecured Debt” shall mean Indebtedness that is unsecured (or secured solely by liens permitted by Section 6.02(y))
incurred solely by the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) (and which may be guaranteed by any Guarantor); provided,
that (i) the Administrative Borrower shall be
in Financial Covenant Compliance before and after giving effect to the incurrence of such Indebtedness, (ii) such unsecured
Indebtedness shall not be guaranteed by any Person that is not a Guarantor hereunder, (iii) such Indebtedness shall not mature
and no installments of principal (other than, in any case, amortization at a rate of no more than 1% per annum) shall be due and
payable on such Indebtedness prior to the Latest Maturity Date at the time such Indebtedness is incurred (except to the extent
the proceeds of such Indebtedness are subject to an escrow or similar arrangement for the benefit of the holders of such Indebtedness
as described in Section 6.02(y) and such proceeds are released to such holders in accordance with the terms thereof),
(iv) such Indebtedness shall have no financial maintenance covenants that are more onerous to the BorrowerBorrowers
and the Guarantors than the financial maintenance covenants for the Credit Facilities provided for in this Agreement, (v) the
definitive documentation for such Indebtedness shall not include other covenants, (excluding interest rate, original issue discounts,
fees and prepayment premiums) taken as a whole, that are materially more onerous to the BorrowerBorrowers
and the Guarantors than the covenants for the Credit Facilities provided for in this Agreement, taken as a whole (it being agreed
that customary “high yield” style covenants for a company of this type shall not be considered materially more onerous
to the BorrowerBorrowers
and the Guarantors than the covenants for the Credit Facilities provided for in this Agreement, taken as a whole), and (vi) such
Indebtedness shall have no mandatory prepayment or redemption provisions other than prepayments or redemptions (A) required
as a result of a change in control or non-ordinary course asset sale or (B) from the proceeds of such Indebtedness that were
subject to an escrow or similar arrangement for the benefit of the holders of such Indebtedness as described in Section 6.02(y) (it
being understood that accrued interest and fees may be paid in connection with the mandatory prepayment or redemption of such Indebtedness).


 






    	 	40	 



     


    

 


“Permitted
Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred solely by the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) (and which may be guaranteed by any Guarantor) in the form
of one or more series of senior or subordinated unsecured notes or loans; provided that (i) such Indebtedness is issued,
incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially
contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred
in connection with such Permitted Unsecured Refinancing Debt, and any Revolving Credit Commitments so refinanced shall be concurrently
terminated, (ii) such Indebtedness (including, if such Indebtedness includes any Revolving Credit Commitments, the unused
portion of such Revolving Credit Commitments) is in an original aggregate principal amount not greater than the aggregate principal
amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Credit
Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably
incurred in connection therewith, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal
(other than, in any case, amortization at a rate of no more than 1% per annum) prior to the date that is the Latest Maturity Date
at the time such Indebtedness is incurred, (iv) such Indebtedness is not secured by any Lien on any property or assets of
theany
Borrower or any Restricted Subsidiary and (v) such Indebtedness is not guaranteed by any Person other than the Guarantors.


 


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


 


“Plan”
shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA
or Sections 412 and 430 of the Code or Section 302 of ERISA, and in respect of which the Administrative
Borrower or any Restricted Subsidiary or any ERISA
Affiliate is (or, if such plan were terminated, would under Sections 4062 or 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Platform”
shall have the meaning assigned to such term in Section 9.01.


 


“Port Facility”
shall mean a marine terminal, and all related docks, piers, buildings and other structures, facilities, paved roads, storage areas,
equipment (including, without limitation, automated cargo handling systems, stationary stackers, water spray systems, hatch covers,
gangways, scales, cranes, conveyors, hoppers and other devices used for loading and unloading vehicles) and parts, including all
structures or improvements erected on any real property on which a Port Facility is located, all alterations thereto or replacements
thereof, all fixtures, attachments, appliances, equipment, machinery and other articles attached thereto or used in connection
therewith and all equipment or parts which may from time to time be incorporated or installed in or attached thereto, all contracts
and agreements for the purchase or sale of commodities or other personal property related thereto, all real or personal property
owned or leased related thereto, and all other real and tangible and intangible personal property leased or owned and placed upon
or used in connection with the receipt, storage, and loading of Wood Pellets upon any such real property.


 


“Prepayment
Notice” shall mean a Prepayment Notice delivered by the Administrative
Borrower pursuant to Section 2.12 and substantially in the form of Exhibit G.


 


“Prime
Rate” shall mean 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 Board in Federal
Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is
no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by
the Board (as determined by the Administrative Agent).


 






    	 	41	 



     


    

 


“Pro Rata
Percentage” of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment
represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have expired
or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently
in effect, giving effect to any subsequent assignments.


 


“Project
Finance Holding Company” shall mean any Subsidiary that (i) has no material liabilities and owns no material
assets other than Equity Interests of one or more Project Finance Subsidiaries and (ii) all of the Equity Interests of which
have been pledged by a Loan Party to the Collateral Agent; provided that no Project Finance Holding Company shall, directly
or indirectly, own Equity Interests of Project Finance Subsidiaries that, collectively, own material assets reasonably relating
to more than one Facility or series of related Facilities referred to in clause (i)(x) of the definition of “Project
Finance Subsidiary”.


 


”Project
Finance Indebtedness” shall mean any Indebtedness incurred by any Project Finance Subsidiary to finance the acquisition,
improvement, design, engineering, construction, development, completion, maintenance or operation of, or otherwise to pay costs
and expenses relating to or incurred in connection with the foregoing for, any Facility (and any Indebtedness incurred to refinance
the same), which Indebtedness does not provide for recourse against the Administrative
Borrower or any Restricted Subsidiary (other than any Project Finance Subsidiary) or any property or asset (other than Equity Interests
of such Project Finance Subsidiary) of the Administrative
Borrower or any Restricted Subsidiary (other than any Project Finance Subsidiary).


 


“Project
Finance Subsidiary” shall mean any Subsidiary of the Administrative
Borrower (other than a Loan Party) that (i)(x) is an obligor under any Project Finance Indebtedness incurred to finance the
acquisition, improvement, design, engineering, construction, development, completion, maintenance and operation of, or otherwise
pay the costs and expenses relating to or incurred in connection with the foregoing for, any Facility, provided that substantially
all of the assets of such Person are comprised of such Facility and assets relating thereto and (y) is a direct Wholly Owned
Subsidiary of either (A) a Project Finance Subsidiary pursuant to the following clause (ii) or (B) a Project
Finance Holding Company or (ii)(x) is a direct Wholly Owned Subsidiary of either (A) another Project Finance Subsidiary
or (B) a Project Finance Holding Company and (y) either (A) has no material liabilities and owns no material assets
other than Equity Interests of one or more Project Finance Subsidiaries or (B) has no material liabilities and owns no material
assets other than those reasonably relating to a Facility referred to in clause (i)(x) above.


 


“Projected
Amount” shall mean, as of any date of determination, the sum of the Quarterly Projected Amounts with respect to a
Material Project or Permitted Drop-Down Acquisition, as applicable, in respect of only the fiscal quarters for which financial
statements have not yet been (and are not yet required to be) delivered pursuant to Sections 4.02(i), 5.04(i) or
5.04(ii); provided that, for the avoidance of doubt, for any determination of whether a Default has occurred for
failure to comply with the Financial Covenants, “Projected Amount” shall not include Quarterly Projected Amounts on
account of periods ending on or prior to the relevant Date of Determination.


 






    	 	42	 



     


    

 


“Projected
Consolidated EBITDA” shall mean, (a) in respect of any Material Project, the projected Consolidated EBITDA attributable
to such Material Project for each fiscal quarter of the four fiscal quarter period beginning with the first full fiscal quarter
following the fiscal quarter in which the Commercial Operation Date in respect thereof occurs, such amount to be determined by
the Administrative Borrower in good faith and approved
by the Administrative Agent (such approval not to be unreasonably withheld) based upon projected revenues that are reasonably likely
on the basis of sound financial planning practice and Prudent Industry Practices, the creditworthiness and applicable projected
volumes of the prospective customers, capital and other costs, operating, shipping and administrative expenses, the Scheduled Commercial
Operation Date, commodity price assumptions, the class and amount of Equity Interests of such Material Project owned, directly
or indirectly, by the Administrative Borrower and
other factors reasonably deemed appropriate by the Administrative
Borrower in good faith and as approved by the Administrative Agent (such approval not to be unreasonably withheld); and (b) in
respect of any Permitted Drop-Down Acquisition, the projected Consolidated EBITDA attributable to such Permitted Drop-Down Acquisition
for each fiscal quarter of the four fiscal quarter period beginning with the first full fiscal quarter following the fiscal quarter
in which such Permitted Drop-Down Acquisition is consummated, such amount to be determined by the Administrative
Borrower in good faith and approved by the Administrative Agent (such approval not to be unreasonably withheld) based upon capital
and other costs, operating, shipping and administrative expenses, commodity price assumptions, ramp-up production assumptions,
the class and amount of Equity Interests of such Permitted Drop-Down Acquisition owned, directly or indirectly, by the Administrative
Borrower and other factors reasonably deemed appropriate by the Administrative
Borrower in good faith and as approved by the Administrative Agent (such approval not to be unreasonably withheld).


 


Notwithstanding the
foregoing, in connection with the calculation of any Consolidated EBITDA Adjustment on any date of determination in respect of
any Material Project or any Permitted Drop-Down Acquisition, Projected Consolidated EBITDA for such Material Project or Permitted
Drop-Down Acquisition shall be deemed to be zero unless the Administrative
Borrower certifies to the Administrative Agent in good faith in the Compliance Certificate delivered pursuant to Section 5.04(a)(iii) in
connection with such date of determination that no event or condition has occurred or exists that could reasonably be expected
to result in any materially adverse change to the Projected Consolidated EBITDA relating to such Material Project or Permitted
Drop-Down Acquisition (including, without limitation, any materially adverse changes to the creditworthiness and applicable projected
volumes of the prospective customers), or, if the Administrative
Borrower is unable to make such certification or determines that the Projected Consolidated EBITDA has increased, the Administrative
Borrower provides the Administrative Agent with written and revised pro forma projections of the Projected Consolidated EBITDA
attributable to such Material Project or Permitted Drop-Down Acquisition recalculated by the Administrative
Borrower in good faith and taking into account any such event or condition, which revised projections shall then be used to determine
the Projected Consolidated EBITDA as set forth in the first paragraph of this definition in respect of such Material Project or
Permitted Drop-Down Acquisition if approved by the Administrative Agent (such approval not to be unreasonably withheld).


 


“Projected
Contracted Capacity” shall mean, for any period, the fraction (expressed as a percentage) arrived at by dividing
(i) the aggregate projected production capacity of all Applicable Wood Pellet Production Facilities that is contracted to
be sold pursuant to Qualifying Off-Take Contracts during such period by (ii) the aggregate projected production capacity of
all Applicable Wood Pellet Production Facilities for such period, in each case, as such projections are reasonably determined by
the Administrative Borrower in good faith and approved
by the Administrative Agent (such approval not to be unreasonably withheld).


 


“Projections”
shall mean the projections of the Administrative Borrower
and its Restricted Subsidiaries included in the financial model provided to the Administrative Agent on September 28, 2018.


 






    	 	43	 



     


    

 


“Prudent
Industry Practices” shall mean any of the practices, methods and acts engaged in or approved by a significant portion
of the Wood Pellet production industry for Wood Pellet Production Facilities and Port Facilities that are similar to the Facilities
in the United States during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result
at a reasonable cost consistent with good business practices, sound engineering practices, reliability, safety and expedition.
For the avoidance of doubt, “Prudent Industry Practices” is not intended to be limited to the optimum practice, method
or act to the exclusion of all others, but rather to be acceptable principles, methods and acts generally accepted in the United
States, having due regard for, among other things, the preservation of manufacturers’ warranties and operating instructions,
the requirements or guidance of Governmental Authorities, applicable laws, applicable operating guidelines and rules and the
requirements of insurers.


 


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


 


“Public
Lender” shall have the meaning assigned to such term in Section 9.01.


 


“QFC”
shall have 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).


 


“QFC
Credit Support” shall have the meaning assigned to such term in Section 9.22.


 


“Qualified
Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.


 


“Qualified
Counterparty” shall mean, with respect to any Hedging Agreement, any counterparty thereto that at the time such Hedging
Agreement was entered into was a Lender, an Agent or an Arranger, or an Affiliate of any of the foregoing.


 


“Qualifying
Material Transaction” shall mean (w) any Permitted Acquisition or Permitted Drop-Down Acquisition (other than
a Permitted Acquisition or Permitted Drop-Down Acquisition of a Port Facility) with Acquisition Consideration of at least $75,000,000,
(x) $50,000,000 with respect to any Permitted Acquisition or Permitted Drop-Down Acquisition of a Port Facility, (y) any
Material Subsequent Facility Payment and (z) any Material Project the aggregate cost of which (inclusive of capital costs
expended prior to the acquisition, construction or expansion thereof) exceeds $50,000,000 reaching its Commercial Operations Date.


 


“Qualifying
Off-Take Contract” shall mean a binding and enforceable contract for the sale of Wood Pellets from Wood Pellet Production
Facilities of the Administrative Borrower or any Restricted
Subsidiary that (i) has been entered into between the Administrative
Borrower or any Restricted Subsidiary and a Qualifying Off-Take Counterparty, (ii) is consistent with Prudent Industry Practices
and (iii) provides for fixed-rate unit pricing, index-based unit pricing or such other pricing terms that are acceptable to
the Administrative Agent.


 


“Qualifying
Off-Take Counterparty” shall mean (a) each Person identified by the Administrative
Borrower to the Administrative Agent in writing and posted to the Lenders on the Fourth Amendment Effective Date (each, a “Qualifying
Person”) and (b) any Person that either has a public corporate credit rating and corporate family rating no
lower than BBB- from S&P and Baa3 from Moody’s or has provided credit support acceptable to the Administrative
Borrower in good faith in favor of the Administrative
Borrower or the applicable Restricted Subsidiary in connection with any off-take contract entered into with such Person, which
credit support shall be comprised of either (x) a guarantee from (i) an Affiliate of such Person that has a public corporate
credit rating and corporate family rating of no lower than BBB- from S&P and Baa3 from Moody’s or (ii) a Qualifying
Person or (y) one or more surety or performance bonds or a letter or letters of credit from any domestic office of any financial
institution or commercial bank that has a public corporate credit rating and corporate family rating of no lower than BBB+ from
S&P and Baa1 from Moody’s.


 






    	 	44	 



     


    

 


“Quarterly
Projected Amount” shall mean, as the context requires, the Projected Consolidated EBITDA attributable to a Material
Project or a Permitted Drop-Down Acquisition for each fiscal quarter of the four fiscal quarter period beginning with the first
full fiscal quarter following the fiscal quarter in which the Commercial Operation Date of such Material Project occurs or the
first full fiscal quarter following the fiscal quarter in which such Permitted Drop-Down Acquisition is consummated, as applicable.


 


“Rate”
shall have the meaning assigned to such term in the definition of “Type.”


 


“Ratio
Based Incremental Amount” shall mean, as of any date of determination, an amount which, after giving effect to the
borrowings of any Incremental Loans and/or Incremental Equivalent Debt (and treating all Incremental Revolving Loan Commitments
or any revolving credit commitments in respect of any Incremental Equivalent Debt as if fully drawn) and any other Indebtedness
on the effective date thereof on a pro forma basis, will not cause the Total First Lien Leverage Ratio to exceed 3.00 to
1.00; provided that, if the proceeds of any Incremental Term Loan Commitments are being used to finance a Permitted Acquisition
or Permitted Drop-Down Acquisition, the date of determination for purposes of this definition shall be deemed to be the date on
which the definitive agreements for such Permitted Acquisition or Permitted Drop-Down Acquisition are entered into.


 


“Real Property”
shall mean collectively, all right, title and interest of the Administrative
Borrower or any Restricted Subsidiary in and to any and all parcels of real property owned or leased by the Administrative
Borrower or any other Restricted Subsidiary together with all Improvements and appurtenant fixtures, easements and other property
and rights incidental to the ownership, lease or operation thereof.


 


“Recipient”
shall mean the (i) Administrative Agent, (ii) any Lender, and (iii) any Issuing Bank.


 


“Reference
Time” shall mean, with respect to any setting of the then-current Benchmark, (1) if such Benchmark is USD LIBOR,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such
Benchmark is not USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion.


 


“Refinanced
Debt” shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”


 


“Refinanced
Term Loans” shall have the meaning assigned to such term in Section 9.08(d).


 


“Refinancing
Amendment” shall mean an amendment to this Agreement executed by each of (a) the BorrowerBorrowers,
(b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide
any portion of Refinancing Term Loans, Refinancing Revolving Loan Commitments or Refinancing Revolving Loans incurred pursuant
thereto, in accordance with Section 2.27.


 






    	 	45	 



     


    

 


“Refinancing
Revolving Loan Commitments” shall mean one or more Classes of Revolving Credit Commitments hereunder that result
from a Refinancing Amendment.


 


“Refinancing
Revolving Loans” shall mean one or more Classes of Revolving Credit Loans that result from a Refinancing Amendment.


 


“Refinancing
Term Commitments” shall mean one or more Classes of Term Commitments hereunder that are established to fund Refinancing
Term Loans pursuant to a Refinancing Amendment.


 


“Refinancing
Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Refinancing Term
Loan, as set forth in the applicable Refinancing Amendment.


 


“Refinancing
Term Loans” shall mean one or more Classes of Term Loans hereunder that result from a Refinancing Amendment.


 


“Register”
shall have the meaning assigned to such term in Section 9.04(d).


 


“Regulation
T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 


“Regulation X”
shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Related
Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors,
trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Release”
shall mean any placing, spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
migration, dumping, disposing or depositing in, into, onto, or through the environment.


 


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


 


“Replacement
Term Loans” shall have the meaning assigned to such term in Section 9.08(d).


 


“Required
Lenders” shall mean, at any time, Lenders having Loans (other than Swing Line Loans) outstanding, L/C Exposure, Swing
Line Exposure, unused Revolving Credit Commitments and Term Loan Commitments and unused commitments in respect of any other Loans
hereunder representing more than 50% of the sum of all Loans (other than Swing Line Loans) outstanding, L/C Exposure, Swing Line
Exposure, unused Revolving Credit Commitments and Term Loan Commitments and unused commitments in respect of any other Loans hereunder
at such time; provided that the Loans, L/C Exposure, Swing Line Exposure, unused Revolving Credit Commitments or Term Loan
Commitments or unused commitments in respect of any other Loans hereunder of any Defaulting Lender shall be disregarded in the
determination of the Required Lenders at any time.


 






    	 	46	 



     


    

 


“Required
Sum” shall mean, as at any date of determination, the sum of (i) the then outstanding amounts of Senior Notes
as at such date of determination and (ii) $50,000,000.


 


“Reserve
Adjusted Eurodollar Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, a rate per
annum equal to the greater of (a) in respect of Term Loans (other than Other Term Loans, Refinancing Term Loans or Extended
Term Loans), 1.00% and, in respect of Other Term Loans, Refinancing Term Loans, Refinancing Revolving Loans or Extended Loans,
any applicable “floor” set forth in the documentation establishing such Loans and (b) the product of (i) the
Eurodollar Rate in effect for such Interest Period and (ii) Statutory Reserves.


 


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


 


“Responsible
Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer
or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.


 


“Restricted
Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect
to any Equity Interests in the Administrative Borrower
or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in
the Administrative Borrower or any Restricted Subsidiary,
and any purchase, redemption or other acquisition or retirement for value (including, without limitation, in connection with any
merger or consolidation involving the Administrative
Borrower or any Restricted Subsidiary) of any Equity Interests of the Administrative
Borrower or any Restricted Subsidiary or any direct or indirect parent of the Administrative
Borrower or any Restricted Subsidiary. For the avoidance of doubt, payments under the Management Services Agreement and payments
described in Section 6.07(ii) are not Restricted Payments.


 


“Restricted
Subsidiary” shall mean any Subsidiary that is not an Unrestricted Subsidiary.


 


“Revolving
Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.


 


“Revolving
Credit Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans
hereunder (and to acquire participations in Letters of Credit and Swing Line Loans as provided for herein) in the amount set forth
on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment
or in any Incremental Revolving Loan Assumption Agreement or Refinancing Amendment, as applicable, as the same may be (a) increased
by the Incremental Revolving Loan Commitment of such Lender, if any, (b) extended pursuant to Section 2.26 or
refinanced pursuant to Section 2.27, (d) reduced from time to time pursuant to Section 2.09 and (e) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.


 


“Revolving
Credit Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).


 


“Revolving
Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time
of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure,
plus the aggregate amount at such time of such Lender’s Swing Line Exposure.


 






    	 	47	 



     


    

 


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


 


“Revolving
Credit Maturity Date” shall mean the earliest to occur of (x) October 18, 2023 (the “Original
Revolving Credit Maturity Date”); provided that, in connection with any reference to Revolving Credit Maturity
Date with respect to (a) Extended Commitments, such date shall be the final maturity date as specified in the applicable Extension
Request and (b) Refinancing Revolving Loan Commitments, such date shall be the final maturity date as specified in the applicable
Refinancing Amendment, and (y) the first day during the period from the 91st day prior to the Senior Notes Maturity
Date to, and including, the Senior Notes Maturity Date on which (A) the sum of (i) cash and cash equivalents of the Administrative
Borrower and its Subsidiaries and (ii) the unused amount of the Total Revolving Credit Commitment does not equal or exceed
the Required Sum and (B) the Senior Notes remain outstanding.


 


“Revolving
Loan Applicable Margin” shall mean, for any day (a) with respect to Revolving Loans which are ABR Loans hereunder,
the applicable rate per annum set forth under the heading “Applicable Margin for ABR Loans” on the Revolving Loan Pricing
Grid which corresponds to the Total Leverage Ratio as of the relevant date of determination and (b) with respect to Revolving
Loans which are Eurodollar Loans hereunder, the applicable rate per annum set forth under the heading “Applicable Margin
for Eurodollar Loans” on the Revolving Loan Pricing Grid which corresponds to the Total Leverage Ratio as of the relevant
date of determination. Each change in the Revolving Loan Applicable Margin resulting from a change in the Total Leverage Ratio
shall be effective with respect to all Revolving Loans and Swing Line Loans outstanding on and after the date of delivery to the
Administrative Agent of the financial statements and certificates required by clauses (i), (ii) and (iii) of
Section 5.04(a), respectively, indicating such change until the date immediately preceding the next date of delivery
of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, at any time during
which the Administrative Borrower has failed to timely
deliver the financial statements and certificates required by clauses (i), (ii) and (iii) of Section 5.04(a),
respectively, the Total Leverage Ratio shall be deemed to be in Category 6 for purposes of determining the Revolving Loan Applicable
Margin. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently
determined that the computation of the Total Leverage Ratio delivered to the Administrative Agent is inaccurate for any reason
and the result thereof is that the Lenders received interest for any period based on a Revolving Loan Applicable Margin that is
less than that which would have been applicable had the Total Leverage Ratio been accurately determined, then, for all purposes
of this Agreement, the Revolving Loan Applicable Margin for any day occurring within the period covered by inaccurate computation
shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Total Leverage Ratio for such
period, and any shortfall in the interest paid by the BorrowerBorrowers
for the relevant period pursuant to Section 2.06 as a result of the miscalculation of the Total Leverage Ratio shall
be due and payable; provided, that notwithstanding the foregoing, (x) other than while an Event of Default described
in clauses (g) or (h) of Article VII has occurred and is continuing, such shortfall shall be
due and payable five (5) Business Days following the determination described above (and, if such determination was made by
the Administrative Agent, notice by the Administrative Agent thereof to the Administrative
Borrower) and (y) if an Event of Default described in clauses (g) or (h) of Article VII
has occurred, such shortfall shall be due and payable immediately upon the determination described above.


 


“Revolving
Loan Note” shall mean a Revolving Loan Note delivered by the BorrowerBorrowers
pursuant to Section 2.04(e) and substantially in the form of Exhibit D-1.


 






    	 	48	 



     


    

 


“Revolving
Loan Pricing Grid” shall mean the following pricing grid:


 


	Category	 	 	1	 	 	 	2	 	 	 	3	 	 	 	4	 	 	 	5	 	 	 	6	 
	Total Leverage Ratio	 	 	X ≤ 2.75:1.00	 	 	 	>2.75:1.00 X ≤ 3.25:1.00	 	 	 	>3.25:1.00 X ≤ 3.75:1.00	 	 	 	>3.75:1.00 X ≤ 4.25:1.00	 	 	 	>4.25:1.00 X ≤ 4.75:1.00	 	 	 	X > 4.75:1.00	 
	Applicable Margin for Eurodollar Loans	 	 	1.75	%	 	 	2.00	%	 	 	2.25	%	 	 	2.50	%	 	 	2.75	%	 	 	3.00	%
	Applicable Margin for ABR Loans	 	 	0.75	%	 	 	1.00	%	 	 	1.25	%	 	 	1.5	%	 	 	1.75	%	 	 	2.00	%



 


“Revolving
Loans” shall mean the revolving loans made by the Lenders to the BorrowerBorrowers
pursuant to Section 2.01(b), the Incremental Revolving Loans, the Extended Revolving Loans and the Refinancing Revolving
Loans.


 


“Riverstone
Entities” shall mean Riverstone/Carlyle Renewable and Alternative Energy Fund II, L.P. and each Affiliate thereof
that is neither a portfolio company nor a company controlled by a portfolio company and that is not a Loan Party.


 


“S&P”
shall mean Standard & Poor’s Ratings Service, or any successor thereto.


 


“Sanctioned
Country” shall mean, at any time, a country or territory which is the subject or target of any Sanctions.


 


“Sanctioned
Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC or the U.S. Department of State, or by the United Nations Security Council, or the European Union or Her Majesty’s
Treasury of the United Kingdom or (b) any Person operating, organized or resident in a Sanctioned Country.


 


“Sanctions”
shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the
U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security
Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Scheduled
Commercial Operation Date” shall mean, with respect to any Material Project, the date originally scheduled as the
day on which such Material Project shall achieve Commercial Operation as specified in the notice to be delivered to the Administrative
Agent with respect to such Material Project as specified in the second paragraph of the definition of Consolidated EBITDA Adjustments.


 


“Secured
Cash Management Agreement” shall mean any agreement related to Cash Management Services by and between the Administrative
Borrower or any of its Restricted Subsidiaries and any Cash Management Bank which the Administrative
Borrower has notified the Administrative Agent is intended to be secured by the Collateral.


 






    	 	49	 



     


    

 


“Secured
Hedging Agreement” shall mean any interest rate, foreign currency exchange rate or commodity Hedging Agreement entered
into by any Loan Party and any Qualified Counterparty; provided that, notwithstanding anything to the contrary herein or
in any other Loan Document, (i) at any time that any Hedging Agreement is entered into that is intended to be secured by the
Collateral, the Administrative Borrower shall notify
the Administrative Agent of the Qualified Counterparty party thereto and (ii) if reasonably requested by the Administrative
Agent, in each case, in order to preserve and protect the priority of the Lien of the Collateral Agent for the benefit of the Secured
Parties securing the Obligations under the Security Documents, the Administrative
Borrower shall take such further actions as may be contemplated by Section 5.13.


 


“Secured
Parties” shall mean, collectively, the Agents, the Arrangers, the Issuing Banks, the Lenders, each Qualified Counterparty,
each Cash Management Bank that is a party to any Secured Cash Management Agreement, and each Indemnitee..


 


“Security
Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement, and each other agreement executed and
delivered by any Loan Party pursuant to any of the foregoing or pursuant to Section 5.13 or Section 5.15
in order to perfect the Lien created on any property pursuant thereto or that creates or purports to create a Lien in favor of
the Collateral Agent for the benefit of the Secured Parties.


 


“Seller
Retained Interest” shall mean an unsecured interest retained by the seller in any Restricted Subsidiary of the Administrative
Borrower acquired pursuant to a Permitted Drop-Down Acquisition which is materially in the nature of the interest reflected in
Exhibit E of the Limited Liability Company Agreement of Enviva JV Development Company, LLC as in effect on the Fourth Amendment
Effective Date.


 


“Senior
Notes” shall mean those certain 8.5% Senior Notes due 2021 issued by the Administrative
Borrower and Enviva Partners Finance Corp., a Delaware corporation.


 


“Senior
Notes Maturity Date” shall mean November 1, 2021.


 


“SOFR”
shall mean, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business
Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City
time) on the immediately succeeding Business Day.


 


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


 


“SOFR
Administrator’s Website” shall mean 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.


 


“Solvency
Certificate” shall mean the Solvency Certificate substantially in the form of Exhibit N.


 


“Solvent”
shall have the meaning assigned to such term in the Solvency Certificate.


 


“SPV”
shall have the meaning assigned to such term in Section 9.04(j).


 


“SPV Register”
shall have the meaning assigned to such term in Section 9.04(j).


 






    	 	50	 



     


    

 


“Specified
Equity Contribution” shall have the meaning assigned to such term in the last paragraph of Article VII.


 


“Specified
Existing Commitment” shall have the meaning assigned to such term in Section 2.26(a).


 


“Specified
Representations” shall mean the representations and warranties made in Section 3.01(a), Section 3.01(d),
Section 3.02, Section 3.03, Section 3.04(b)(iii), Section 3.11, Section 3.12,
Section 3.21 and Section 3.23 and Section 3.26.


 


“Statutory
Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to
which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan)
is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute
Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D.
Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subordinated
Indebtedness” shall mean the collective reference to any Indebtedness of the Administrative
Borrower or any of the Restricted Subsidiaries subordinated in right of payment to the Obligations and containing such other terms
and conditions, in each case, as are reasonably satisfactory to the Administrative Agent.


 


“subsidiary”
shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership,
limited liability company, association or other business entity of which securities or other ownership interests representing more
than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partner interests are, at
the time any determination is being made, owned, Controlled or held, directly or indirectly by the parent and/or one or more subsidiaries
of the parent.


 


“Subsidiary”
shall mean any subsidiary of the Administrative Borrower.


 


“Subsidiary
Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.


 


“Supported
QFC” shall have the meaning assigned to such term in Section 9.22.


 


“Swing
Line Borrowing” shall mean a Borrowing comprised of Swing Line Loans.


 


“Swing
Line Borrowing Request” shall mean a request by the Administrative
Borrower substantially in the form of Exhibit C-2.


 


“Swing
Line Commitment” shall mean, with respect to each Swing Line Lender, the commitment of such Swing Line Lender to
make Swing Line Loans pursuant to Section 2.23(a). The aggregate amount of the Swing Line Commitments on the Fourth
Amendment Effective Date is $10,000,000.


 






    	 	51	 



     


    

 


“Swing
Line Exposure” shall mean at any time the aggregate principal amount of all outstanding Swing Line Borrowings at
such time.


 


“Swing
Line Lender” shall mean Barclays, in its capacity as a lender of Swing Line Loans and its successors and permitted
assigns hereunder.


 


“Swing
Line Loans” shall mean the swing line loans made to the BorrowerBorrowers
pursuant to Section 2.23(a).


 


“Synthetic
Lease” shall mean, as to any Person, any lease (including leases that may be terminated by the lessee at any time)
of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in
respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other
than any such lease under which such Person is the lessor.


 


“Synthetic
Lease Obligations” shall mean, as to any Person, an amount equal to the capitalized amount of the remaining lease
payments under any Synthetic Lease that would appear on a balance sheet of such Person in accordance with GAAP if such obligations
were accounted for as Capital Lease Obligations.


 


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


 


“Term Loan
Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder
in the amount set forth in any Incremental Term Loan Assumption Agreement, Refinancing Amendment or Extension Amendment or in any
Assignment and Acceptance pursuant to which such Lender assumed its Term Loan Commitment, as applicable, as the same may be (a) increased
by the Incremental Term Loan Commitment of such Lender, if any, (b) extended pursuant to Section 2.26, (c) refinanced
pursuant to Section 2.27, (d) reduced from time to time pursuant to Section 2.09 and (e) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate
principal amount of the Lenders’ Term Loan Commitments on the Fourth Amendment Effective Date is $0.


 


“Term Loan
Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.


 


“Term Loan
Maturity Date” shall mean (a) with respect to any Incremental Term Loans, the Incremental Term Loan Maturity
Date, (b) with respect to any Class of Extended Term Loans, the final maturity date as specified in the applicable Extension
Request accepted by the applicable Lender or Lenders and (c) with respect to any Class of Refinancing Term Loans, the
final maturity date as specified in the applicable Refinancing Amendment accepted by the applicable Lender or Lenders.


 


“Term Loan
Note” shall mean a Term Loan Note delivered by the BorrowerBorrowers
pursuant to Section 2.04(e) and substantially in the form of Exhibit D-2.


 


“Term Loan
Repayment Date” shall mean (a) with respect to any Incremental Term Loans, the applicable Incremental Term Loan
Repayment Date, (b) with respect to any Extended Term Loans, the applicable Extended Term Loan Repayment Date and (c) with
respect to any Refinancing Term Loans, the applicable Refinancing Term Loan Repayment Date.


 






    	 	52	 



     


    

 


“Term Loans”
shall mean any term loans made by the Lenders to the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) pursuant to Section 2.25 and unless the context
shall otherwise require, the term “Term Loans” shall include any Extended Term Loans, Incremental Term Loans,
Refinancing Term Loans and Other Term Loans.


 


“Term
SOFR” shall mean, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term
rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Total
Debt” shall mean, at any time, (a) the total consolidated Indebtedness (excluding (i) Deeply Subordinated
Debt in an aggregate amount not to exceed $50,000,000, (ii) Indebtedness the proceeds of which have been deposited in a restricted
account in favor of the holders thereof in a manner that does not violate this Agreement, to the extent such proceeds remain in
such account and (iii) Indebtedness of the type described in clause (d), clause (f), clause (h), clause
(i), clause (j), clause (k) and clause (l) of the definition of Indebtedness, except, (x) in
the case of clause (k) and clause (l), to the extent of any unreimbursed drawings thereunder and (y) in the case of clause
(f), to the extent constituting a Guarantee of Indebtedness of the type that would otherwise be included in “Total
Debt”) of the Administrative Borrower and the
Restricted Subsidiaries at such time; and minus (b) Unrestricted Cash


 


“Total
First Lien Debt” shall mean, at any time, (a) the total consolidated Indebtedness (excluding (i) Deeply
Subordinated Indebtedness in an aggregate amount not to exceed $50,000,000, (ii) Indebtedness of the type described in clause
(d), clause (f), clause (h), clause (i), clause (j), clause (k) and clause (l) of
the definition of Indebtedness, except, (x) in the case of clause (k) and clause (l), to the extent of
any unreimbursed drawings thereunder and (y) in the case of clause (f), to the extent constituting a Guarantee of Indebtedness
of the type that would otherwise be included in “Total First Lien Debt” and (iii) any Indebtedness that is unsecured
or is secured by all or less than all of the Collateral on a basis junior to the Liens securing the Obligations (provided that,
for purposes of any calculation of the Total First Lien Leverage Ratio in connection with the incurrence of Incremental Equivalent
Debt pursuant to clause (ix) of the definition thereof, Total First Lien Debt shall be deemed to include any Incremental Equivalent
Debt incurred pursuant to such clause (ix) of the definition of Incremental Equivalent Debt (and any Permitted Refinancing
in respect of such Incremental Equivalent Debt)) of the Administrative
Borrower and the Restricted Subsidiaries; and minus (b) Unrestricted Cash.


 


“Total
First Lien Leverage Ratio” shall mean, as of any date for the Applicable Period related thereto, the ratio of (a) Total
First Lien Debt as of such date to (b) Consolidated EBITDA for such Applicable Period.


 


“Total
Leverage Ratio” shall mean, as of any date (including any Date of Determination) for the Applicable Period related
thereto, the ratio of (a) Total Debt as of such date to (b) Consolidated EBITDA for such Applicable Period.


 


“Total
Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as
in effect at such time. The Total Revolving Credit Commitment as of the Fourth Amendment Effective Date is $350,000,000.


 


“Transaction
Documents” shall mean the Loan Documents.


 






    	 	53	 



     


    

 


“Transactions”
shall mean (i) in connection with the Original Closing Date, the completion, substantially contemporaneously with the Original
Closing Date, of the following: (a) the consummation of the Closing Date Contribution; (b) the repayment in full and
termination of that certain Credit and Guaranty Agreement, dated as of November 9, 2012, among Enviva, LP, Barclays, as administrative
agent and collateral agent, and the other parties thereto, and release of all guarantees and security interests in respect thereof;
(c) the Closing Date Distribution; (d) the execution and delivery by the Administrative
Borrower and the other Loan Parties of the Loan Documents to be delivered on the Original Closing Date and the making of the initial
Borrowings hereunder; and (e) payment of all fees and expenses incurred in connection with the foregoing and (ii) in
connection with the Fourth Amendment Effective Date, the completion, substantially contemporaneously with the Fourth Amendment
Effective Date, of the following: (a) the repayment full of all Indebtedness then outstanding under this Agreement, (b) the
execution and delivery by the Administrative Borrower
and the other Loan Parties of the Loan Documents to be delivered on the Fourth Amendment Effective Date and the making of the initial
Borrowings hereunder; and (c) payment of all fees and expenses incurred in connection with the foregoing.


 


“Type”,
when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Reserve
Adjusted Eurodollar Rate and the Alternate Base Rate.


 


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


 


“U.S. Tax
Compliance Certificate” shall mean a certificate substantially in the form of Exhibit K-1-4.


 


“UK Bribery
Act” shall mean the United Kingdom Bribery Act of 2010.


 


“UK
Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form
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” shall mean the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution.


 


“U.S.
Special Resolution Regimes” shall have the meaning assigned to such term in Section 9.22.


 


“USA PATRIOT
Act” shall mean 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 and as modified, amended, supplemented
or restated from time to time)).


 


“Unadjusted
Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the state of New York;
provided that if, with respect to any filing statement or by reason of any provisions of law, the perfection or the effect
of perfection or non-perfection of the security interests granted to the Collateral Agent pursuant to the applicable Security Document
is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, Uniform
Commercial Code shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes
of the provisions of each Loan Document and any filing statement relating to such perfection or effect of perfection or non-perfection.


 






    	 	54	 



     


    

 


“Unrestricted
Cash” shall mean, as of any date (including any Date of Determination), the sum of the amount of cash and Permitted
Investments of the Administrative Borrower and each
Restricted Subsidiary, as set forth on the balance sheet of the Administrative
Borrower and its Restricted Subsidiaries (it being understood that such amount shall exclude in any event (i) any cash or
Permitted Investments identified on such balance sheet as “restricted” (other than cash or Permitted Investments restricted
in favor of the Secured Parties), (ii) any amount to the extent any use thereof for application to the payment for Indebtedness
under the Loan Documents is restricted or prohibited by Law or contract, and (iii) any amounts referred to in clause (ii) of
the definition of the term “Total Debt”.


 


“Unrestricted
Subsidiary” shall mean (i) any Subsidiary of the Administrative
Borrower designated by the Administrative Borrower
as an Unrestricted Subsidiary pursuant to Section 5.14 subsequent to the Original Closing Date and (ii) any Subsidiary
of any Unrestricted Subsidiary so long as, in the case of clause (ii), such Person was not a Restricted Subsidiary immediately
prior to becoming a Subsidiary of any Unrestricted Subsidiary. As of the Fourth Amendment Effective Date, Enviva MLP International
Holdings, LLC, Enviva Energy Services (Jersey), Limited and Enviva Energy Services Coöperatief, U.A. constitute all of the
Unrestricted Subsidiaries of the Borrowers; provided that, in no
event shall the Subsidiary Borrower be an Unrestricted
Subsidiary.


 


“USD
LIBOR” shall mean the London interbank offered rate for Dollars.


 


“Voting
Participant” shall have the meaning assigned to such term in Section 9.04(g).


 


“Voting
Participant Notice” shall have the meaning assigned to such term in Section 9.04(g).


 


“Wholly
Owned Domestic Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Domestic Subsidiary.


 


“Wholly
Owned Restricted Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Restricted Subsidiary.


 


“Wholly
Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities or other ownership interests
representing 100% of the Equity Interests (other than directors’ qualifying shares, Disqualified Stock and preferred Equity
Interests) are, at the time any determination is being made, owned, Controlled or held by such Person or one or more wholly owned
subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person.


 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” shall mean any Loan Party and the Administrative Agent.


 


“Wood Pellet
Production Facility” shall mean a Wood Pellet manufacturing and production facility, and all related structures,
facilities, paved roads, storage areas, equipment and parts, including all structures or improvements erected on any real property
on which such Wood Pellet Production Facility is located, all alterations thereto or replacements thereof, all fixtures, attachments,
appliances, equipment, machinery and other articles attached thereto or used in connection therewith and all equipment or parts
which may from time to time be incorporated or installed in or attached thereto, all contracts and agreements for the purchase
or sale of commodities or other personal property related thereto, all real or personal property owned or leased related thereto,
and all other real and tangible and intangible personal property leased or owned and placed upon or used in connection with the
manufacture and production of Wood Pellets upon any such real property.


 






    	 	55	 



     


    

 


“Wood Pellets”
shall mean biomass comprised of wood, which can be used as a fuel for the purpose of recovering its energy content by combustion.


 


“Write-Down
and Conversion Powers” shall mean, (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.


 


Section 1.02     Terms
Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word
 “shall”; and the words “asset” and “property” shall be construed as having 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. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly
provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented
or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, and (b) all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided,
however, that if the Administrative Borrower
notifies the Administrative Agent that the Administrative
Borrower wishes to amend any provision hereof or any related definition to eliminate the effect of any change in GAAP occurring
after the date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Administrative
Borrower that the Required Lenders wish to amend any provision hereof or any related definition for such purpose), then the Administrative
Borrower’s compliance with such provision shall be determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such provision or definition is amended in a manner satisfactory
to the Administrative Borrower and the Required Lenders;
provided, further, that obligations relating to a lease that were accounted for by a Person as an operating lease
as of the Original Closing Date and any similar lease entered into after the Original Closing Date by such Person shall be accounted
for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained
herein, 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 Statement of Financial Accounting Standards 159 (or
any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the
Administrative Borrower or any of its Subsidiaries
at “fair value”.


 






    	 	56	 



     


    

 






Section 1.03          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 “Eurodollar Loan”) or by Class and Type (e.g.,
a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Credit Borrowing”).


 


Section 1.04         Covenant
Compliance. For purposes of determining compliance with Article VI, with respect to any transaction
consummated, incurred, created, assumed or entered into in reliance on a provision that makes reference to a percentage of Consolidated
Total Assets or a determination of a financial ratio, no Default or Event of Default shall be deemed to have occurred solely as
a result of changes in the amount of Consolidated Total Assets or as a result of a change in such financial ratio occurring after
the time such transaction is consummated, incurred, created, assumed or entered into in reliance on such provision.


 


Section 1.05          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 Equity Interests at such time.


 


Section 1.06        Borrower
Representative. The Subsidiary Borrower hereby designates the Administrative Borrower as its representative. The Administrative
Borrower will be acting as agent on each of the Borrowers’ behalf for the purposes of issuing notices of Borrowing and notices
of conversion/continuation of any Loans pursuant to this Agreement or similar notices, giving instructions with respect to the
disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving
all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect
of compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. The Administrative Borrower
hereby accepts such appointment. The Subsidiary Borrower agrees that each notice, election, representation and warranty, covenant,
agreement and undertaking made on its behalf by the Administrative Borrower shall be deemed for all purposes to have been made
by the Subsidiary Borrower and shall be binding upon and enforceable against the Subsidiary Borrower to the same extent as if the
same had been made directly by the Subsidiary Borrower.


 


Section 1.07        Interest
Rate; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the Eurodollar Rate, which is
derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct
Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions
to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”)
for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London
interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine
the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently
underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event
that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.08(c),
such Section 2.08(c) provides a mechanism for determining the alternative rate of interest. The Administrative Agent
will notify the Administrative Borrower, pursuant to Section 2.08(c), in advance of any change to the reference rate upon
which the interest rate on Eurodollar Loans is based. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election,
Section 2.08(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly
notify the Administrative Borrower, pursuant to Section 2.08(c), of any change to the reference rate upon which the interest
rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall
not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered
rate or other rates in the definition of “Eurodollar Rate” or with respect to any alternative or successor rate thereto,
or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented
pursuant to Section 2.08(c), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and
(ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(c), including without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be
similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or liquidity as did
the London interbank offered rate prior to its discontinuance or unavailability).


 






    	 	57	 



     


    

 


Article II


 


The Credits


 


Section 2.01          Commitments.


 


(a)            [Reserved].


 


(b)            Subject
to the terms and conditions and relying upon the representations and warranties set forth herein, each Revolving Credit Lender
agrees, severally and not jointly, to make Revolving Loans to the Borrower(i) prior
to the Fifth Amendment Effective Date, the Administrative Borrower, and (ii) from and after the Fifth Amendment Effective
Date, the Borrowers, on a joint and several basis as between the Borrowers, at any time and from time to time on
or after the Original Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the
Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding
that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment.
Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the
BorrowerBorrowers
may borrow, pay or prepay and reborrow Revolving Loans.


 


(c)            Each
Lender having an Incremental Term Loan Commitment agrees, severally and not jointly, subject to the terms and conditions and relying
upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make
Incremental Term Loans to the BorrowerBorrowers,
on a joint and several basis as between the Borrowers, in an aggregate principal amount not to exceed its Incremental
Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.


 


(d)            Notwithstanding
anything in this Agreement to the contrary, no more than seven (7) Classes of Loans and seven (7) Classes of Commitments
shall be outstanding at any one time.


 


Section 2.02          Loans.
(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments (or, in the case of Swing Line Loans, ratably in accordance with their respective Swing Line Commitments);
provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender
of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f) and
Swing Line Loans or as otherwise set forth herein, the Loans comprising any Borrowing shall be in an aggregate principal amount
that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available
balance of the applicable Commitments. Each Borrowing of Swing Line Loans shall be in an aggregate principal amount that is (i) an
integral multiple of $50,000 and not less than $100,000 or (ii) equal to the remaining available balance of the Swing Line
Commitment.


 






    	 	58	 



     


    

 


(b)            Subject
to Sections 2.02(f), 2.08 and 2.15, each Borrowing (other than a Borrowing of Swing Line Loans which
shall be comprised entirely of ABR Loans) shall be comprised entirely of ABR Loans or Eurodollar Loans as the BorrowerBorrowers
may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect
the obligation of the BorrowerBorrowers
to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that the BorrowerBorrowers
shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether
they commence on the same date, shall be considered separate Borrowings.


 


(c)            Except
with respect to Loans made pursuant to Section 2.02(f) and Swing Line Loans, each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent
shall promptly credit the amounts so received to an account designated by the Administrative
Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the respective Lenders.


 


(d)            Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that
such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above
and the Administrative Agent may, in reliance upon such assumption, but is not required to, make available to the BorrowerBorrowers
on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such
Lender shall not have made such portion available to the Administrative Agent, such Lender and theeach
Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the BorrowerBorrowers
to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the BorrowerBorrowers,
a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.


 


(e)            Notwithstanding
any other provision of this Agreement, theno
Borrower shall not be entitled to request any Revolving
Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.


 






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(f)            If
the applicable Issuing Bank shall not have received from the BorrowerBorrowers
the payment required to be made by Section 2.24(e) within the time specified in such Section, such Issuing Bank
will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving
Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer
of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such
Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than
10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage
of such L/C Disbursement (it being understood that (i) if the conditions precedent to Borrowing set forth in Sections 4.01(b) and
4.01(c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to
the extent of such payment, the obligations of the BorrowerBorrowers
in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if
such conditions precedent to Borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall
not constitute a Loan and shall not relieve the BorrowerBorrowers
from itstheir
obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so
received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received
by it from the BorrowerBorrowers
pursuant to Section 2.24(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this
paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative
Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear.
If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative
Agent as provided above, such Lender and theeach
Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be
paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account
of such Issuing Bank at (i) in the case of the BorrowerBorrowers,
a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in
the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base
Rate.


 


Section 2.03          Borrowing
Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f) or
a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the
Administrative Borrower shall notify the Administrative
Agent of such request (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three
(3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon),
New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall
be irrevocable, shall be in the form of a written Borrowing Request delivered by hand or fax to the Administrative Agent and shall
specify the following information: (i) whether the Borrowing then being requested is to be a Revolving Credit Borrowing, a
Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Borrowing, and whether such Borrowing
is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the
number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that,
notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements
set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice,
then the Administrative Borrower shall be deemed to
have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders
of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of
the requested Borrowing.


 



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Section 2.04          Evidence
of Debt; Repayment of Loans. (a) TheEach
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the principal
amount of each Term Loan of such Lender as provided in Section 2.11, (ii) the principal amount of each Swing Line
Loan of such Swing Line Lender then outstanding on the earlier of the Revolving Credit Maturity Date and the first date after such
Swing Line Loan is made that is the 15th or the last day of a calendar month and is at least five (5) Business
Days after such Swing Line Loan is made; provided that on each date that a Revolving Loan Borrowing is made, the BorrowerBorrowers
shall repay all Swing Line Loans then outstanding and (iii) the then unpaid principal amount of each Revolving Loan of such
Lender on the Revolving Credit Maturity Date applicable thereto.


 


(b)            Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the BorrowerBorrowers
to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.


 


(c)            Subject
to Section 9.04(d), which shall control in all cases, the Administrative Agent shall maintain accounts in which it
will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the BorrowerBorrowers
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the BorrowerBorrowers
and each Lender’s share thereof.


 


(d)            Subject
to Section 9.04(d), which shall control in all cases, the entries made in the accounts maintained pursuant to paragraphs (b) and (c) above
shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that
the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligations of the BorrowerBorrowers
to repay the Loans in accordance with their terms.


 


(e)            Any
Lender may request that Loans made by it hereunder be evidenced by a Note. In such event, the BorrowerBorrowers
shall execute and deliver to such Lender a Note payable to such Lender and its registered assigns in the form of a Revolving Loan
Note or Term Loan Note, as applicable, or in such other form reasonably acceptable to the Administrative Agent and the BorrowerBorrowers.
Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note,
the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant
to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered
assigns.


 


Section 2.05          Fees.
(a) The Borrower agreesBorrowers
agree to pay to each Lender, through the Administrative Agent, on the last Business Day of March, June, September and
December in each year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated
as provided herein, (i) a commitment fee (a “Revolving Credit Commitment Fee”), initially equal
to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment (reduced by the face amount of Letters of Credit
issued and outstanding) of such Lender during the preceding quarter (or other period commencing with the Original Closing Date
or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire
or be terminated); provided, that on and after the Fourth Amendment Effective Date, the commitment fees shall be determined
in accordance with the pricing grid below.


 






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	Total Leverage Ratio	X ≤ 2.75:1.00	> 2.75:1.00 X ≤ 4.25:1.00	X > 4.25:1.00
	Revolving Credit Commitment Fee 	0.25%	0.375%	0.50%


 


Each change in the Revolving Credit Commitment
Fee resulting from a change in the Total Leverage Ratio shall be effective on and after the date of delivery to the Administrative
Agent of the financial statements and certificates required by clauses (i), (ii) and (iii) of Section 5.04(a),
respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements
indicating another such change. Notwithstanding the foregoing, at any time during which the Administrative
Borrower has failed to deliver the financial statements and certificates required by clauses (i), (ii) and (iii) of
Section 5.04(a), respectively, the Total Leverage Ratio shall be deemed to be greater than 4.25:1.00 for purposes of
determining the Revolving Credit Commitment Fee. Notwithstanding anything to the contrary contained above in this Section 2.05
or elsewhere in this Agreement, if it is subsequently determined that the computation of the Total Leverage Ratio delivered to
the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received Revolving Credit Commitment
Fees less than that which would have been applicable had the Total Leverage Ratio been accurately determined, then, for all purposes
of this Agreement, the Revolving Credit Commitment Fee for any day occurring within the period covered by inaccurate computation
shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Total Leverage Ratio for such
period, and any shortfall in the fees paid by the BorrowerBorrowers
for the relevant period pursuant to this Section 2.05 as a result of the miscalculation of the Total Leverage Ratio
shall be due and payable; provided, that notwithstanding the foregoing, (x) other than while an Event of Default described
in paragraph (g) or (h) of Article VII has occurred and is continuing, such shortfall shall
be due and payable five (5) Business Days following the determination described above (and, if such determination was made
by the Administrative Agent, notice by the Administrative Agent thereof to the Administrative
Borrower) and (y) if an Event of Default described in (g) or (h) of Article VII has occurred
and is continuing, such shortfall shall be due and payable immediately upon the determination described above. The Revolving Credit
Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating
any Lender’s Revolving Credit Commitment Fee, the outstanding Swing Line Loans during the period for which such Lender’s
Revolving Credit Commitment Fee is calculated shall be deemed to be zero.


 


(b)            The
Administrative Borrower agrees to pay to the Administrative
Agent, for its own account, a non-refundable agency fee as set forth in the Fee Letter (the “Administrative Agent Fees”).


 


(c)            The
Borrower agreesBorrowers
agree to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day
of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of such
Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such
Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed
L/C Disbursements) during the preceding quarter (or shorter period commencing with the Original Closing Date or ending with the
Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving
Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin from time to
time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06,
and (ii) to each Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank (A) a fronting fee as
negotiated with such Issuing Bank, (1) on a quarterly basis in arrears on the last Business Day of each of March, June, September and
December, commencing on the last Business Day of June, 2015 and (2) on the Revolving Credit Maturity Date and (B) the
standard fronting, issuance and drawing fees specified from time to time by such Issuing Bank (collectively, the “Issuing
Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number
of days elapsed in a year of 360 days.


 






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(d)            The
Administrative Borrower agrees to pay on the Original
Closing Date such closing fees as may be agreed in respect of the Credit Facilities between the Administrative
Borrower and the Arrangers (as defined in the Original Credit Agreement) pursuant to a letter agreement dated as of the Original
Closing Date, which closing fees will be in all respects fully earned, due and payable on the Original Closing Date and non-refundable
and non-creditable thereafter.


 


(e)            All
Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Bank. Once paid, none of
the Fees shall be refundable under any circumstances.


 


Section 2.06     Interest
on Loans. (a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing (including
any Swing Line Loans) shall bear interest (in the case of ABR Loans bearing interest based upon the Prime Rate, computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable, and in all other cases, computed on the
basis of the actual number of days elapsed over a year of 360 days at all times and calculated from and including the date of such
Borrowing to but excluding the date of repayment or conversion thereof), at a rate per annum equal to the Alternate Base
Rate plus the Applicable Margin.


 


(b)            Subject
to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on
the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Reserve Adjusted Eurodollar
Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.


 


(c)            Interest
on each Loan shall be payable by the Borrowers on
the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base
Rate or Reserve Adjusted Eurodollar Rate for each Interest Period or day within an Interest Period, as the case may be, shall be
determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section 2.07          Default
Interest. If any Event of Default under Article VII has occurred and is continuing, then, from the date of
such Event of Default and for so long as such Event of Default is continuing, to the extent permitted by law, all amounts not paid
when due under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable by
the Borrowers on demand, (a) in the case of principal, at the rate otherwise applicable to such Loan pursuant
to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime
Rate and over a year of 360 days at all other times) equal to the rate that would be applicable to an ABR Loan plus 2.00% per annum
(such 2.00% rate referred to in clauses (a) and (b), the “Default Rate”).


 


Section 2.08          Alternate
Rate of Interest.


 


(a)            In
the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for
a Eurodollar Borrowing the Administrative Agent shall have determined that Dollar deposits in the principal amounts of the Loans
comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such Dollar deposits
are being offered will not adequately and fairly reflect the cost to the majority of Lenders of making or maintaining Eurodollar
Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Reserve Adjusted Eurodollar Rate,
the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Administrative
Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised
the Administrative
Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by thea
Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a
request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be
conclusive absent manifest error.


 






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(b)            If
on or before the first day of any Interest Period for any Eurodollar Borrowing (i) the Administrative Agent determines in
good faith that, for any reason, adequate and reasonable means do not exist for determining the Eurodollar Rate (including without
limitation, the unavailability of matching deposits in the applicable currency) or (ii) such rate will not accurately reflect
the cost to the Lenders of funding Eurodollar Borrowings for such Interest Period, the Administrative Agent shall give written
notice (in reasonable detail) of such determination and of the basis therefor to the Administrative
Borrower and the Lenders, whereupon until the Administrative Agent notifies the Administrative
Borrower and Lenders that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent shall
do promptly after the Administrative Agent determines that such circumstances do not exist), (A) the obligations of the Lenders
to make, continue or convert Revolving Loans as or into such Eurodollar Loans, or to convert ABR Borrowings into such Eurodollar
Borrowings, shall be suspended and (B) each Eurodollar Borrowing will automatically on the last day of the then existing Interest
Period therefor, convert into an ABR Borrowing.


 


(c) If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the
circumstances set forth in clause (b)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the
circumstances set forth in clause (b)(i) above have not arisen but the supervisor for the administrator of the LIBO Rate
or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific
date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent
and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the
then prevailing market convention for determining a rate of interest for syndicated loans in the United States 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable
Margin). Notwithstanding anything to the contrary in Section 2.08, such amendment shall become effective without any further
action or consent of any other party to this Agreement so long as the Administrative 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, a written notice from
the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be
determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the
first sentence of this Section 2.08(c) only to the extent the LIBO Rate for the applicable currency and such Interest
Period is not available or published at such time on a current basis), (x) any requests for the conversion of any Borrowing
of Revolving Loans to, or continuation of any Borrowing of Revolving Loans as, a Eurodollar Loan shall be ineffective, (y) if
any Notice of Borrowing requests a Borrowing of Eurodollar Loans, such Borrowing shall be made as a Borrowing of ABR Loans; 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.


 






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(c)            (i) Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as
applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the
then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the
fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to,
or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent
has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required
Lenders.


 


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


 


(iii)            The
Administrative Agent will promptly notify the Administrative Borrower and the Lenders of (A) any occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation
of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal
or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (E) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if
applicable, any Lender (or group of Lenders) pursuant to this Section 2.08(c), including any determination with respect to
a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or
refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or
their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case,
as expressly required pursuant to this Section 2.08(c).


 


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


 






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(v)            Upon
the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Administrative
Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Administrative Borrower will be deemed to have converted
any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at
any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate
Base Rate.


 


Section 2.09     Termination
and Reduction of Commitments. (a) The Revolving Credit Commitments shall automatically terminate on the applicable
Revolving Credit Maturity Date. The Swing Line Commitment shall automatically terminate on the Original Revolving Credit Maturity
Date (unless the Swing Line Lender elects to extend the maturity of its Swing Line Commitment). The L/C Commitment shall automatically
terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date five (5) Business
Days prior to the Original Revolving Credit Maturity Date (unless the applicable Issuing Bank elects to extend the maturity of
its L/C Commitment).


 


(b)            Upon
at least three (3) Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Administrative
Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit
Commitments, the Term Loan Commitments or the Swing Line Commitment; provided, however, that (i) each partial
reduction of the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000,
(ii) each partial reduction of the Swing Line Commitment shall be in an integral multiple of $250,000 and in a minimum amount
of $1,000,000 and (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate
Revolving Credit Exposure at the time; provided further, that if such notice states that the reduction or termination is
contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred
or any other specified event (including, but not limited to, the occurrence of any Asset Sale or Change of Control), then the Administrative
Borrower may, if the specified condition is not satisfied, (x) revoke such notice and/or (y) extend the reduction date
by not more than five (5) Business Days, in the case of each of clauses (x) and (y), by providing notice to the Administrative
Agent on or prior to the specified date.


 


(c)            Each
reduction in the Revolving Credit Commitments or the Term Loan Commitments hereunder shall be made ratably among the Lenders in
accordance with their respective applicable Commitments. The BorrowerBorrowers
shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction,
the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination
or reduction.


 


Section 2.10          Conversion
and Continuation of Borrowings. The Administrative
Borrower shall have the right at any time upon prior irrevocable written notice to the Administrative Agent (a) not
later than 12:00 (noon), New York City time, three (3) Business Days prior to conversion, to convert any Eurodollar
Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three (3) Business Days prior
to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing
as a Eurodollar Borrowing for an additional Interest Period, and (c) not later than 12:00 (noon), New York City time, three
(3) Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another
permissible Interest Period, subject in each case to the following:


 






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(i)            each
conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the
Loans comprising the converted or continued Borrowing;


 


(ii)            if
less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing
shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount
and maximum number of Borrowings of the relevant Type;


 


(iii)           each
conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan
of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent
principal amount, and accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the BorrowerBorrowers
at the time of conversion;


 


(iv)           if
any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the BorrowerBorrowers
shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;


 


(v)            any
portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar
Borrowing;


 


(vi)           any
portion of a Eurodollar Borrowing that cannot be converted into or continued as a Eurodollar Borrowing by reason of the immediately
preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing;


 


(vii)          no
Interest Period may be selected for any Eurodollar Term Borrowing that would end later than the applicable Term Loan Repayment
Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding
amount of the Eurodollar Term Borrowings comprised of Term Loans, as applicable, with Interest Periods ending on or prior to the
applicable date would not be at least equal to the principal amount of applicable Term Borrowings to be paid on such date;


 


(viii)         upon
notice to the Administrative Borrower from the Administrative
Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Default or Event of Default,
no outstanding Loan may be converted into, or continued as, a Eurodollar Loan; and


 


(ix)           this
Section shall not apply to Swing Line Borrowings, which may not be converted or continued.


 






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Each notice pursuant
to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount
of the Borrowing that the Borrower requestsBorrowers
request be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar
Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be
a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period
with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as
a Eurodollar Borrowing, the BorrowerBorrowers
shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders
of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued
Borrowing. If the Administrative Borrower shall not
have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period
(and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing
shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted
to an ABR Borrowing.


 


Section 2.11          Repayment
of Term Borrowings. (a) The BorrowerBorrowers
shall pay to the Administrative Agent,


 


(i)             for
the account of the Incremental Term Lenders with Other Term Loans, on each Incremental Term Loan Repayment Date, a principal amount
of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 9.04(l)(vi))
equal to the amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement, together in each case
with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; and


 


(ii)            for
the account of the Lenders with Refinancing Term Loans, on each Refinancing Term Loan Repayment Date, a principal amount of the
Refinancing Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f) and 9.04(l)(vi))
equal to the amount set forth for such date in the applicable Refinancing Amendment, together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such payment.


 


(b)            To
the extent not previously paid, all Other Term Loans, Extended Term Loans and Refinancing Term Loans and shall be due and payable
on the applicable Term Loan Maturity Date, respectively, together with accrued and unpaid interest on the principal amount to be
paid to but excluding the date of payment.


 


(c)            All
repayments pursuant to this Section 2.11 shall be subject to Section 2.16.


 


Section 2.12          Voluntary
Prepayment. (a) The BorrowerBorrowers
shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business
Days’ prior written or fax notice in the case of Eurodollar Loans, or written or fax notice at least one (1) Business
Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time;
provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000
and not less than $1,000,000 and (ii) at the Administrative
Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such
prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments
of Term Loans made pursuant to this Section 2.12(a) shall be applied to the remaining scheduled amortization payments
relating to such Term Loans as elected by the Administrative
Borrower.


 






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(b)            Each
notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be irrevocable and shall commit the BorrowerBorrowers
to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however,
that if such notices states that the prepayment is contingent upon the successful issuance or incurrence of Indebtedness permitted
by Section 6.01 to be issued or incurred or any other specified event (including, but not limited to, the occurrence
of any Asset Sale or Change of Control), then the Administrative
Borrower may, if the specified condition is not satisfied, (x) revoke such notice and/or (y) extend the
prepayment date by not more than five (5) Business Days (in the case of each of clauses (x) and (y), by providing notice
to the Administrative Agent on or prior to the specified date); provided further, however, that the provisions of
Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12
shall be subject to Section 2.16. All prepayments under this Section 2.12 (other than prepayments
of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments)
shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.


 


Section 2.13          Mandatory
Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the BorrowerBorrowers
shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans
and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank
with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction
of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving
Credit Commitment, then the BorrowerBorrowers
shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving Loans shall
have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative
Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate
such excess.


 


(b)            Not
later than the fifth Business Day following the receipt by the Administrative
Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative
Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal
year of the BorrowerBorrowers,
the BorrowerBorrowers
shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding
Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment
would be required, the Borrower isBorrowers
are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted
Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations)
pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted
Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”),
then the BorrowerBorrowers
may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness
at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness
shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the
remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the
terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment
of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that
would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent
the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall
promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans
in accordance with the terms hereof.


 






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(c)            In
the event that the Administrative
Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative
Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness
for money borrowed by the Administrative
Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for
money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))),
the BorrowerBorrowers
shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash
Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f).


 


(d)            In
the event that the Administrative Borrower or any
Restricted Subsidiary (or any other Person at the direction of the Administrative
Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in
any fiscal year of the BorrowerBorrowers,
the BorrowerBorrowers
shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative
Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or
cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the
time that any such prepayment would be required, the Borrower isBorrowers
are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds
from such Casualty Event Receipt, then the BorrowerBorrowers
may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate
outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the
Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the
Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant
to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of
Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit
and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization
of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced
accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid,
the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied
to prepay the Loans in accordance with the terms hereof.


 


(e)            [reserved].


 


(f)            Mandatory
prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first,
pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to
such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize
outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no
corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under
Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the
Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred).


 


(g)            The
Administrative
Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13,
(i) a certificate signed by a Responsible Officer of the Administrative
Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the
extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR
Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments).
Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each
Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to
Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but
excluding the date of payment.


 






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(h)          [reserved].


 


(i)            Notwithstanding
the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans,
Term Loan Lenders may waive by written notice to the Administrative
Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be
made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender
or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise
would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the BorrowerBorrowers
to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts
of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written
notice to the Administrative Borrower and the Administrative
Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept
such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment
of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business
Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment
of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent
there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative
Agent to the Administrative Borrower (any amounts
returned to the Administrative Borrower pursuant to
this clause (v), “Declined Amounts”).


 


Section 2.14          Reserve
Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in
Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company,
if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except
any such reserve requirement which is reflected in the Reserve Adjusted Eurodollar Rate), (ii) subject the Administrative
Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit or Commitment
made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation payments
in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20,
(B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection
Income Taxes) or (iii) impose on such Lender or such Issuing Bank or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any
of the foregoing shall be to increase the cost (other than Taxes) to such Lender or such Issuing Bank of making or maintaining
any Eurodollar Loan or increase the cost (other than Taxes) to any Lender or any Issuing Bank of issuing or maintaining any Letter
of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such
Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the BorrowerBorrowers
will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate
such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.


 






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(b)            If
any Lender or any Issuing Bank shall have determined that any Change in Law regarding any capital or liquidity requirements has
or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the
capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the
Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by
such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with
respect to capital adequacy), then from time to time the BorrowerBorrowers
shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.


 


(c)            A
certificate of a Lender or an Issuing Bank setting forth in reasonable detail the calculation of the amount or amounts necessary
to compensate such Lender or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or
(b) above shall be delivered to the Administrative
Borrower and shall be conclusive absent manifest error. The BorrowerBorrowers
shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days
after its receipt of the same.


 


(d)            Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.14 for any
increased costs incurred or reduction suffered in amounts received or receivable or reduction in return on capital shall not constitute
a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the BorrowerBorrowers
shall not be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above
with respect to increased costs incurred or reductions suffered more than 180 days prior to the date such Lender or such Issuing
Bank, as applicable, notifies the Administrative Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention
to claim compensation therefor; provided further that the foregoing limitation shall not apply to any increased costs or
reductions arising out of the retroactive application of any Change in Law within such 180-day period.


 


Section 2.15          Change
in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect
to any Eurodollar Loan, then, by written notice to the Administrative
Borrower and to the Administrative Agent:


 


(i)            such
Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder
(or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar
Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue
a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or
a request to continue an ABR Loan as such or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration
shall be subsequently withdrawn; and


 


(ii)            such
Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar
Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.


 


In the event any Lender shall exercise its rights under clause
(i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead
be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.


 






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(b)            For
purposes of this Section 2.15, a notice to the Administrative
Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last
day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Administrative
Borrower.


 


Section 2.16          Breakage.
TheEach
Borrower shall indemnify each Lender against any loss (other than a loss of applicable margin or profits) or expense that such
Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the
principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar
Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the
last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any
Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice
of such Loan shall have been given by theany
Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”)
or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event,
such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining
funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to
the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest
likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts which such Lender
is entitled to receive pursuant to this Section 2.16 shall be delivered to the Administrative
Borrower and shall be conclusive absent manifest error.


 


Section 2.17          Pro
Rata Treatment. Except as provided with respect to Swing Line Loans, subject to the express provisions of this Agreement
which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and as required
under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest
on the Loans, each payment of the Revolving Credit Commitment Fees, each reduction of the applicable Class of Commitments
and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata
among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been
terminated, in accordance with the respective principal amounts of their outstanding Loans). For purposes of determining the available
Revolving Credit Commitments of the Lenders at any time, each outstanding Swing Line Loan shall be deemed to have utilized the
Revolving Credit Commitments of the Lenders (including those Lenders which shall have not have made any Swing Line Loans) pro rata
in accordance with such respective Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s portion
of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of
such Borrowing to the next higher or lower whole Dollar amount.


 






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Section 2.18          Sharing.
Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against theany
Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code
or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements
shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other
Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate
unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be
in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal
amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was
to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim
or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored
without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment
made by the BorrowerBorrowers
pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to theany
Borrower or any of its Restricted Subsidiaries (as to which the provisions of this Section 2.18 shall
apply), other than as permitted pursuant to Section 9.04. TheEach
Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in
a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or
counterclaim with respect to any and all moneys owing by the BorrowerBorrowers
to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the BorrowerBorrowers
in the amount of such participation.


 







Section 2.19          Payments.
(a) TheEach
Borrower shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other
amounts) hereunder and under any other Loan Document not later than 12:00 (noon), New York City time, on the date when due
in immediately available Dollars, without setoff, defense or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes
of calculating the amounts due hereunder. Each such payment (other than Issuing Bank Fees, which shall be paid directly to the
applicable Issuing Bank) shall be made to the Administrative Agent at its offices at 745 Seventh Avenue, New York, New York 10019.
The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of
such Lender.


 


(b)            Except
as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or
other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business
Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in
the computation of interest or Fees, if applicable.


 


(c)            Unless
the Administrative Agent shall have received notice from the Administrative
Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable
Issuing Bank hereunder that the BorrowerBorrowers
will not make such payment, the Administrative Agent may assume that the Borrower hasBorrowers
have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or applicable Issuing Bank, as the case may be, the amount due. In such event, if the Borrower
hasBorrowers have not in fact
made such payment, then each of the Lenders or applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight
or short term funds (which determination shall be conclusive absent manifest error).


 






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(d)            If
a payment (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,
a “Improper Payment”)) is made by the Administrative Agent (or its Affiliates) in error (as determined by the
Administrative Agent in its sole discretion and whether known to the recipient or not) or if a Lender, Issuing Bank, Loan
Party or another recipient of funds is not otherwise entitled to receive such funds at such time of such Improper Payment or from
such Person in accordance with the Loan Documents (each such Lender, Issuing Bank, Loan Party or other recipient, as applicable,
an “Improper Recipient”), then such Improper Recipient shall forthwith on demand repay to the Administrative
Agent the portion of such Improper Payment that was made in error (or otherwise not intended (as determined by the Administrative
Agent in its sole discretion) to be received) in same day funds, together with interest thereon in respect of each day from and
including the date such Improper Payment was made available by the Administrative Agent (or its Affiliate) to such Improper Recipient
to the date such Improper Payment is repaid to the Administrative Agent (or its Affiliate) in same day funds at (i) in the
case of any Improper Recipient that is a Loan Party (or its Affiliates), at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over
a year of 360 days at all other times) equal to the rate that would be applicable to an ABR Loan, and (ii) in the case of
any other Improper Recipient, the greater of the Federal Funds Effective Rate, a rate determined by the Administrative Agent to
represent its cost of overnight or short term funds and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect (which determination shall be conclusive absent manifest
error). Each Improper Recipient hereby authorizes the Administrative Agent and any other party hereto that is not an Improper Recipient
(or its Affiliate), as applicable, to set off and apply any and all amounts at any time owing to such Improper Recipient under
this Agreement or any other Loan Document against any Improper Payments due to the Administrative Agent or any other party hereto,
as applicable. Each Improper Recipient and other party hereto shall not assert any right or claim to the Improper Payment, and
hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Improper Payments received, including without limitation waiver of defense based
on “discharge for value” or any similar doctrine or any other claim of entitlement to any portion of an Improper Payment
that the Administrative Agent, in its sole discretion, determines was made in error.


 


(e)            Each
Improper Recipient hereby further agrees that if it receives an Improper Payment from the Administrative Agent (or any of its Affiliates)
(x) that is in a different amount than, or on a different date from, that specified in a notice of payment or other communication
sent by the Administrative Agent (or any of its Affiliates) with respect to such Improper Payment (a “Payment Notice”),
(y) that was not preceded or accompanied by a Payment Notice, or (z) that such Improper Recipient otherwise becomes aware
was transmitted, or received, in error or mistake (in whole or in part), in each case, an error shall be deemed to have been made
with respect to such Improper Payment. Each Improper Recipient hereby agrees that, in each such case, it shall promptly notify
the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event
later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Improper Payment (or
portion thereof) as to which such a demand was made.


 






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(f)            The
Administrative Borrower and each other Loan Party hereby agrees that the receipt by any Lender or Issuing Bank of an Improper Payment
shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed to such Lender or Issuing Bank by the Administrative
Borrower or any other Loan Party.


 


Section 2.20          Taxes.
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without deduction or withholding for any Taxes except as required by any applicable Law; provided
that, if any Taxes are required by any applicable Law (as determined in the good faith discretion of an applicable Withholding
Agent) to be withheld or deducted from such payments, then (i) the applicable Withholding Agent shall make such deductions
or withholdings and shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable
Law, and (ii) if any Taxes required to be withheld or deducted are Indemnified Taxes or Other Taxes, then the sum payable
by such Loan Party shall be increased as necessary so that after making such required deductions or withholdings (including such
deductions and withholdings of Indemnified Taxes and Other Taxes applicable to additional sums payable under this Section 2.20)
the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been
made.


 


(b)            Without
limiting the provisions of subsection (a) above, the BorrowerBorrowers
shall pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes.


 


(c)            Without
duplication of Sections 2.20(a) or (b) above, theeach
Borrower shall indemnify each Recipient within ten (10) days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect
to any payment by or on account of any obligation of the BorrowerBorrowers
hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 2.20) and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
Notwithstanding anything herein to the contrary, a Recipient shall not be indemnified for any Indemnified Taxes hereunder unless
the Administrative Agent, such Lender or Issuing Bank shall make written demand on the
Administrative Borrower for reimbursement of such Indemnified Taxes no later than 180 days after the earlier of
(i) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified
Taxes, and (ii) the date on which the Recipient has made payment of such Indemnified Taxes. A certificate as to the amount
of such payment or liability delivered to the Administrative
Borrower by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on behalf of
itself, a Lender or an Issuing Bank, shall be conclusive absent manifest error.


 


(d)            As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by theany
Borrower to a Governmental Authority, the Administrative
Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(e)            (i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Administrative Borrower and the
Administrative Agent, at the time or times reasonably requested by the Administrative
Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative
Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, any Lender, if reasonably requested by the Administrative
Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Administrative Borrower or the Administrative
Agent as will enable the BorrowerBorrowers
or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 2.20(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required
if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. If any form or certification
previously delivered pursuant to this Section 2.20(e) or Section 2.20(g) expires or becomes obsolete or inaccurate
in any respect with respect to a Recipient, such Recipient shall promptly (and in any event within 10 days after such expiration,
obsolescence or inaccuracy) notify the Administrative
Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification
if it is legally eligible to do so.


 






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(ii)           Without
limiting the generality of the foregoing,


 


(A) any
Lender that is a U.S. Person shall deliver to the Administrative
Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Administrative
Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax;


 


(B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative
Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date
on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Administrative Borrower or the Administrative
Agent), whichever of the following is applicable:


 


(1) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as
applicable, (or its successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
 “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or its successor form) establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax
treaty;


 


(2) executed
copies of IRS Form W-8ECI;


 


(3) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of theeither
Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or its successor form); or


 






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(4) to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or its successor form), a U.S. Tax Compliance Certificate substantially
in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;


 


(C) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative
Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date
on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Administrative Borrower or the Administrative
Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in
U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit the BorrowerBorrowers
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D) if
a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Recipient 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 Recipient shall deliver to the Administrative
Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by
the Administrative Borrower or the Administrative
Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
and such additional documentation reasonably requested by the Administrative
Borrower or the Administrative Agent as may be necessary for the BorrowerBorrowers
and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with
such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes
of this clause (D) and paragraph (g), hereof, “FATCA” shall include any amendments made to FATCA after the date
of this Agreement.


 


(f)            If
the Administrative Agent, any Lender or any Issuing Bank determines, in its discretion, exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified by an indemnifying party or with respect to which an indemnifying party
has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to the indemnifying party
(but only to the extent of indemnity payments made, or additional amounts paid, by the indemnifying party under this Section 2.20
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative
Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of the Administrative
Agent, such Lender or such Issuing Bank, agrees to repay the amount paid over to the indemnifying party (plus any interest, penalties
or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing Bank
in the event the Administrative Agent, such Lender or such Issuing Bank is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 2.20(f), in no event will the Administrative Agent, any Lender
or any Issuing Bank be required to pay any amount to an indemnifying party pursuant to this paragraph to the extent the payment
of such amount would place the Administrative Agent, such Lender or such Issuing Bank in a less favorable net after-Tax position
than it would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.
Nothing in this Section 2.20(f) shall be construed to require the Administrative Agent, any Lender or any Issuing
Bank to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to theany
Borrower or any other Person.


 






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(g)           On
or before the date that Barclays Bank PLC (or any successor or replacement Administrative Agent) becomes the Administrative Agent
hereunder, it shall deliver to the Administrative
Borrower two duly executed originals of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any
payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the BorrowerBorrowers
can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States, including
Taxes imposed under FATCA.





 


(h)           For
purposes of this Section 2.20, the term “Lender” includes any Issuing Bank and the term “applicable Law”
includes FATCA.


 


Section 2.21   Assignment
of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing
Bank delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or any Issuing Bank
delivers a notice described in Section 2.15, (iii) theany
Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of
any Lender or any Issuing Bank pursuant to Section 2.20, (iv) any Lender refuses to consent to any amendment,
waiver or other modification of any Loan Document requested by the Administrative
Borrower that requires the consent of all Lenders or all Lenders directly and adversely affected thereby and such amendment, waiver
or other modification is consented to by the Required Lenders, or (v) any Lender becomes a Defaulting Lender, then, in each
case, the Administrative Borrower may, at its sole
expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)(v)),
upon notice to such Lender or such Issuing Bank, as the case may be, and the Administrative Agent, require such Lender or such
Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.14, 2.16 and 2.20,
its rights pursuant to Section 9.05 in respect of the period in which it was a Lender (and its rights in respect of
any outstanding Letter of Credit issued by such Lender)) and obligations under this Agreement (or, in the case of clause (iv) above,
all of its interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related
consent, amendment, waiver or other modification) to an Eligible Assignee (which Eligible Assignee (x) may be an Affiliated
Lender only if Section 9.04(k) is complied with and (y) may not be the Administrative
Borrower or any Subsidiary thereof) that shall assume such assigned obligations and, with respect to clause (iv) above,
shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender,
if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or
regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Administrative
Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being
assigned, of each Issuing Bank and the Swing Line Lender), which consents shall not unreasonably be withheld, conditioned or delayed,
and (z) the Borrower orBorrowers
or such assignee shall have paid to the affected Lender or the affected Issuing Bank in immediately available funds
an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans or L/C
Disbursements of such Lender or such Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such
Lender or such Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14, 2.16
and 2.20; provided further that, if prior to any such transfer and assignment the circumstances or event that resulted
in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.14, notice under Section 2.15,
entitlement to receive amounts pursuant to Section 2.20 or being a Defaulting Lender, as the case may be, cease to
cause such Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in
return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being
payable under Section 2.20, or cease to cause such Lender to be a Defaulting Lender, as the case may be (including
as a result of any action taken by such Lender or such Issuing Bank pursuant to paragraph (b) below), or if such
Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.14 in respect of such
circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments
under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent
or other modification, as the case may be, or shall cease to be a Defaulting Lender, then such Lender or such Issuing Bank shall
not thereafter be required to make any such transfer and assignment hereunder. Notwithstanding anything to the contrary, in the
event that a Lender that is being replaced pursuant to this Section 2.21(a) does not execute an Assignment and
Acceptance Agreement (or an Affiliated Lender Assignment and Acceptance Agreement) within one (1) Business Day after being
requested to do so, such assignment shall be deemed to have occurred on such Business Day without such Lender’s execution
of such documentation but after satisfaction of the other conditions set forth herein.


 






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(b)            If
(i) any Lender or any Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or any
Issuing Bank delivers a notice described in Section 2.15 or (iii) theany
Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of
any Lender or any Issuing Bank pursuant to Section 2.20, then such Lender or such Issuing Bank shall use reasonable
efforts (which shall not require such Lender or such Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense
or otherwise take any action inconsistent with its legal or regulatory restrictions or suffer any disadvantage or burden deemed
by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Administrative
Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender, such filing or assignment would reduce its claims for compensation under Section 2.14
or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20,
as the case may be, in the future. The BorrowerBorrowers
hereby agreesagree
to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such filing or assignment,
delegation and transfer.


 


Section 2.22     Defaulting
Lender. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 9.08.


 






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(ii)           Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06 shall be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the Issuing Banks and Swing Line Lender hereunder; third, on a pro rata basis to cash collateralize each Issuing
Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22(d) and to
pay to the Swing Line Lender its Fronting Exposure with respect to such Defaulting Lender; fourth, as the Administrative
Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Administrative
Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks’
and Swing Line Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of
Credit and Swing Line Loans, if any and as applicable, issued under this Agreement, in accordance with Section 2.22(d) (in
the case of Letters of Credit); sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result
of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender
as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default
or Event of Default exists, to the payment of any amounts owing to the BorrowerBorrowers
as a result of any judgment of a court of competent jurisdiction obtained by theany
Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement;
and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that
if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued
at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis
prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as
all Loans and L/C Exposure are held by the Lenders of the applicable Class pro rata in accordance with the Commitments under
the applicable Class without giving effect to Section 2.22(a)(iv). Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral
pursuant to this Section 2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each
Lender irrevocably consents hereto.


 


(iii)          Certain
Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender
is a Defaulting Lender (and the BorrowerBorrowers
shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).


 


(B)            Each
Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Pro Rata Percentage of the stated amount of Letters of Credit for which it has provided cash
collateral pursuant to Section 2.22(d).


 


(C)            With
respect to any L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above,
the BorrowerBorrowers
shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s obligation to fund participations in respect of Letters of Credit that have been reallocated
to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such
fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 






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(iv)          Reallocation
of Participations to Reduce Fronting Exposure. So long as no Event of Default shall have occurred and be continuing,
all or any part of such Defaulting Lender’s obligation to fund participations in respect of Swing Line Loans and Letters
of Credit shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective
Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such
reallocation does not cause the aggregate Revolving Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Revolving Credit Commitment. Subject to Section 2.28, no reallocation hereunder shall constitute a waiver or
release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender,
including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such
reallocation.


 


(v)           Cash
Collateral and Repayment of Swing Line Loans. If the reallocation described in clause (iv) above cannot,
or can only partially, be effected, the BorrowerBorrowers
shall, without prejudice to any right or remedy available to it hereunder or under law, cash collateralize any Issuing Bank’s
Fronting Exposure in accordance with the procedures set forth in Section 2.22(d) and repay any Swing Line Lender’s
Fronting Exposure by repaying the Swing Line Loans such that such Fronting Exposure is reduced to zero.


 


(b)            Defaulting
Lender Cure. If the Administrative Borrower,
the Administrative Agent, each Swing Line Lender and each Issuing Bank agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender
will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit to be held pro rata by the Revolving Credit Lenders in accordance with the Revolving Credit Commitments (without giving
effect to Section 2.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of theany
Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(c)            New
Swing Line Loans and Letters of Credit. So long as any Lender is a Defaulting Lender, (i) no Swing Line Lender shall
be required to fund any Swing Line Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any
Letter of Credit except in accordance with Section 2.24(a), in each case unless it is satisfied that the related exposure
will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders or (in the case of Letters of Credit) cash
collateral will be provided by the BorrowerBorrowers
in accordance with Section 2.24(j), and participating interests in any such newly issued or increased Letter of Credit
or newly made Swing Line Loan shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(a)(iv) (and
Defaulting Lenders shall not participate therein).


 


(d)           Cash
Collateral. (i) At any time that there shall exist a Defaulting Lender, within one (1) Business Day following
the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the BorrowerBorrowers
shall cash collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving
effect to Section 2.22(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less
than the Minimum Collateral Amount.


 






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(ii)            TheEach
Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent,
for the benefit of each Issuing Bank, and agrees to maintain, a first priority security interest in all such cash collateral as
security for the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit, to be applied pursuant
to Section 2.24(j). If at any time the Administrative Agent determines that cash collateral is subject to any right
or claim of any Person other than the Administrative Agent and such Issuing Bank as herein provided, or that the total amount of
such cash collateral is less than the Minimum Collateral Amount, the BorrowerBorrowers
will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in
an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender).


 


(iii)          Notwithstanding
anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.22 in respect of
Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect
of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation)
for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for
herein.


 


(iv)          Cash
collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be
required to be held as cash collateral pursuant to this Section 2.22 following (i) the elimination of the applicable
Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination
by the Administrative Agent and such Issuing Bank that there exists excess cash collateral; provided that, subject to this
Section 2.22 the Person providing cash collateral and such Issuing Bank may agree that cash collateral shall be held
to support future anticipated Fronting Exposure or other obligations; and provided, further that to the extent that
such cash collateral was provided by the BorrowerBorrowers,
such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.


 


Section 2.23    Swing
Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line
Loans to the BorrowerBorrowers,
on a joint and several basis as between the Borrowers, from time to time prior to the Revolving Credit Maturity
Date in Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal
amount of outstanding Swing Line Loans exceeding the total Swing Line Commitment, (y) the outstanding Swing Line Loans of
the Swing Line Lender exceeding the Swing Line Lender’s Swing Line Commitment or (z) the Aggregate Revolving Credit
Exposure exceeding the Total Revolving Credit Commitments; provided that the Swing Line Lender shall not be required to
make a Swing Line Loan to refinance an outstanding Swing Line Borrowing. Within the foregoing limits and subject to the terms and
conditions set forth herein, the BorrowerBorrowers
may borrow, prepay and reborrow Swing Line Loans. Notwithstanding anything to the contrary contained in this Section 2.23
or elsewhere in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, no Swing Line Lender shall
be required to issue or extend any Swing Line Loan, unless any Fronting Exposure in respect thereof, after giving effect to the
extension of such Swing Line Loan, may be reallocated among Non-Defaulting Lenders in accordance with Section 2.22(a)(iv) or,
if such reallocation is not available in accordance with such Section, the Swing Line Lender has entered into arrangements satisfactory
to it, in its sole discretion, and the BorrowerBorrowers
to eliminate the Swing Line Lender’s risk with respect to the participation in Swing Line Loans by all such Defaulting Lenders,
which may include prepaying such Swing Line Loans while any Fronting Exposure exists in relation thereto.


 






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(b)            To
request a Swing Line Borrowing, the Administrative
Borrower shall notify the Swing Line Lender and the Administrative Agent of such request by not later than 1:00 p.m., New
York City time on the day of the proposed Swing Line Borrowing by delivering a Swing Line Borrowing Request. Each such notice and
Swing Line Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day),
(ii) the amount of the requested Swing Line Borrowing, (iii) the term of such Swing Line Loan and (iv) the location
and number of the applicable Borrower’s account
to which funds are to be disbursed. The Swing Line Lender shall make each Swing Line Loan in accordance with Section 2.02
on the proposed date thereof by wire transfer of immediately available funds by 4:00 p.m., New York City time, to the account of
the applicable Borrower.


 


(c)            Immediately
upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Revolving
Credit Lender’s Pro Rata Percentage of such Swing Line Loan. The Swing Line Lender shall deliver the Swing Line Borrowing
Request to the Administrative Agent which shall promptly deliver such Swing Line Borrowing Request to each Revolving Credit Lender.
Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice of the Swing Line Borrowing Request,
to pay to the Administrative Agent for the account of the Swing Line Lender, such Revolving Credit Lender’s Pro Rata Percentage
of such Swing Line Loan or Loans. Each Revolving Credit Lender acknowledges and agrees that its respective obligation to acquire
participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each
such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall
comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided
in Section 2.02 with respect to Loans made by such Revolving Credit Lender (and Section 2.02 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swing
Line Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Administrative
Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph (c), and thereafter payments
by the BorrowerBorrowers
in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received
by a Swing Line Lender from theany
Borrower (or any other party on behalf of theany
Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein
shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted
promptly by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph
and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid
to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded
to the BorrowerBorrowers
for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the BorrowerBorrowers
of any default in the payment thereof otherwise expressly provided herein.


 


(d)            At
any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line
Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit
Lender its Pro Rata Percentage thereof in the same funds as those received by the Swing Line Lender. If any payment received by
the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned to theany
Borrower by the Swing Line Lender under any circumstances (including pursuant to any settlement entered into by the Swing Line
Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Percentage thereof on demand
of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at
a rate per annum equal to the Federal Funds Effective Rate. The Administrative Agent will make such demand upon the request of
the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 






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Section 2.24     Letters
of Credit. (a) General. The Administrative
Borrower may request the issuance of a Letter of Credit (which may be at the request of another Loan Party), in a form reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time on or prior to the date
immediately preceding the termination of the L/C Commitment in accordance with Section 2.09(a). This Section shall
not be construed to impose an obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms
and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 2.24 or elsewhere
in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, no Issuing Bank shall be required to issue
or extend any Letter of Credit, as applicable, unless any Fronting Exposure in respect thereof, after giving effect to the issuance
of such Letter of Credit, may be reallocated among Non-Defaulting Lenders in accordance with Section 2.22(a)(iv) or,
if such reallocation is not available in accordance with such Section, each Issuing Bank has entered into arrangements satisfactory
to it, in its sole discretion, and the Administrative
Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting
Lenders, which may include by cash collateralizing (in an amount not less than the Minimum Collateral Amount) each such Defaulting
Lender’s Pro Rata Percentage of each Letter of Credit issued or outstanding while such Defaulting Lender remains a Defaulting
Lender.


 


(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions.  (i) In order to request the issuance
of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the Administrative
Borrower shall hand deliver or fax to the applicable Issuing Bank and the Administrative Agent (not later than 1:00 p.m. (New
York City time) at least five (5) Business Days (or such shorter period as such Issuing Bank and the Administrative Agent
may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case
may be) an L/C Extension Notice together with such Issuing Bank’s Letter of Credit application form (if any), appropriately
completed and signed by a Responsible Officer of the Administrative
Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank,
or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below),
the amount of such Letter of Credit, the name and address of the beneficiary thereof, the documents to be presented by such beneficiary
in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder, the nature of the proposed amendment (in the case of an amendment), any Letter of Credit application form required
by the applicable Issuing Bank and such other information as shall be necessary to prepare such Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit
theeach
Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (x) the
Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment and (y) the aggregate face amount
of Letters of Credit issued by any Issuing Bank shall not exceed its L/C Commitment.


 






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(ii)           No
Issuing Bank shall be under any obligation to issue any Letter of Credit if:


 


(A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that
such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing
Bank is not otherwise compensated hereunder) not in effect on the Fourth Amendment Effective Date, or shall impose upon such Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the Fourth Amendment Effective Date and which such Issuing
Bank in good faith deems material to it;


 


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


 


(C)            except
as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less
than $10,000;


 


(D)            such
Letter of Credit is to be denominated in a currency other than Dollars; or


 


(E)            such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


(iii)          No
Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no
obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment thereto.


 


(c)            Expiration
Date. Each Letter of Credit shall expire at the close of business on the earlier of the date one year after the
date of the issuance of such Letter of Credit and the date that is five (5) Business Days prior to the Revolving Credit
Maturity Date, unless such Letter of Credit expires by its terms on an earlier date; provided, however, that a Letter
of Credit may, upon the request of the Administrative
Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of
12 months or less (but not beyond the date that is five (5) Business Days prior to the Revolving Credit Maturity Date) unless
the applicable Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in
such Letter of Credit and as agreed by the Issuing Bank) prior to the then-applicable expiration date that such Letter of Credit
will not be renewed.


 


(d)            Participations.
By the issuance of a Letter of Credit and without any further action on the part of the applicable Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be
drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of
the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the applicable Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by such Issuing
Bank and not reimbursed by the BorrowerBorrowers
(or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


 






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(e)            Reimbursement.
If any Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the BorrowerBorrowers
shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than 10:00 a.m., New York City time, on
the immediately following Business Day after theany
Borrower shall have received notice from such Issuing Bank that payment of such draft will be made; provided that if the
Issuing Bank notifies theany
Borrower of such L/C Disbursement prior to 11:00 a.m., New York City time, on the date of such L/C Disbursement, the BorrowerBorrowers
shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than 3:00 p.m., New York City time, on
such date.


 


(f)            Obligations
Absolute. TheEach
Borrower’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all
circumstances whatsoever, and irrespective of:


 


(i)            any
lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;


 


(ii)           any
amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;


 


(iii)          the
existence of any claim, setoff, defense or other right that theany
Borrower, any other party guaranteeing, or otherwise obligated with, theany
Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any
Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other Person, whether in connection
with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;


 


(iv)          any
draft or other document presented under a 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;


 


(v)           payment
by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit; and


 


(vi)          any
other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any
other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of theany
Borrower’s obligations hereunder.


 






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Without limiting the
generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the BorrowerBorrowers
hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or willful misconduct of the applicable Issuing
Bank. However, the foregoing shall not be construed to excuse such Issuing Bank from liability to the BorrowerBorrowers
to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the BorrowerBorrowers
to the extent permitted by applicable law) suffered by the BorrowerBorrowers
that are determined in a final, non-appealable decision of a court of competent jurisdiction to have resulted from such Issuing
Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. It is further understood and agreed that the applicable Issuing Bank may accept documents
that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information
to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank, (i) such Issuing Bank’s
exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including
reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder
equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document
presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or
untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such
Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct
of such Issuing Bank.


 


(g)            Disbursement
Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall as promptly as possible give telephonic notification,
confirmed by fax, to the Administrative Agent and the Administrative
Borrower of such demand for payment and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the Borrower
of itsBorrowers of their obligation
to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.


 


(h)            Interim
Interest. If any Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Bank,
then, unless the BorrowerBorrowers
shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of such
Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment
by the BorrowerBorrowers
or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum
that would apply to such amount if such amount were an ABR Revolving Loan.


 


(i)            Resignation
or Removal of an Issuing Bank. Any Issuing Bank may resign at any time by giving 30 days’ prior written notice to
the Administrative Agent, the Revolving Credit Lenders and the Administrative
Borrower, and may be removed at any time by the Administrative
Borrower by notice to such Issuing Bank, the Administrative Agent and the Revolving Credit Lenders, in each case, irrespective
of the appointment of a successor Issuing Bank. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Lender
that shall agree to serve as a successor Issuing Bank, such successor shall succeed to and become vested with all the interests,
rights and obligations of such retiring or removed Issuing Bank (other than with respect to Letters of Credit issued by such retiring
or removed Issuing Bank). At the time such removal or resignation shall become effective, the BorrowerBorrowers
shall pay all accrued and unpaid fees due to such Issuing Bank pursuant to Section 2.05(c)(ii). The acceptance of any
appointment as an Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor,
in a form satisfactory to the Administrative Borrower
and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have
all the rights and obligations of such previous Issuing Bank under this Agreement and the other Loan Documents other than with
respect to Letters of Credit issued by such retiring Issuing Bank and (ii) references herein and in the other Loan Documents
to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the resignation or removal of an Issuing Bank hereunder, the
retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal,
but shall not be required to issue additional Letters of Credit.


 






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(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, the BorrowerBorrowers
shall, on the Business Day itthe
Administrative Borrower receives notice from the Administrative Agent or the Revolving Credit Lenders holding participations
in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit
of the amount to be deposited, deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders,
an amount in cash equal to the Minimum Collateral Amount; provided that the obligation to deposit such cash will become
effective immediately, and such deposit will become immediately payable in immediately available funds, without demand or notice
of any kind, upon the occurrence of an Event of Default described in paragraph (g) or (h) of Article VII.
Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and
sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to
reimburse the applicable Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction
of the reimbursement obligations of the BorrowerBorrowers
for the L/C Exposure at such time and (iii) if the maturity of the Loans has been accelerated (but subject to the consent
of Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit), be applied to satisfy the Obligations. If the Borrower
isBorrowers are required to provide
an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied
as aforesaid) shall be returned to the applicable
Borrower within three (3) Business Days after all Events of Default have been cured or waived.


 


(k)            Additional
Issuing Banks. The Administrative Borrower
may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld
or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement,
subject to reporting requirements reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions
and terminations of Letters of Credit by such additional issuing bank. Any Lender designated as an issuing bank pursuant to this
paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters
of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply
to such Issuing Bank and such Lender. Upon the appointment of an additional Issuing Bank, the BorrowerBorrowers,
the Administrative Agent and the Issuing Banks may amend this Agreement without the consent of any other party hereto to change
the L/C Commitments of the Issuing Banks.


 






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Section 2.25     Incremental
Facilities. (a) The BorrowerBorrowers
(on a joint and several basis as between the Borrowers) may, by written notice to the Administrative Agent from
time to time, request Incremental Loan Commitments from one or more Incremental Term Lenders or Incremental Revolving Lenders,
as applicable, all of which must be Eligible Assignees (which Eligible Assignee may not be the Administrative
Borrower or a Subsidiary thereof but may, solely in the case of Incremental Term Loan Commitments, be an Affiliated Lender or an
Affiliate that becomes an Affiliated Lender as a result of such transaction (but only if Section 9.04(k) is complied
with)), so long as at the time such Incremental Loan Commitments become effective and, in the case of Incremental Term Loans, at
the time any Incremental Loans in respect thereof are incurred (after giving effect on a pro forma basis to the incurrence of such
Incremental Term Loans, and in each case assuming for the purpose of this calculation that the proceeds of such Incremental Term
Loans are not treated as Unrestricted Cash for such purpose and assuming for such purpose that any such Incremental Revolving Loan
Commitments are fully drawn in the form of Loans and that the proceeds thereof are not treated as Unrestricted Cash for such purpose),
the aggregate principal amount of such Incremental Loan Commitments and (without duplication) Incremental Loans does not exceed
the Maximum Incremental Facilities Amount. Such notice shall set forth (i) the amount of the Incremental Loan Commitments
being requested (which shall be in minimum increments of $2,500,000 and a minimum amount of $10,000,000, such lesser amount equal
to the remaining Maximum Incremental Facilities Amount or such other amounts as the Administrative Agent may reasonably agree to),
(ii) the date (an “Increased Amount Date”) on which such Incremental Loan Commitments are requested
to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice
(or such other number of days as the Administrative Agent may reasonably agree to)) and (iii) whether such Incremental Term
Loan Commitments are commitments to make term loans with terms different from any other then existing Term Loans (“Other
Term Loans”).


 


(b)            The
BorrowerBorrowers
may seek Incremental Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate
in its sole discretion) or any other bank, financial institution or other institutional lender or investor (each of which must
be an Eligible Assignee) that agrees to provide any portion of Incremental Loan Commitments (each, an “Additional Incremental
Lender”) (provided that (i) the Administrative Agent, the Swing Line Lender and each Issuing Bank shall
have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Incremental Lender’s
making such Incremental Loan Commitments to the extent such consent, if any, would be required under Section 9.04(b) for
an assignment of Loans or Commitments, as applicable, to such Lender or Additional Incremental Lender, (ii) an Affiliated
Lender may provide Incremental Term Loan Commitments or Incremental Term Loans only if Section 9.04(k) is complied
with, but may not provide Incremental Revolving Loan Commitments or Incremental Revolving Loans and (iii) the Administrative
Borrower and its Subsidiaries may not make Incremental Loan Commitments or Incremental Loans). The BorrowerBorrowers
and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement
and/or Incremental Revolving Loan Assumption Agreement, as applicable, and such other documentation as the Administrative Agent
shall reasonably specify to evidence the Incremental Loan Commitment of each Incremental Lender. The terms and provisions of the
Incremental Revolving Loans shall be identical to those of the Revolving Loans. All Incremental Revolving Loan Commitments shall
be documented solely as an increase to the Revolving Credit Commitments and all Incremental Revolving Loans shall be identical
to all Revolving Loans, other than in respect of any arrangement, commitment or upfront fees payable to any Incremental Revolving
Lenders or any arranger appointed in connection therewith. Notwithstanding the foregoing, (i) any Incremental Term Loans (x) shall
be secured on a pari passu basis with the Revolving Loans, (y) shall not be guaranteed by any person that is not a
Guarantor and (z) shall not be secured by any assets which do not constitute Collateral, (ii) the final maturity date
of any Incremental Term Loans shall be no earlier than the Revolving Maturity date, (iii) such Incremental Term Loans do not
mature or have scheduled amortization or payments of principal (other than, in any case, amortization at a rate of no more than
1% per annum) prior to the date that is the Latest Maturity Date at the time such Incremental Term Loans are incurred, (iv) no
Incremental Term Loans shall have the benefit of any financial maintenance covenant more restrictive than the covenant set forth
in Section 6.10 hereof unless the Revolving Loans have the benefit of such financial maintenance covenant on the same terms,
(v) the definitive documentation for such Incremental Term Loans shall not include other covenants, (excluding interest rate,
original issue discounts, fees and prepayment premiums) taken as a whole, that are materially more onerous to the BorrowerBorrowers
and the Guarantors than the covenants for the Revolving Loans provided for in this Agreement, taken as a whole, unless the Revolving
Loans have the benefit of such covenants on the same terms and (vi) the other terms and conditions applicable to such Incremental
Term Loans (other than provisions related to maturity, amortization, interest margins, fees or prepayments) may not differ from
those with respect to the Revolving Loans, as applicable, unless such terms and conditions are reasonably satisfactory to the Administrative
Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption
Agreement or Incremental Revolving Loan Assumption Agreement, as applicable. Each of the parties hereto hereby agrees that, upon
the effectiveness of any Incremental Term Loan Assumption Agreement or Incremental Revolving Loan Assumption Agreement, as applicable,
this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the
Incremental Loan Commitment and the Incremental Loans evidenced thereby, and the Administrative Agent and the BorrowerBorrowers
may revise this Agreement to evidence such amendments.


 






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(c)            Notwithstanding
the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.25 unless on the date of
such effectiveness, (i) the Administrative Borrower
is in Financial Covenant Compliance (after giving effect on a pro forma basis to the incurrence of any such Incremental Term Loans,
and in each case assuming for the purpose of this calculation that the proceeds of such Incremental Term Loans are not treated
as Unrestricted Cash for such purpose and assuming for such purpose that any such Incremental Revolving Loan Commitments are fully
drawn in the form of Loans and that the proceeds thereof are not treated as Unrestricted Cash for such purpose), (ii) the
conditions set forth in Sections 4.01(b) and 4.01(c) shall be satisfied and the Administrative Agent shall
have received a certificate to that effect dated such date and executed by a Financial Officer of the Administrative
Borrower; provided that, if the proceeds of any Incremental Term Loan Commitments are being used to finance a Permitted
Acquisition or Permitted Drop-Down Acquisition, (x) the reference in Section 4.01(b) to the accuracy of the
representations and warranties shall refer to the accuracy of only the representations and warranties that would constitute Specified
Representations and the representations and warranties in the relevant acquisition agreement the failure of which to be true shall
permit the buyer not to consummate the Permitted Acquisition or Permitted Drop-Down Acquisition, (y) Section 4.01(c) shall
be limited to there being no Default or Event of Default under paragraph (b), (c), (g) or (h) of
Article VII having occurred and continuing after giving effect to such Incremental Loan Commitments and (z) the
date of determination for purposes of testing Financial Covenant Compliance under clause (i) above shall be deemed
to be the date on which the definitive agreements for such Permitted Acquisition or Permitted Drop-Down Acquisition are entered
into, (iii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement and/or Incremental
Revolving Loan Assumption Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing
certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Original Closing Date
under Section 4.02, (iv) the Administrative Agent and each applicable Lender (other than any Defaulting Lender)
shall have received all fees and expenses owed under this Agreement (including in respect of such Incremental Loan Commitments);
and (v) the BorrowerBorrowers
shall have satisfied all Mortgage Modification Requirements.


 


(d)            Each
of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Administrative
Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Revolving Loans, when originally
made, are included in each Borrowing of outstanding Revolving Loans, on a pro rata basis. This may be accomplished by requiring
each outstanding Eurodollar Borrowing to be converted into an ABR Borrowing on the date of each Incremental Revolving Loan, or
by allocating a portion of each Incremental Revolving Loan to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion
of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental
Revolving Loan is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for
such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Revolving
Loan Assumption Agreement.


 






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(e)            On
any Increased Amount Date on which Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing
terms and conditions, (i) each of the existing Revolving Credit Lenders shall assign to each of the Incremental Revolving
Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the existing Revolving Credit Lenders, at the
principal amount thereof, such interests in the outstanding Revolving Loans and participations in Letters of Credit and Swing Line
Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases,
such Revolving Loans and participations in Letters of Credit and Swing Line Loans being held by existing Revolving Credit Lenders
and Incremental Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition
of such Incremental Revolving Loan Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving Loan Commitment
shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes,
a Revolving Loan and have the same terms as any existing Revolving Loan and (iii) each Incremental Revolving Lender shall
become a Lender with respect to the Revolving Credit Commitments and all matters relating thereto.


 


(f)            The
proceeds of any Incremental Loans shall be used for the purposes specified in the introductory statement to this Agreement.


 


Section 2.26     Extension
Amendments. (a) The BorrowerBorrowers
(on a joint and several basis as between the Borrowers) may at any time and from time to time request that all or
a portion of any of the Commitments or the Loans (including any Extended Loans), existing at the time of such request (any such
Commitment, an “Existing Commitment” and any such existing outstanding Loans, the “Existing
Loans”) be converted to extend, in the case of Commitments, the termination date thereof and, in the case of Loans,
the scheduled maturity date(s) of any payment of principal with respect to all or a portion thereof (any such Existing Commitment
which has been so extended, an “Extended Commitment” and any such Existing Loan whose scheduled maturity
date(s) has or have been so extended, in the case of a Term Loan, an “Extended Term Loan”, in the
case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”)
and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Commitment, the
Administrative Borrower shall provide a notice to
the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Commitment)
(an “Extension Request”) setting forth the proposed terms of the Extended Commitment to be established,
which terms (other than as provided in clause (c) below) shall be identical to those applicable to the Existing Commitment
from which they are to be extended (the “Specified Existing Commitment”) except (x) all or any of
the final maturity/termination dates of such Extended Commitment shall be delayed to later dates than the final maturity/termination
dates of the Specified Existing Commitment, (y) (A) the interest margins with respect to the Extended Commitment may
be higher or lower than the interest margins for the Specified Existing Commitment and/or (B) additional fees may be payable
to the Lenders providing such Extended Commitment in addition to or in lieu of any increased margins contemplated by the preceding
clause (A) and (z) the commitment fee, if any, with respect to the Extended Commitment may be higher or lower
than the commitment fee, if any, for the Specified Existing Commitment, in each case to the extent provided in the applicable Extension
Amendment; provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, (1) no
Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure
or support the Existing Commitments, (2) the repayment (other than in connection with a permanent voluntary prepayment or
a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment
of any Extended Term Loans shall be made on a pro rata basis with all other outstanding Term Loans and Other Term Loans; provided,
that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro
rata basis in any voluntary or mandatory repayment or prepayment, (3) (x) the final maturity of any Extended Loans shall
not be earlier than any Loans made under the applicable Specified Existing Commitment in respect thereof and (y) if such Extended
Loans are term loans made under a term facility, the Extended Loans shall not have a weighted average life to maturity shorter
than any loans made under the applicable Specified Existing Commitment in respect thereof, (4) each Lender in the Specified
Existing Commitment shall be permitted to participate in the Extended Commitment in accordance with its pro rata share of the Specified
Existing Commitment, (5) assignments and participations of Extended Commitments shall be governed by the same assignment and
participation provisions applicable to Loans and Commitments hereunder as set forth in Section 9.04 and (6) the
repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving
Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving
Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid
without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any
of its Existing Loans or, if applicable, commitments of any Existing Commitment converted into an Extended Commitment or Extended
Loan pursuant to any Extension Request. Any Extended Commitment shall constitute a separate Class from the Specified Existing
Commitments and from any other Existing Commitments (together with any other Extended Commitments with the same maturity date so
established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing
Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established
on such date).


 






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(b)            The
Administrative Borrower shall provide the applicable
Extension Request at least five (5) Business Days prior to the date on which Lenders under the applicable Class of Existing
Commitments or Existing Loans are requested to respond. Any applicable Lender (an “Extending Lender”)
wishing to have all or a portion of its Specified Existing Commitment converted into an Extended Commitment or Existing Loans converted
into Extended Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the
date specified in such Extension Request of the amount of its Specified Existing Commitment and/or Existing Loans that it has elected
to convert into an Extended Commitment or Extended Loans, as the case may be. In the event that the aggregate amount of the Specified
Existing Commitment and/or Existing Loans subject to Extension Elections exceeds the amount of Extended Commitments and/or Extended
Loans requested pursuant to the Extension Request, the Specified Existing Commitment and/or Existing Loans subject to Extension
Elections shall be converted to Extended Commitments and/or Extended Loans on a pro rata basis based on the amount of Specified
Existing Commitments and/or Existing Loans included in each such Extension Election.


 


(c)            Extended
Commitments and Extended Loans shall be established pursuant to an amendment (an “Extension Amendment”)
to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or prepayments
referenced in Section 2.26(a) and which, notwithstanding anything to the contrary set forth in Section 9.08,
shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments and/or Extended
Loans established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment
shall provide for any tranche of Extended Commitments or tranche of Extended Loans in an aggregate principal amount that is less
than $50,000,000 and integral multiples of $5,000,000 in excess thereof, unless otherwise agreed by the Administrative Agent; provided,
further, that (x) no Extension Amendment may provide for any Extended Commitment or Extended Loans to be secured by
any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments or Existing Loans and (y) the
other terms and conditions applicable to such Extended Loans or Extended Commitments (other than provisions related to maturity,
amortization, interest margins, fees or prepayments (which may provide for a less than ratable amount of any mandatory prepayment
vis-à-vis the Existing Loans and Existing Commitments but not a more than ratable amount of any mandatory prepayment vis-à-vis
the Existing Loans and Existing Commitments) may not differ from those with respect to the Existing Loans or Existing Commitments,
as applicable, unless such terms and conditions only apply after the Latest Maturity Date or, if more favorable to the Extending
Lenders than the corresponding terms are to the Lenders under the Specified Existing Commitments, may apply to such Specified Existing
Commitments and the Loans related thereto. It is understood and agreed that each Lender has consented for all purposes requiring
its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan
Documents authorized by this Section 2.26 and the arrangements described above in connection therewith. In connection
with any Extension Amendment, if requested by the Administrative Agent, the BorrowerBorrowers
shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension
Amendment, this Agreement as amended thereby, the security interests in respect of the Extended Loans and Extended Commitments
and such of the other Loan Documents (if any) as may be amended thereby and that the existing security interest of the Collateral
Agent shall not be adversely affected thereby.


 






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


 


(e)            If,
in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and
by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”)
then the Administrative Borrower may, upon notice
to the Administrative and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender
shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to
be paid by the BorrowerBorrowers
in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither
the Administrative Agent nor any Lender shall have any obligation to the BorrowerBorrowers
to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans
and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations
of the BorrowerBorrowers
owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee
Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance. In connection with any such replacement under
this Section 2.26, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed
Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date
on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the
date as of which all obligations of the BorrowerBorrowers
owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee
Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment
and Acceptance and/or such other documentation as of such date and the Administrative
Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation
on behalf of such Non-Extending Lender.


 






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(f)            This
Section 2.26 shall supersede any provisions in Section 2.17, Section 2.18 or Section 9.08
to the contrary.


 


Section 2.27     Refinancing
Amendments


 


(a)            On
one or more occasions after the Fourth Amendment Effective Date, the BorrowerBorrowers
(on a joint and several basis as between the Borrowers) may obtain Credit Agreement Refinancing Indebtedness from
any Lender or any other bank, financial institution or other institutional lender or investor (each of which must be an Eligible
Assignee) that agrees to provide such Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance
with this Section 2.27 (each, an “Additional Refinancing Lender”) (provided that (i) the
Administrative Agent, the Swing Line Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld
or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such
Refinancing Revolving Loan Commitments to the extent such consent, if any, would be required under Section 9.04(b) for
an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) an
Affiliated Lender may provide Refinancing Term Loans or Refinancing Term Commitments only if Section 9.04(k) is
complied with, but may not provide Refinancing Revolving Loan Commitments or Refinancing Revolving Loans and (iii) the Administrative
Borrower and its Subsidiaries may not provide Refinancing Revolving Loan Commitments, Refinancing Revolving Loans, Refinancing
Term Loans or Refinancing Term Commitments), in the form of Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving
Loan Commitments or Refinancing Revolving Loans, as applicable; provided that, notwithstanding anything to the contrary
in this Section 2.27 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and
fees at different rates on Refinancing Revolving Loan Commitments (and related outstandings), (B) repayments required upon
the maturity date of any Revolving Loan Commitments and (C) repayments made in connection with a permanent repayment and termination
of commitments (subject to clause 3 below)) of Refinancing Revolving Loans after obtaining any Refinancing Revolving Loan
Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) all Swing Line Loans and Letters
of Credit shall be participated on a pro rata basis by all Revolving Lenders with Revolving Credit Commitments in accordance with
their Pro Rata Percentage, (3) the permanent repayment of Refinancing Revolving Loans and termination of Refinancing Revolving
Loan Commitments after the date of obtaining any Refinancing Revolving Loan Commitments shall be made on a pro rata basis with
all other Revolving Loans and Revolving Credit Commitments, except that the BorrowerBorrowers
shall be permitted to permanently repay and terminate commitments of any such Class (and prepay Revolving Loans of such Class)
on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments
and participations of Refinancing Revolving Loan Commitments and Refinancing Revolving Loans shall be governed by the same assignment
and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.


 


(b)            The
effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set
forth in Sections 4.01(b) and (c) and, to the extent reasonably requested by the Administrative Agent,
receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent
with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change
in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation
agreements and/or such amendments to the Security Documents and filings as may be reasonably requested by the Administrative Agent
in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.


 






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(c)            Each
incurrence of Credit Agreement Refinancing Indebtedness under Section 2.27(a) shall be in an aggregate principal
amount that is (x) not less than $50,000,000 and (y) an integral multiple of $5,000,000 in excess thereof, unless otherwise
agreed to by the Administrative Agent.


 


(d)            Each
of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment,
without the consent of any Lenders other than those that may be providing the Credit Agreement Refinancing Indebtedness, to the
extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness
incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative
Borrower, to effect the provisions of this Section 2.27, and the Lenders hereby expressly authorize the Administrative
Agent to enter into any such Refinancing Amendment.


 


(e)            This
Section 2.27 shall supersede any provisions in Section 2.17, Section 2.18 or Section 9.08
to the contrary.


 


Section 2.28     Acknowledgment
and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement
or understanding among any of the parties hereto, each party hereto acknowledges that any liability of any EEAAffected
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 EEAthe
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


(iii)           iii.
the variation of the terms of such liability in connection with the exercise of the write-down and conversion
powers of any EEAthe
applicable Resolution Authority.


 


Article III


 


Representations and Warranties


 


TheEach
Borrower represents and warrants to the Administrative Agent, the Collateral Agent, the Swing Line Lender, each Issuing Bank and
each of the Lenders that, on and as of the Fourth Amendment Effective Date and on and as of each other date thereafter as required
by Section 4.01:


 


Section 3.01     Organization;
Powers. TheEach
Borrower and each of the Restricted Subsidiaries (a) is duly organized or formed, validly existing and in good standing under
the laws of the jurisdiction of its organization or formation (which, as of the Fourth Amendment Effective Date, is as identified
in Schedule 3.01), (b) has all requisite power and authority to own its property and assets and to carry on its business
as now conducted and as proposed to be conducted, except, in each case where the failure to have such power and authority could
not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing
in, every jurisdiction where such qualification is required, except in each case where the failure so to qualify could not reasonably
be expected to result in a Material Adverse Effect and (d) has the power and authority to execute, deliver and perform its
obligations under each of the Loan Documents and, in the case of the BorrowerBorrowers,
to borrow hereunder.


 






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Section 3.02   Authorization.
The Transactions have been duly authorized by all requisite company or partnership and, if required, equity holder action.


 


Section 3.03   Enforceability.
This Agreement has been duly executed and delivered by the each
Borrower and constitutes, and each other Loan Document when executed and delivered by the applicable Loan Party will constitute,
legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting
creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


 


Section 3.04   Governmental
Approvals; No Conflicts. (a) No action, consent or approval of, registration or filing with or any other action by
any Governmental Authority is or will be required in connection with the execution, delivery or performance by any Loan Party of
this Agreement or any other Loan Document or in connection with the Transactions, except for (i) the filing or recording of
Uniform Commercial Code financing statements and Mortgages, (ii) such as have been made or obtained and are in full force
and effect and (iii) in the case of the Transactions (other than the execution, delivery or performance by any Loan Party
of this Agreement or any other Loan Document) any such other action, consent, approval, registration or filing that if not obtained
and maintained in full force and effect could not reasonably be expected to result in a Material Adverse Effect.


 





(b)            The
Loan Documents will not (i) violate any provision of law, statute, rule or regulation of a Governmental Authority applicable
to the Loan Parties, (ii) violate any order of any Governmental Authority binding on the Loan Parties, (iii) violate
any Organizational Documents of a Loan Party, (iv) result in the creation or imposition of any Lien upon any property or assets
now owned or hereafter acquired by theany
Borrower or any Restricted Subsidiary (other than any Lien created hereunder or under the Security Documents) and (v) violate
or result in a default under the Drax Contract or any indenture or any other agreement, instrument or other evidence of Material
Indebtedness.


 


Section 3.05   Financial
Statements. (a) The Administrative Borrower
has prior to the Original Closing Date furnished to the Lenders the unqualified audited financial statements of Enviva Partners,
LP Predecessor for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014. Such financial
statements present fairly in all material respects the financial condition and results of operations and cash flows of the Enviva
Partners, LP Predecessor as of such dates and for such periods. Such financial statements were prepared in all material respects
in accordance with GAAP.


 


(b)            The
Administrative Borrower has prior to the Original
Closing Date delivered to the Lenders a pro forma consolidated balance sheet of the Administrative
Borrower and the Restricted Subsidiaries as of December 31, 2014, prepared after giving effect to the Transactions as if the
Transactions had occurred as of such date, in all material respects in accordance with GAAP. Such pro forma balance sheet has been
prepared in good faith by the Administrative Borrower,
is based on good faith estimates and assumptions, which assumptions were believed by the Administrative
Borrower to be reasonable in light of the conditions existing as of the date of delivery thereof (and as of the Original Closing
Date), and represent, as of the date of delivery thereof (and as of the Original Closing Date), the Administrative
Borrower’s reasonable good faith estimate of its future based upon all adjustments believed by the Administrative
Borrower necessary to give effect to the Transactions.


 






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Section 3.06   No
Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2017 that is continuing.


 


Section 3.07   Title
to Properties; Possession Under Leases. (a) Each of the BorrowerBorrowers
and the Restricted Subsidiaries has good and marketable title to, or valid leasehold interests in, all its properties and assets,
except as could not reasonably be expected to result in a Material Adverse Effect. All such material properties and assets are
free and clear of Liens, other than (i) in the case of Equity Interests, Liens permitted under clauses (b), (c),
(d), (j), (k) and (aa) of Section 6.02 (such Liens, the “Permitted Equity Liens”)
and (ii) in the case of all other material properties and assets, Liens expressly permitted by Section 6.02.


 


(b)            As
of the Fourth Amendment Effective Date, the Administrative
Borrower has not received any notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting
any Real Property material to the business of the Administrative
Borrower and the Restricted Subsidiaries.


 


(c)            As
of the Fourth Amendment Effective Date, neither the Administrative
Borrower nor or any of its respectivethe
Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose
of any Material Owned Real Property.


 


Section 3.08   Subsidiaries.
Schedule 3.08 sets forth as of the Fourth Amendment Effective Date a list of all Subsidiaries and the percentage ownership
interest of each Loan Party therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.08
are fully paid and non-assessable and are owned by the applicable Loan Party free and clear of all Liens (other than Permitted
Equity Liens).


 


Section 3.09   Litigation;
Compliance with Laws. (a) As of the Fourth Amendment Effective Date, except as set forth on Schedule 3.09,
there are no actions, suits, investigations or proceedings at law or in equity or by or before any Governmental Authority now pending
or, to the knowledge of theany
Borrower, threatened against theany
Borrower or any of the Restricted Subsidiaries or any business, property or rights of any such Person (i) that involve any
Loan Document or (ii) in each case, which could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect.


 


(b)            Neither
of the BorrowerBorrowers
nor any of the Restricted Subsidiaries or any of their respective material properties or assets is (i) in violation of, nor
will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation
(other than those covered by Section 3.11, 3.12, 3.14, 3.16, 3.17, 3.23, 3.24
or 3.26, which laws, rules and regulations are addressed in those Sections) or (ii) is in default with respect
to any judgment, writ, injunction, decree or order of any Governmental Authority (including without limitation the USA PATRIOT
Act), where such violation or default could reasonably be expected to result in a Material Adverse Effect.


 


Section 3.10   No
Default. No Default or Event of Default has occurred and is continuing.


 






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Section 3.11   Federal
Reserve Regulations. (a) Neither of the
BorrowerBorrowers
nor any of the Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.


 


(b)            No
part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations
of the Board, including by theany
Borrower or any Restricted Subsidiary in violation of Regulation T, U or X of the Board.


 


Section 3.12   Investment
Company Act. Neither of the BorrowerBorrowers
nor any of the Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940.


 


Section 3.13   Use
of Proceeds. TheEach
Borrower will use the proceeds of the Loans and will request the issuance of Letters of Credit only for the purposes specified
in the introductory statement to this Agreement.


 


Section 3.14   Taxes.
Each of the BorrowerBorrowers
and the Restricted Subsidiaries has filed or caused to be filed all Federal, state, local and foreign tax returns required to have
been filed by it and has paid or caused to be paid all Taxes due and payable by it (whether or not shown on any tax return) and
all assessments received by it, except (a) Taxes that are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted that operate to suspend the collection of such contested Tax and for which thesuch
Borrower or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP
or (b) in each case, to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect
or the imposition of a material Lien on any Collateral (other than any Lien permitted by Section 6.02). There is no
proposed written Tax assessment against theany
Borrower or any of the Restricted Subsidiaries that would, if made, have a Material Adverse Effect, which is not being actively
contested by such Person in good faith and by appropriate proceedings. At all times since its formation, theeach
Borrower has been properly treated as a partnership or a disregarded entity for U.S. federal income tax purposes.


 


Section 3.15   No
Material Misstatements. (a)     As of the Fourth Amendment Effective Date, no written information,
report, financial statement, exhibit or schedule furnished by or on behalf of the BorrowerBorrowers
or any other Loan Party to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto (excluding the Projections, forecasts, projections, other forward-looking information and
information of a general economic or industry specific nature), when furnished and taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading; provided that with respect to the Projections theeach
Borrower represents only that it prepared the Projections in good faith using assumptions it deemed reasonable at the time the
Projections are furnished (it being understood that projections are not a guaranty of future performance and that actual results
during the period or periods covered by projections may materially differ from the projected results therein).


 


(b)            As
of the Fourth Amendment Effective Date, to the extent a Beneficial Ownership Certification is required to be delivered pursuant
to the Beneficial Ownership Regulation, the information included in such Beneficial Ownership Certification is true and correct
in all respects.


 


Section 3.16   Employee
Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, none of the BorrowerBorrowers
nor any of itstheir
Subsidiaries has incurred any liability under (a) any Plan, (b) any Multiemployer Plan or (c) any Employee Benefit
Plan.


 






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Section 3.17   Environmental
Matters. (a) Except as set forth in Schedule 3.17 or as could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, (i) theeach
Borrower and each of its Restricted SubsidiariesSubsidiary
is and, within the period of all applicable statute of limitations, have been in compliance with applicable Environmental Laws;
including all obligations to obtain, maintain, renew and comply with all Environmental Permits required for their respective businesses,
properties or operations; (ii) neither of the
BorrowerBorrowers
nor any of itsthe
Restricted Subsidiaries has received any notice of violation or non-compliance pursuant to Environmental Laws or any other notice
of any Environmental Liability, nor, to the knowledge of theany
Borrower, is any such notice pending or threatened to be issued by any Governmental Authority or other Person; (iii) there
are no consent decrees, consent orders or administrative orders (or other similar administrative or judicial obligations) under
Environmental Laws related to any of the BorrowerBorrowers
or the Restricted Subsidiaries or their businesses, properties or operations that remain outstanding, and (iv) there is or
has been no condition, circumstance, action, activity or event that could reasonably be expected to result in noncompliance with
Environmental Law or any Environmental Liability.


 


(b)            Except
as set forth in Schedule 3.17 or as could not, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, (i) none of the properties currently owned or operated by or on behalf of theany
Borrower or any of its Restricted Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous
state or local list nor, to the knowledge of theany
Borrower, is any property formerly owned or operated by or on behalf of theany
Borrower or any of the Restricted Subsidiaries listed or proposed for listing on any such list; (ii) there are no and have
never been any surface impoundments, pits, sumps or lagoons, or landfills or dumps, in which Hazardous Materials are being or have
been treated, stored or disposed on any property currently owned or operated by or on behalf of theany
Borrower or any of its Restricted Subsidiaries or, to the knowledge of theany
Borrower, on any property formerly owned or operated by theany
Borrower or any of the Restricted Subsidiaries except for such impoundments, pits, sumps or lagoons, or landfills or dumps, that
have been removed from service and remediated in material compliance with Environmental Law; and (iii) to the knowledge of
theany
Borrower, there has been no Release on, at or under any property currently or formerly owned or operated by theany
Borrower or any of the Restricted Subsidiaries, except as would not reasonably be expected to result in material Environmental
Liability to theany
Borrower or any of the Restricted Subsidiaries.


 


(c)            Except
as set forth in Schedule 3.17 or as could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, (i) neither of the BorrowerBorrowers
nor any of the Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release
of Hazardous Materials at, on or under any site, location or operation, either voluntarily or pursuant to the order of any Governmental
Authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled
or stored at, or, to the knowledge of theany
Borrower, transported to or from, any property currently or formerly owned or operated by theany
Borrower or any of the Restricted Subsidiaries are either currently managed, or have been disposed of, in compliance with Environmental
Laws.


 


(d)            Except
as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither of
the BorrowerBorrowers
nor any of the Restricted Subsidiaries has assumed or undertaken, whether by contract, operation of law or otherwise, any Environmental
Liabilities of any other Person.


 


(e)            Except
as otherwise would be subject to applicable privilege, theeach
Borrower has made available to the Administrative Agent true and correct copies of any material environmental reports, studies
or similar documents in the custody or control of theany
Borrower or any of the Restricted Subsidiaries relating to the BorrowerBorrowers,
the Restricted Subsidiaries, their properties or the operation of their businesses and prepared prior to the Fourth Amendment Effective
Date.


 






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Section 3.18   Insurance.
Schedule 3.18 sets forth an accurate description of all insurance maintained by theany
Borrower or any Restricted Subsidiary or by theany
Borrower for any Restricted Subsidiary as of the Fourth Amendment Effective Date. As of the Fourth Amendment Effective Date, such
insurance is in full force and effect and all premiums have been duly paid. TheEach
Borrower and any Restricted Subsidiary have insurance in such amounts and covering such risks and liabilities as are in accordance
with customary industry practice in the Permitted Business.


 


Section 3.19   Security
Documents.


 


(a)            The
Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral
Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in
the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Equity Interests (as defined in
the Guarantee and Collateral Agreement), to the extent certificated, are delivered to the Collateral Agent, the Lien created under
the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all
right, title and interest of the Loan Parties in such Pledged Equity Interests, prior and superior in right to any other Person
other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing
Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of
the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) when
financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under
the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral (other than Intellectual Property) to the extent such Liens can be perfected by
filing a financing statement, under the Uniform Commercial Code, prior and superior in right to any other Person other than (x) in
the case of Collateral consisting of Equity Interests, with respect to Liens (A) that have priority by operation of law, (B) permitted
by clause (c) of Section 6.02 or (C) securing Permitted Pari Passu Refinancing Debt or Incremental
Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a
pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement and (y) in the case of other Collateral,
with respect to Liens (1) permitted by Section 6.02 (other than pursuant to Section 6.02(b), (k) or
(z)) or (2) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing
Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant
to the Pari Passu Intercreditor Agreement.


 


(b)            Upon
the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably
satisfactory to the Administrative Borrower and the
Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the
financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United
States and its territories and possessions, in each case, prior and superior in right to any other Person other than with respect
to Liens (1) permitted pursuant to Section 6.02 (other than pursuant to Section 6.02(b), (k) or
(z)) or (2) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt
in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to
the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark
Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark
and patent applications and registered copyrights acquired by the Loan Parties after the Original Closing Date).


 






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(c)            The
Mortgages are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the
proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a), the Mortgages shall
constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged
Property and the proceeds thereof, in each case, prior and superior in right to any other Person other than with respect to Permitted
Priority Encumbrances.


 


Section 3.20   Real
Property.


 


(a)            Schedule 3.20(a) sets
forth as of the Fourth Amendment Effective Date all Material Owned Real Property owned by the Administrative
Borrower and the Restricted Subsidiaries and the addresses thereof. The Administrative
Borrower and the Restricted Subsidiaries own in fee all the Material Owned Real Property set forth on Schedule 3.20(a).


 


(b)            Schedule 3.20(b) sets
forth as of the Fourth Amendment Effective Date all Material Leased Real Property leased by the Borrower
and itsBorrowers and the Restricted
Subsidiaries and the addresses thereof. The BorrowerBorrowers
and the Restricted Subsidiaries have valid leases in all the Material Leased Real Property set forth on Schedule 3.20(b).


 


Section 3.21   Solvency.
Immediately after the consummation of the Transactions to occur on the Fourth Amendment Effective Date, the Administrative
Borrower and the Restricted Subsidiaries are, on a consolidated basis, Solvent.


 


Section 3.22    Reserved.


 


Section 3.23    Anti-Terrorism
Laws. (a) Neither of the BorrowerBorrowers
nor any of the Restricted Subsidiaries nor any director, officer, agent or employee of any
of the BorrowerBorrowers
or any Restricted Subsidiary (in their capacities as such) is in violation of any Anti-Terrorism Law in any material respects.


 


(b)            Neither
of the BorrowerBorrowers
nor any of the Restricted Subsidiaries nor any director or officer of theany
Borrower or any Restricted Subsidiary acting in any capacity in connection with the Loans, the Letters of Credit, the Transactions
or the other transactions hereunder, is any of the following (each a “Blocked Person”):


 


(i)           a
Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;


 


(ii)          a
Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject
to the provisions of, Executive Order No. 13224;


 


(iii)         a
Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in Executive Order No. 13224);
or


 


(iv)         a
Person that is named as a “specially designated national” on the most current list published by the United States Treasury
Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement
website or other replacement official publication of such list.


 






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(c)            Neither
of the BorrowerBorrowers
nor any of the Restricted Subsidiaries nor any director or officer of theany
Borrower or any Restricted Subsidiary (acting in their capacities as such) (i) conducts any business or engages in making
or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or
otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.


 


(d)            Neither
of the BorrowerBorrowers
nor any of the Subsidiaries nor any director or officer of theany
Borrower or any Subsidiary acting in any capacity in connection with the Loans, the Letters of Credit, the Transactions or the
other transactions hereunder is a Sanctioned Person.


 


(e)            The
Administrative Borrower has implemented and maintains
in effect policies and procedures with the intention to promote and achieve compliance by the Borrower
and itsBorrowers and the Subsidiaries
and their respective directors, officers and employees (in their capacities as such) with Sanctions and Anti-Terrorism Laws in
all material respects.


 


Section 3.24   Labor
Matters. Except as could not reasonably be expected to result in a Material Adverse Effect, there are no strikes,
lockouts, labor disputes or slowdowns pending or, to the knowledge of theany
Borrower, threatened against theany
Borrower or any of the Restricted Subsidiaries. The hours worked and payments made to employees of theany
Borrower or any of the Restricted Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act
of 1938, as amended. Except as could not reasonably be expected to result in a Material Adverse Effect, the BorrowerBorrowers
and the Restricted Subsidiaries are in compliance with all applicable laws relating to labor and employment matters.


 


Section 3.25   Intellectual
Property; Licenses, Etc.. Each of the BorrowerBorrowers
and the Restricted Subsidiaries own, license or possess the valid right to use all Intellectual Property used in or reasonably
necessary for the operation of their businesses as currently conducted, without conflict with the Intellectual Property rights
of any Person, in each case, except, individually or in the aggregate, as could not reasonably be expected to have a Material Adverse
Effect. To the knowledge of the BorrowerBorrowers,
no Intellectual Property, advertising, product, process, method, substance, part or other material used by theany
Borrower or any Restricted Subsidiary, or the operation of its business as currently conducted, infringes upon, misappropriates
or violates any Intellectual Property rights held by any Person except for such infringements, misappropriations or violations,
individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation
regarding any of the Intellectual Property of theany
Borrower or any Restricted Subsidiary is pending or, to the knowledge of the BorrowerBorrowers,
threatened against theany
Borrower or any Restricted Subsidiary, which claim or litigation, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.


 


Section 3.26   Anti-Corruption
Laws. Neither of the BorrowerBorrowers
nor any Restricted Subsidiary nor any director, officer, agent or employee of such Person (in their capacities as such) is aware
of or has taken any action, directly or indirectly, that would result in a material violation by such persons (in their capacities
as a director, officer, agent or employee of such Person) of the FCPA or the UK Bribery Act. The BorrowerBorrowers
and the Restricted Subsidiaries have conducted their businesses in compliance with the UK Bribery Act and the FCPA in all material
respects and will maintain policies and procedures designed to promote and achieve compliance with such laws in all material respects.


 






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Article IV


 


Conditions of Lending


 


The obligations of
the Lenders to make Loans and of the Issuing Banks to issue, amend, renew and extend Letters of Credit hereunder are subject to
the satisfaction of the following conditions:


 


Section 4.01    All
Credit Events. Subject to clause (c) of Section 2.25, on the date of each Borrowing (other than
a conversion or a continuation of a Borrowing) and on the date of each issuance, amendment, extension or renewal of a Letter of
Credit (each such event being called a “Credit Event”):


 


(a)            The
Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall
have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal
of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance,
amendment, extension or renewal of such Letter of Credit as required by Section 2.24(b);


 


(b)            The
representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in
all material respects (other than representations and warranties that are qualified by materiality, which shall be true and correct
in all respects) on and as of the date of such Credit Event with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier date, in which case such representations shall
be true and correct in all material respects as of such earlier date;


 


(c)            At
the time of and immediately after giving effect to such Credit Event, no Default or Event of Default shall have occurred and be
continuing; and


 


(d)            Solely
in connection with an issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Banks shall have received, prior
to such issuance, amendment, extension or renewal, (a) all documentation and other information required by bank regulatory
authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the
USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested by such Issuing Bank in connection
with such issuance, amendment, extension or renewal of a Letter of Credit and (b) to the extent required pursuant to the Beneficial
Ownership Regulation, a Beneficial Ownership Certificate.


 


Each Credit Event shall
be deemed to constitute a representation and warranty by theeach
Borrower on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this
Section 4.01.


 


Section 4.02   First Credit
Event. The initial Credit Event on the Original Closing Date (and the obligations of the Lenders and/or the Issuing Bank,
as applicable, in respect thereof) shall be subject to satisfaction of the following conditions precedent:


 


(a)            The
Administrative Agent (or its counsel) shall have received from each party either (i) a counterpart of this Agreement and each
other Loan Document (other than any Loan Document to be delivered pursuant to Section 5.15) signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission
of a signed signature page of this Agreement and each such other Loan Document) that such party has signed a counterpart of
this Agreement and each such other Loan Document;


 






    	 	104	 



     


    

 


(b)            The
Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Issuing Banks and the Lenders, the favorable
written opinion of Vinson & Elkins LLP, counsel for the Loan Parties in form and substance reasonably satisfactory to
the Administrative Agent, dated the Original Closing Date and addressed to the Administrative Agent, the Collateral Agent,
the Issuing Banks and the Lenders;


 


(c)            The
Administrative Agent shall have received with respect to the Administrative
Borrower and each other Loan Party (i) Organizational Documents certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or jurisdiction of its incorporation, formation or organization, where applicable,
and certified by a Secretary or Assistant Secretary of such Loan Party to be true and complete as of the Original Closing Date,
and a certificate as to the good standing of such Loan Party in such jurisdiction; (ii) a certificate of the Secretary or
Assistant Secretary of each Loan Party substantially in the form of Exhibit Q dated the Original Closing Date and certifying
(A) that attached thereto is a true and complete copy of the limited liability company agreement, limited partnership agreement
or bylaws, as applicable, or, in the case of the Administrative
Borrower, the LP Agreement, as in effect on the Original Closing Date, (B) that attached thereto is a true and complete copy
of resolutions duly adopted by the board of directors or other governing body of such Loan Party (and, if applicable, any parent
company of such Loan Party) authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder,
and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate
or articles of incorporation, formation or organization, as applicable, of such Loan Party have not been amended since the date
of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as
to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature
of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above;


 


(d)            The
Administrative Agent and the Collateral Agent shall have received, on or before the Original Closing Date, all documents and instruments,
including Uniform Commercial Code financing statements required by Law or reasonably requested by the Collateral Agent (to the
extent required by the Guarantee and Collateral Agreement) to be filed, registered, published or recorded to create or perfect
the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered,
published or recorded or other arrangements reasonably satisfactory to the Collateral Agent for such filing, registration, publication
or recordation shall have been made;


 


(e)            The
Collateral Agent shall have received from the applicable Loan Parties, with respect to each Mortgaged Property specified on Schedule
1.01(a), the following documents and instruments:


 


(i)            a
Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged
Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together
with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Collateral Agent) to create
a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage
and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case
may be, subject to no Liens other than Permitted Encumbrances and shall be prior and superior in right to any other Person other
than with respect to Permitted Priority Encumbrances, in each case, applicable to such Mortgaged Property;


 






    	 	105	 



     


    

 


(ii)            fully
paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”),
in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable
to and reasonably required by the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property
described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens)
and encumbrances, other than Permitted Encumbrances, and providing for such other affirmative insurance and endorsements (including
endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of
the applicable property), provided that such affirmative insurance and endorsements are available in the applicable jurisdictions
at commercially reasonable rates, and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably
necessary or desirable and are available in the relevant jurisdiction;


 


(iii)            Either
(x) American Land Title Association/American Congress on Surveying and Mapping form surveys or such other forms of surveys
as are reasonably acceptable to Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated
no more than 90 days before the Original Closing Date (or such other dates as shall be reasonably acceptable to the Administrative
Agent), certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the
Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys
is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements,
the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the
absence of encroachments, either by such improvements or on to such property, and other defects, other than (a) Permitted
Encumbrances and (b) encroachments and other defects reasonably acceptable to the Administrative Agent, or (y) in lieu
of such aforementioned surveys, such affidavits, certificates, information and/or instruments of indemnification as may be reasonably
acceptable to the title companies issuing the Mortgage Policies in order to issue the applicable Mortgage Policies in accordance
with Section 4.02(e)(ii);


 


(iv)         policies
or certificates of insurance of the type required by Section 5.02;


 


(v)          evidence
of flood insurance required by Section 5.02(c), in form and substance reasonably satisfactory to Administrative Agent;


 


(vi)         all
such other items as shall be necessary in the reasonable opinion of counsel to the Lenders to create a valid and perfected first
priority mortgage Lien on such Mortgaged Property, subject only to Permitted Encumbrances; and


 


(vii)            opinions
of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability
and validity of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative
Agent;


 


(f)             [reserved];


 


(g)            [reserved];


 


(h)            Prior
to or substantially simultaneously with the making of the initial Loans, the Transactions (other than the Closing Date Distribution)
shall have been consummated;


 


(i)             The
Administrative Agent shall have received (i) the unqualified audited financial statements of Enviva Partners, LP Predecessor
for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 and (ii) a customary
pro forma balance sheet of the Administrative Borrower
and its Restricted Subsidiaries on a consolidated basis as of December 31, 2014, prepared after giving effect to the Transactions
as if the Transactions had occurred as of such date; provided that, the financial statements shall have been prepared in
all material respects in accordance with GAAP;


 






    	 	106	 



     


    

 


(j)             The
Administrative Agent shall have received financial projections of the Administrative
Borrower and its Restricted Subsidiaries through the fiscal year ending December 31, 2019, which will be prepared on a basis
consistent in all material respects with the Projections;


 


(k)            The
Administrative Agent shall have received a Solvency Certificate signed by a Financial Officer;


 


(l)             The
Administrative Agent shall have received a certificate substantially in the form of Exhibit R signed by a Responsible
Officer of the Administrative Borrower as to the matters
set forth in clauses (b) and (c) of Section 4.01 and clause (h) of this Section 4.02;


 


(m)           The
Arrangers (as defined in the Original Credit Agreement) and the Administrative Agent shall have received, to the extent invoiced
at least two (2) Business Days prior to the Original Closing Date, all Fees and other amounts due and payable on or prior
to the Original Closing Date pursuant to the Loan Documents (which, in the case of Fees for the account of the Lenders, the Administrative
Agent shall promptly pay to the Lenders), including reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Loan Parties hereunder or under any other Loan Document;


 


(n)            The
Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested
by the Administrative Agent at least five (5) Business Days prior to the Original Closing Date with respect to the Loan Parties;


 


(o)            The
Administrative Agent shall have received a certificate from the Administrative
Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained
pursuant to Section 5.02 is in full force and effect, together with endorsements naming the Administrative Agent or
the Collateral Agent as additional insured or loss payee thereunder to the extent required under Section 5.02; and


 


(p)            The
Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under
applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act,
at least five (5) days prior to the Original Closing Date that has been reasonably requested by any Lender at least ten (10) days
in advance of the Original Closing Date.


 


Article V


 


Affirmative Covenants


 


TheEach
Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect (other than pursuant to Section 9.02)
and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document (other than contingent reimbursement and indemnification obligations to the extent no
unsatisfied claim with respect thereto has been asserted) have been paid in full and all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full (unless such Letter of Credit has been cash collateralized
or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank or other arrangements satisfactory to such Issuing
Bank shall have been made), unless the Required Lenders shall otherwise consent in writing, the BorrowerBorrowers
will, and will cause each of the Restricted Subsidiaries (and, in the case of Section 5.01(d), each of the Subsidiaries)
to:


 






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Section 5.01     Existence;
Compliance with Laws; Businesses and Properties.  (a) Do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.


 


(b)            Except,
in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (i) do or
cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; (ii) maintain
and operate such business in substantially the manner in which it is presently conducted and operated and (iii) at all times
maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements
and replacements thereto in accordance, in all material respects, with Prudent Industry Practices.


 


(c)            Except,
in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, comply with all
applicable laws, rules, regulations and orders, including, without limitation, applicable laws, rules, regulations and orders regarding
any loans, advances, mortgage or promissory note arrangements with employees or agents, ERISA, the Racketeer Influenced and Corrupt
Organizations chapter of the Organized Crime Control Act of 1970, Environmental Laws, Anti-Terrorism Laws, the FCPA and any other
applicable anti-corruption or anti-money laundering laws.


 


(d)            Maintain
in effect the policies and procedures with respect to Sanctions and Anti-Terrorism Laws specified in Section 3.23(e).


 


Section 5.02   Insurance.
(a) To the extent commercially reasonably available, maintain such insurance, to such extent and against such risks, including
fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating
in the same or similar locations, including comprehensive general liability insurance against claims for bodily injury or death
or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it.


 


(b)            Cause
all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable
endorsement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, which endorsement
shall provide that, from and after the Original Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all
proceeds otherwise payable to theany
Borrower under such policies directly to the Collateral Agent; cause all such policies to provide that neither of
the BorrowerBorrowers,
the Administrative Agent, the Collateral Agent nor any other party shall be a coinsurer thereunder and to contain a “Replacement
Cost Endorsement”, without any deduction for depreciation, and such other provisions as the Collateral Agent may reasonably
require from time to time to protect its interests; deliver original or certified copies of all such policies to the Collateral
Agent; cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment
of premium upon not less than ten (10) days’ prior written notice thereof by the insurer to the Collateral Agent (giving
the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than
30 days’ prior written notice thereof by the insurer to the Collateral Agent.


 






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(c)            To
the extent any Mortgaged Property is subject to the provisions of the Flood Insurance Laws, (i) (x) concurrently with
the delivery of the mortgage in favor of the Collateral Agent in connection therewith, and (y) at any other time if necessary
for compliance with applicable Flood Insurance Laws, provide the Collateral Agent with a standard flood hazard determination form
for such Mortgaged Property and (ii) if any such Mortgaged Property is located in an area designated a “flood hazard
area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain
flood insurance in such amount to ensure compliance with the Flood Insurance Laws.


 


Section 5.03   Taxes.
Discharge or cause to be paid and discharged promptly when due all material Taxes before the same shall become delinquent or in
default; provided, however, that such payment and discharge shall not be required with respect to any such Tax (a) so
long as the validity or amount thereof shall be contested in good faith by appropriate proceedings promptly instituted and diligently
conducted and the applicable Borrower or the applicable
Restricted Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such
contest operates to suspend collection of the contested obligation or Tax and enforcement of a Lien or (b) to the extent the
failure to do so could not reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on Collateral
not permitted hereunder. TheEach
Borrower shall continue to be properly treated as a partnership or a disregarded entity for U.S. federal income tax purposes.


 


Section 5.04   Financial
Statements, Reports, etc.. (a) Furnish to the Administrative Agent, which shall furnish to each Issuing Bank
and each Lender:


 


(i)            within
90 days after the end of each fiscal year (commencing with the fiscal year ended December 31, 2018), the Administrative
Borrower’s consolidated balance sheet and related statements of income, partners’ equity and cash flows showing the
financial condition of the Administrative Borrower
and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such
Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by KPMG
LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which
opinion shall be without a “going concern” or like qualification or exception (except for any such qualification or
exception pertaining to (x) one or more debt maturities occurring within 12 months of the relevant audit or (y) a breach
or anticipated breach of financial covenants) and without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements fairly present the financial condition and results of operations of the Administrative
Borrower and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently
applied, together with a customary “management discussion and analysis” provision;


 


(ii)           within
45 days after the end of each fiscal quarter (other than the final fiscal quarter of any fiscal year) (commencing with the
fiscal quarter ended September 30, 2018), the Administrative
Borrower’s consolidated balance sheet and related statements of income, partners’ equity and cash flows showing the
financial condition of the Administrative Borrower
and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of
such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same
periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial
condition and results of operations of the Administrative
Borrower and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments, together with a customary “management discussion and analysis”
provision;


 






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(iii)          concurrently
with any delivery of financial statements under paragraph (i) or (ii) above, a certificate of a Financial
Officer (the “Compliance Certificate”) in the form of Exhibit J (x) certifying that
no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurred and is continuing,
specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (y) setting
forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial
Covenants;


 


(iv)         concurrently
with any delivery of financial statements under paragraph (i) above, an annual business plan and budget of the Administrative
Borrower and its Restricted Subsidiaries on a consolidated basis;


 


(v)          promptly
after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act and the Beneficial Ownership Regulation;


 


(vi)         promptly
after the occurrence thereof, notice of any change in the information provided in the mostly recently delivered Beneficial Ownership
Certification (if any) that would result in a change to the list of beneficial owners identified in parts (c) or (d) of
such Certification; and


 


(vii)        promptly,
from time to time, such other information regarding the operations, business affairs and financial condition of theany
Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender
may reasonably request.


 


Information required
to be delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be deemed
to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available
on the website of the Securities Exchange Commission at http://www.sec.gov and the Compliance Certificate delivered pursuant to
Section 5.04(a)(iii) provides a statement regarding the availability of such information on such website.


 


(b)            Hold
annual Lenders conference calls with management of the Administrative
Borrower, no later than 30 days following the date of delivery of the documents described in Section 5.04(a)(i) above.


 


(c)            The
financial statements delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall
be accompanied by reasonably detailed segment reporting as required under GAAP, certified by a Financial Officer of the Administrative
Borrower as fairly presenting the financial condition and results of operations of such segments in all material respects in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments.


 


Section 5.05   Litigation
and Other Notices. Promptly after obtaining actual knowledge thereof by any Responsible Officer of the Administrative
Borrower or any Restricted Subsidiary, furnish to the Administrative Agent (which shall furnish to each Issuing Bank and each Lender),
written notice of the following:


 


(a)            any
Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be
taken with respect thereto;


 






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(b)            the
filing or commencement of any action, investigation, enforcement action, suit or proceeding, whether at law or in equity or by
or before any Governmental Authority, against theany
Borrower or any Restricted Subsidiary, that could reasonably be expected to result in a Material Adverse Effect; and


 


(c)            any
development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Section 5.06   Information
Regarding Collateral. (a)     Furnish to the Administrative Agent written notice of, (1) within
15 Business Days (or such longer period as agreed to by the Administrative Agent) after, any change in theany
Borrower’s or any other Loan Party’s (i) legal name, (ii) identity or corporate structure or (iii) Federal
Taxpayer Identification Number and (2) at least 10 Business Days (or such shorter period as agreed to by the Administrative
Agent) prior to, any change in the jurisdiction of organization or formation of theany
Borrower or any other Loan Party.


 


(b)            In
the case of the BorrowerBorrowers,
each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a)(i),
deliver to the Administrative Agent a certificate of a Responsible Officer setting forth the information required pursuant to Section II
of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection
Certificate delivered on the Original Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06(b).


 


Section 5.07   Maintaining
Records; Access to Properties and Inspections; Ratings. Keep proper books of record and account, in reasonable detail,
accurately and fairly reflecting in all material respects in conformity with GAAP and all requirements of law all dealings and
transactions in relation to its business and activities. At the expense of the Borrower, theBorrowers,
each Borrower will, and will cause the Restricted Subsidiaries to, permit any representatives and independent contractors
designated by the Administrative Agent to visit and inspect the financial records and the properties of such Person at reasonable
times during normal business hours and as often as reasonably requested after reasonable prior notice and to make extracts from
and copies of such financial records, and permit any representatives and independent contractors designated by the Administrative
Agent to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor,
except as would jeopardize applicable privileges or other similar protections; provided that (i) the Administrative
Agent may only exercise such right of inspection once per calendar year and (ii) notwithstanding clause (i) above,
when an Event of Default exists, the Administrative Agent or any Lender (or any of their representatives or independent contractors)
may do any of the foregoing at any time during normal business hours upon reasonable notice to the Administrative
Borrower.


 


Section 5.08   Use
of Proceeds. Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes specified
in the introductory statement to this Agreement. In addition, the BorrowerBorrowers
will not request any Borrowing or Letter of Credit, and theeach
Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and
agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in violation of the FCPA or the UK Bribery Act,
(b) to fund or finance any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country
or (c) in violation of any Sanctions applicable to any Loan Party.


 


Section 5.09   [Reserved].


 


Section 5.10   Employee
Benefits. (a) Comply with the applicable provisions of ERISA and the Code which relate to Employee Benefit Plans except,
in each case, where a failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) furnish
to the Administrative Agent within ten (10) Business Days after any Responsible Officer of the Administrative
Borrower knows or has reason to know that any ERISA Event has occurred that, alone or together with any other ERISA Event then
existing, resulted or could reasonably be expected to result in liability of theany
Borrower or any Restricted Subsidiary or any ERISA
Affiliate in an aggregate amount exceeding the Materiality Threshold, a statement of a Responsible Officer of the Administrative
Borrower or such ERISA Affiliate setting forth details as to such ERISA Event and the action, if any, that the Administrative
Borrower or such ERISA Affiliate proposes to take with respect thereto.


 






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Section 5.11   Compliance
with Environmental Laws. Comply in all material respects and take all commercially reasonable measures to cause all lessees,
invitees and any other Persons operating or occupying its properties to comply in all material respects with all applicable Environmental
Laws and Environmental Permits; obtain and renew all material Environmental Permits necessary for its operations and properties;
and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary
to remove and clean up all Hazardous Materials from any of its properties, in compliance in all material respects with the applicable
requirements of all Environmental Laws, in each case, unless such non-compliance would not result in, or could not reasonably be
expected to result in, a Material Adverse Effect; provided, however, that neither of
the BorrowerBorrowers
nor any of the Restricted Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the
extent that its obligation to do so is being contested in good faith and by proper administrative or judicial proceedings, appropriate
reserves are being maintained with respect to such circumstances in accordance with GAAP, and the failure to undertake or the delay
in performance of such action could not reasonably be expected to result in a material Environmental Liability.


 


Section 5.12   Preparation
of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or Section 5.11
shall have occurred and be continuing for more than 20 days after theany
Borrower or any Restricted Subsidiary has actual knowledge of such facts and circumstances constituting such breach without theany
Borrower or any Restricted Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the
Required Lenders through the Administrative Agent, provide to the Administrative Agent within 45 days after such request (if
such Default is then continuing), at the expense of the BorrowerBorrowers,
a report regarding the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable
to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance
or remedial action in connection with such Default; without limiting the generality of the foregoing, if the Administrative Agent
determines at any time that a material risk exists that any such report will not be provided within the time referred to above,
the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the BorrowerBorrowers,
and theeach
Borrower hereby grants and agrees to cause any Restricted Subsidiary that owns or leases any property described in such request
to grant the Administrative Agent, the Lenders, such firm and any agents or representatives thereof a non-exclusive license, subject
to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment.
Such license shall terminate at the earliest of (i) the date on which such Default is cured or (ii) the date on which
all Obligations have been paid in full and all Commitments shall have terminated.


 


Section 5.13   Further
Assurances; Additional Guarantees and Collateral. (a) Execute any and all further documents, financing statements,
agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements,
Mortgages and deeds of trust) that may be required under applicable Law, or that the Required Lenders, the Administrative Agent
or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and
in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended
to be created by the Security Documents.


 






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(b)            [reserved].


 


(c)            In
the event that (x) any Person becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) of the Administrative
Borrower, (y) any Unrestricted Subsidiary is converted into a Restricted Subsidiary that is a Wholly Owned Domestic Subsidiary
(other than an Excluded Subsidiary) or (z) any Project Finance Subsidiary or Project Finance Holding Company which is a Wholly
Owned Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be a Project Finance Subsidiary or Project Finance Holding
Company, in each case, after the Original Closing Date, the BorrowerBorrowers
shall (a) within 15 Business Days after such event (or such longer period of time reasonably acceptable to the Collateral
Agent), cause such Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) to become a Guarantor and a Grantor
(as defined in the Guarantee and Collateral Agreement) under the Guarantee and Collateral Agreement by executing and delivering
to the Collateral Agent a counterpart agreement or supplement to the Guarantee and Collateral Agreement in accordance with its
terms, and (b) within 30 days after such event (or such longer period of time reasonably acceptable to the Collateral Agent),
take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements,
and certificates reasonably requested by the Collateral Agent, including those which are similar to those described in Sections
4.02(c), (d) and, if requested by the Administrative Agent, (b) hereof, Schedule 5.15 hereof
and Section 5.1 of the Guarantee and Collateral Agreement. In the event that any Person becomes a First-Tier Foreign
Subsidiary or FSHCO after the Original Closing Date, the each
Borrower shall, and shall cause each Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) that owns the Equity
Interests of such Subsidiary to, within 45 days of such event (or such longer period of time reasonably acceptable to the Collateral
Agent), deliver all such documents, instruments, agreements, and certificates as are similar to those described in Sections
4.02(c), (d) and, if requested by the Administrative Agent, (b) hereof (with respect to the Equity
Interests described below), and theeach
Borrower shall take, and shall cause each such Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) to take, all
of the actions referred to in Section 4.02(d) hereof necessary to grant and to perfect a Lien in favor of Collateral
Agent, for the benefit of the Secured Parties, under the Guarantee and Collateral Agreement, or, at the option of the Collateral
Agent, under a security or pledge agreement under the law of the jurisdiction of organization of the pledged Person, in not more
than 65% of the voting, and 100% of the non-voting, Equity Interests of such First-Tier Foreign Subsidiary or FSHCO. With respect
to each such Subsidiary, the Administrative Borrower
shall, within 15 Business Days of such event (or such longer period of time reasonably acceptable to the Administrative Agent and
the Collateral Agent), send to Administrative Agent written notice setting forth with respect to such Person (i) the date
on which such Person became a Wholly Owned Domestic Subsidiary (that is not an Excluded Subsidiary) of the Administrative
Borrower or was converted into a Restricted Subsidiary and (ii) all of the data required to be set forth in
Schedules 3.01 and 3.08 with respect to all Subsidiaries, and such written notice shall be deemed to supplement Schedules
3.01 and 3.08 for all purposes hereof. Notwithstanding anything to the contrary herein or in any other Loan Document,
neither the Administrative Borrower nor any of its
Subsidiaries shall be required to grant a Lien on any Equity Interests constituting Excluded Property (as defined in the Guarantee
and Collateral Agreement).


 


(d)            In
the event that any Loan Party acquires Material Owned Real Property, any Unrestricted Subsidiary that owns Material Owned Real
Property is converted into a Restricted Subsidiary and becomes or is required to become a Loan Party after the Original Closing
Date, any Project Finance Subsidiary or Project Finance Holding Company that owns Material Owned Real Property ceases to be a Project
Finance Subsidiary or Project Finance Holding Company, or any Real Property of a Loan Party becomes Material Owned Real Property
after the Original Closing Date, and such interest in such Material Owned Real Property has not otherwise been made subject to
the Lien of the Security Documents in favor of Collateral Agent, for the benefit of the Secured Parties, then the BorrowerBorrowers
shall, or shall cause such Subsidiary to, within 90 days of such event (or such longer period of time reasonably acceptable to
the Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, all such Mortgages,
documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Section 4.02(e) with
respect to each such Material Owned Real Property, that the Collateral Agent shall reasonably request to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein,
perfected first priority (subject only to Permitted Encumbrances) security interest in such Material Owned Real Property. In addition
to the foregoing, the BorrowerBorrowers
shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required
by applicable law or regulation of Material Owned Real Property with respect to which the Collateral Agent has been granted a Lien.


 






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(e)            In
the event that any Loan Party acquires Material Leased Real Property, any Unrestricted Subsidiary that leases Material Leased Real
Property is converted into a Restricted Subsidiary and becomes or is required to become a Loan Party after the Original Closing
Date, any Project Finance Subsidiary or Project Finance Holding Company that owns Material Leased Real Property ceases to be a
Project Finance Subsidiary or Project Finance Holding Company or any Real Property of a Loan Party becomes Material Leased Real
Property after the Original Closing Date, then the BorrowerBorrowers
shall, or shall cause such Subsidiary to, use commercially reasonable efforts to obtain customary landlord or landowners lien waivers,
in each case reasonably acceptable to the Collateral Agent.


 


Section 5.14     Unrestricted
Subsidiaries. (a) The Administrative
Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative
Borrower, (i) any Restricted Subsidiary (other than the Subsidiary
Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing,
(x) the Administrative Borrower is in Financial
Covenant Compliance immediately after giving effect to such designation and (y) no Material Contracts may be assigned to an
Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment
by the Administrative Borrower or the relevant Restricted
Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such
Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under
Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence
of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such
Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted
under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.


 


(b)            Any
designation of a Subsidiary as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivering to the Administrative
Agent a certificate executed by a Responsible Officer of the Administrative
Borrower certifying that such designation complied with the applicable conditions set forth in Section 5.14(a).


 


(c)            If,
at any time, any Unrestricted Subsidiary should fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement and any Indebtedness, Liens and Investments
of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness, Liens and
Investments are not permitted to be incurred as of such date under Section 6.01, Section 6.02 or Section 6.04,
as applicable, the BorrowerBorrowers
will be in default of such covenants.


 






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Section 5.15   Certain
Post-Closing Obligations. Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in
each case within the time limits specified therein (or such longer period of time reasonably acceptable to the Administrative Agent).


 


Article VI


 


Negative Covenants


 


TheEach
Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect (other than pursuant to Section 9.02)
and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document (other than contingent reimbursement and indemnification obligations to the extent no
unsatisfied claim with respect thereto has been asserted) have been paid in full and all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full (unless such Letter of Credit has been cash collateralized
or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank or other arrangements satisfactory to such Issuing
Bank shall have been made), unless the Required Lenders shall otherwise consent in writing, the BorrowerBorrowers
will not, nor will it cause or permit any of the Restricted Subsidiaries to:


 


Section 6.01   Indebtedness.
Incur, create, assume or permit to exist any Indebtedness, except:


 


(a)            Indebtedness
existing on the Fourth Amendment Effective Date that is set forth on Schedule 6.01 and any Permitted Refinancing Debt
in respect thereof;


 


(b)            Indebtedness
created hereunder and under the other Loan Documents;


 


(c)            intercompany
Indebtedness of the Administrative Borrower and the
Restricted Subsidiaries to the extent permitted by Sections 6.04(a)(i), (a)(ii), (b)(i), (b)(ii), (n),
(o) or (p); provided that such Indebtedness shall be unsecured and, if owed by a Loan Party to a Person other
than a Loan Party, subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;


 


(d)            Indebtedness
of the Administrative Borrower or any Restricted Subsidiary
incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness
is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal
amount of all Indebtedness outstanding under this Section 6.01(d) and all Capital Lease Obligations and Synthetic
Lease Obligations outstanding under Section 6.01(e) shall not exceed the greater of $20,000,000 and an amount
equal to 5.00% of Consolidated Total Assets at any time outstanding;


 


(e)            Capital
Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal
amount of all Indebtedness outstanding under Section 6.01(d) and this Section 6.01(e), shall not exceed
the greater of $20,000,000 and an amount equal to 5.00% of Consolidated Total Assets at any time outstanding;


 


(f)            Indebtedness
owed to (including obligations in respect of letters of credit for the benefit of) any Person providing worker’s compensation,
health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification
obligations to such Person;


 






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(g)            Indebtedness
of any Person that becomes a Restricted Subsidiary after the Original Closing Date pursuant to a Permitted Acquisition or Permitted
Drop-Down Acquisition and any Permitted Refinancing Debt in respect of any of the foregoing; provided that (i) such
Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection
with such Person becoming a Restricted Subsidiary, (ii) immediately before and after such Person becomes a Restricted Subsidiary
no Default or Event of Default shall have occurred and be continuing, and (iii) immediately before and after such Person becomes
a Restricted Subsidiary and after giving pro forma effect to such Indebtedness the Administrative
Borrower is in Financial Covenant Compliance;


 


(h)            Indebtedness
in respect of Hedging Agreements that are not entered into for speculative purposes;


 


(i)             the
Guarantee by any Loan Party of Indebtedness of any other Loan Party that was permitted to be incurred by another provision of this
Section 6.01; provided that if the Indebtedness being guaranteed is subordinated to the Obligations, then the
guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;


 


(j)             Project
Finance Indebtedness;


 


(k)            Indebtedness
(i) arising from the honoring by a bank or other financial institution of a check, draft, payment order or other debit drawn,
presented or issued against insufficient funds in the ordinary course of business, provided that if such Indebtedness exceeds
$5,000,000, such Indebtedness is extinguished within ten Business Days of its incurrence or (ii) arising under any treasury
or cash management or similar services provided by a bank or other financial institution to the Loan Parties in the ordinary course
of business;


 


(l)             Indebtedness
consisting of guarantees, indemnities or obligations in respect of purchase price adjustments or earn-outs in connection with Permitted
Acquisitions or Permitted Drop-Down Acquisitions or Dispositions and other transactions, in each case that are permitted hereunder;


 


(m)           (x) Permitted
Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt, Permitted Unsecured Refinancing Debt and (y) any Permitted
Refinancing Debt in respect thereof;


 


(n)            (x) Permitted
Unsecured Debt and any Permitted Refinancing Debt in respect thereof, in each case, so long as no Default or Event of Default has
occurred and is continuing or would otherwise result therefrom (or, in the case of Permitted Unsecured Debt incurred in connection
with any Permitted Acquisition or Permitted Drop-Down Acquisition, so long as (1) no Event of Default pursuant to paragraphs
(b), (c), (g) or (h) of Article VII has occurred and is continuing or would otherwise
result therefrom and (2) both immediately before and after the time on which the definitive documentation for such Permitted
Acquisition or Permitted Drop-Down Acquisition was entered and giving pro forma effect thereto and the incurrence of such Permitted
Unsecured Debt, no Default or Event of Default shall have occurred and be continuing or result therefrom and (y) Incremental
Equivalent Debt and, so long as no Default or Event of Default has occurred and is continuing or would otherwise result therefrom,
any Permitted Refinancing Debt in respect thereof;


 


(o)            unsecured
Indebtedness owed to the seller or its permitted successors and assigns in any Permitted Acquisition or Permitted Drop-Down Acquisition
constituting part of the purchase price thereof, and Permitted Refinancing Debt in respect thereof, which Permitted Refinancing
Debt must be owed to such seller or its permitted successors and assigns;


 






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(p)            Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business;


 


(q)            Cash
Management Obligations and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’
credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business;
and


 


(r)             other
Indebtedness of the Administrative Borrower or the
Restricted Subsidiaries in an aggregate principal amount not exceeding the greater of $25,000,000 and an amount equal to 6.00%
of Consolidated Total Assets at any time outstanding; provided, that the aggregate principal amount of any such Indebtedness
incurred by Restricted Subsidiaries that are not Loan Parties does not exceed the greater of $15,000,000 and an amount equal
to 4.00% of Consolidated Total Assets.


 


For purposes of determining
compliance with this Section 6.01, (i) in the event that an item of Indebtedness (or any portion thereof) meets
the criteria of more than one of the categories of Indebtedness permitted in this Section 6.01, the Administrative
Borrower or a Restricted Subsidiary, as the case may be, in its sole discretion, may classify, at the time of incurrence, such
item of Indebtedness (or any portion thereof) in any such category and will only be required to include such Indebtedness (or any
portion thereof) in one of the categories of Indebtedness permitted in this Section 6.01; and (ii) at the time
of incurrence, the Administrative Borrower or a Restricted
Subsidiary, as the case may be, in its sole discretion, may divide and classify an item of Indebtedness (or any portion thereof)
in more than one of the categories of Indebtedness permitted in this Section 6.01.


 


The accrual of interest
and the payment in kind of interest in the form of capitalized obligations or the payment of dividends on any Disqualified Stock
in the form of additional Disqualified Stock will not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01.


 


Section 6.02     Liens.
Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of
any Person, including any Restricted Subsidiary, but excluding the BorrowerBorrowers)
now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:


 


(a)            Liens
on property or assets of the Administrative Borrower
and its Restricted Subsidiaries existing on the Fourth Amendment Effective Date and set forth on Schedule 6.02; provided
that such Liens shall secure only those obligations which they secure on the Fourth Amendment Effective Date and extensions, renewals
and replacements thereof permitted hereunder;


 


(b)            any
Lien created under the Loan Documents;


 


(c)            any
Lien existing on any property or asset prior to the acquisition thereof by the Administrative
Borrower or any Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary
after the Original Closing Date pursuant to a Permitted Acquisition or Permitted Drop-Down Acquisition prior to the time such Person
becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of
or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) does not apply to any other property
or assets of the Administrative Borrower or any Restricted
Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date
such Person becomes a Restricted Subsidiary, as the case may be, and any Permitted Refinancing Debt in respect of the foregoing;


 






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(d)            Liens
for Taxes not yet due or which are being contested in compliance with Section 5.03;


 


(e)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in
the ordinary course of business and securing obligations that are not overdue for a period of more than 45 days or which are being
contested in good faith by appropriate proceedings;


 


(f)             pledges
and deposits made in connection with worker’s compensation, unemployment insurance and other social security laws or regulations;


 


(g)            (i) Liens
or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases (other than Capital Lease
Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business and (ii) Liens resulting from earnest money deposits or indemnification holdbacks made
in connection with Permitted Acquisitions, Permitted Drop-Down Acquisitions or Dispositions, and other transactions permitted hereunder;


 


(h)            subject
to the facts and conditions as set forth in clause (4) of the certificate delivered pursuant to Section 4.02(l),
(i) zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions or any other conditions imposed
by any Governmental Authority, easements, rights-of-way, covenants, restrictions on use of real property and other similar encumbrances,
including encumbrances to title, oil, gas and other mineral interests, reservations, royalty interests and leases, and encroachments,
title imperfections, and other minor defects or irregularities in title, and (ii) licenses, sublicenses, leases or subleases
entered into in the ordinary course of business, which, in the case of each of clauses (i) and (ii), do not materially detract
from the use of the property subject thereto or interfere with the ordinary conduct of the business of the Administrative
Borrower or any of the Restricted Subsidiaries;


 


(i)             purchase
money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements,
constructed) by the Administrative Borrower or any
Restricted Subsidiary and Liens in respect of Capital Lease Obligations and Synthetic Lease Obligations of the Administrative
Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d) or
(e), as applicable, or Permitted Refinancing Debt in respect of the foregoing, (ii) such security interests are incurred,
and the Indebtedness secured thereby is created, prior to or within 180 days after such acquisition (or construction), (iii) the
Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements
or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other
property or assets of the Administrative Borrower
or any Restricted Subsidiary;


 


(j)             judgment
Liens securing judgments not constituting an Event of Default under Article VII or securing appeal or other bonds relating
to such judgments;


 


(k)            Liens
to secure any (x) Incremental Equivalent Debt as set forth in the definition thereof or (y) Permitted Pari Passu Refinancing
Debt, Permitted Junior Refinancing Debt and Permitted Refinancing Debt in respect of secured Indebtedness, in each case, permitted
to be incurred under this Agreement; provided, that any such Liens on Collateral securing Indebtedness permitted pursuant
to this clause (k) that are (i) pari passu in priority to the Obligations hereunder shall be subject to a Pari
Passu Intercreditor Agreement and (if a Junior Lien Intercreditor Agreement is then in effect) a Junior Lien Intercreditor Agreement,
in each case entered into on or prior to the date of such incurrence and (ii) junior in priority to the Obligations hereunder
shall be subject to a Junior Lien Intercreditor Agreement, entered into on or prior to the date of such incurrence; provided,
further, that, in the case of clause (y), such Lien shall be limited to all or part of the same property and assets
that secured or, under the written agreements pursuant to which the original Lien arose could secure, the Indebtedness that it
replaces, repays or prepays (plus improvements and accessions to, such property or proceeds or distributions thereof);


 






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(l)             Liens
and customary rights of set-off, revocation, refund or chargeback and similar rights under deposit, disbursement, concentration,
cash or treasury management or similar agreements or under the Uniform Commercial Code or other applicable law in favor of any
bank or other financial institution at which the Administrative
Borrower or a Restricted Subsidiary maintains a deposit account in the ordinary course of business; provided that such Lien,
customary rights of set-off, revocation, refund, chargeback or similar rights is limited to such deposit account and the funds,
checks and other items deposited therein;


 


(m)           each
Farm Credit Lender’s statutory lien in the Farm Credit Equities of such Farm Credit Lender;


 


(n)            Liens
arising solely from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment
arrangements;


 


(o)            any
interest or title of a lessor under any operating lease entered into by the Administrative
Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased;


 


(p)            Liens
in favor of a Governmental Authority arising in connection with any condemnation or eminent domain proceeding by such Governmental
Authority which does not otherwise constitute a Default or Event of Default;


 


(q)            security
deposits paid to landlords in the ordinary course of business securing leases and subleases permitted hereunder;


 


(r)             Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the
Administrative Borrower or any Restricted Subsidiary
(as purchaser or consignee);


 


(s)            Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
important of goods;


 


(t)             Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(u)            Liens
or pledges of deposits of cash or cash equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or
similar obligations to providers of property, casualty or liability insurance in the ordinary course of business;


 


(v)            any
interest or title of a lessor or sublessor under any lease of real estate not prohibited hereunder pursuant to which any Loan Party
has a leasehold interest;


 


(w)           subject
to the facts and conditions as set forth in clause (4) of the certificate delivered pursuant to Section 4.02(l),
encumbrances referred to in Schedule B of any Mortgage Policy delivered in connection with the Mortgaged Property on the Original
Closing Date;


 






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(x)             liens
on the equity in or assets of any Project Finance Subsidiary securing Project Finance Debt;


 


(y)            Liens
in favor of providers of Indebtedness on the escrowed proceeds of such Indebtedness that are subject to an escrow or similar arrangement
and Liens on cash deposited in an account along with such escrowed proceeds to pre-fund the payment of interest in respect of such
Indebtedness during the applicable escrow period;


 


(z)             other
Liens securing liabilities permitted hereunder in an aggregate amount not to exceed the greater of $15,000,000 and an amount equal
to 4.00% of Consolidated Total Assets at any time outstanding;


 


(aa)      Liens
on Equity Interests in a joint venture securing obligations of such joint venture so long as the assets of such joint venture do
not constitute Collateral.


 


For purposes of determining
compliance with this Section 6.02: (i) in the event that a Lien (or any portion thereof) meets the criteria of
more than one of the categories of Liens permitted in this Section 6.02, the Administrative
Borrower or a Restricted Subsidiary, as the case may be, in its sole discretion, may classify, at the time such Lien arises, such
Lien (or any portion thereof) in any such category and will only be required to include such Lien in one of the categories of Liens
permitted in this Section 6.02; and (ii) at the time such Lien arises, the Administrative
Borrower or a Restricted Subsidiary, as the case may be, in its sole discretion, may divide and classify such Lien in more than
one of the categories of Liens permitted in this Section 6.02.


 


Section 6.03     Sale
and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell
or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property
being sold or transferred unless (a) the sale or transfer of such property is permitted by Section 6.05 and (b) any
Capital Lease Obligations and Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the
case may be.


 


Section 6.04     Investments,
Loans and Advances. Make any Investment in any other Person, except:


 


(a)            (i) Investments
in Loan Parties, (ii) Investments by Restricted Subsidiaries that are not Loan Parties in other Restricted Subsidiaries that
are not Loan Parties and (iii) Investments existing on the Fourth Amendment Effective Date that are described on Schedule
6.04(a) and extensions, renewals and (in the case of Investments in the form of loans or advances) refinancings thereof
so long as no such extension, renewal or refinancing results in an increase in the principal or other invested amount thereof except
for, in the case of loans or advances, by an amount equal to unpaid accrued interest and premium thereon plus other reasonable
amounts paid, and fees and expenses reasonably incurred, in connection with such extension, renewal or refinancing and by an amount
equal to any existing commitments unutilized thereunder;


 


(b)            (i) Investments
by Loan Parties in Restricted Subsidiaries that are not Loan Parties up to an amount which, when added to all such Investments
then outstanding, would not exceed the greater of $10,000,000 and 2.50% of Consolidated Total Assets and (ii) Investments
in Unrestricted Subsidiaries up to an amount which, when added to all such Investments then outstanding would not exceed the greater
of $10,000,000 and 2.50% of Consolidated Total Assets; provided that, in each case, immediately before and after giving
effect thereto, no Default or Event of Default shall have occurred and be continuing;


 






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(c)            Permitted
Investments;


 


(d)            [reserved];


 


(e)            any
guarantees by the Administrative Borrower and the
Restricted Subsidiaries of the operating or commercial obligations (to the extent not constituting Indebtedness) of the Administrative
Borrower or any Restricted Subsidiary incurred in the ordinary course of business;


 


(f)             Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the granting of trade
credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(g)            Investments
by the Administrative Borrower and any Restricted
Subsidiary in Hedging Agreements permitted under clause (h) of Section 6.01;


 


(h)            the
Administrative Borrower or any other Loan Party may
acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 100% of the Equity
Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”);
provided that (i) the Acquired Entity shall be in a Permitted Business and (ii) (A) (x) both immediately
before and after the time on which the definitive agreements for such Investment are entered into and after giving pro forma effect
to such Investment, no Default or Event of Default shall have occurred and be continuing or result therefrom and (y) at the
time of such transaction, no Default or Event of Default shall have occurred and be continuing or result therefrom under paragraph
(b), (c), (g) or (h) of Article VII; (B) both immediately before and after the time on which the definitive
agreements for such Investment are entered into and after giving pro forma effect to such Investment, the Administrative
Borrower must be in Financial Covenant Compliance; (C) at the time of such transaction the Administrative
Borrower or any Restricted Subsidiary shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying
as to the foregoing and containing reasonably detailed calculations in support thereof, in form reasonably satisfactory to the
Administrative Agent; and (D) the Administrative
Borrower and any Restricted Subsidiary shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions
of Section 5.13 and the Security Documents within the periods provided for in Section 5.13 (any acquisition
of an Acquired Entity meeting all the criteria of this Section 6.04(h) being referred to herein as a “Permitted
Acquisition”); provided that the aggregate amount of Investments made by Loan Parties pursuant to this Section 6.04(h) in
assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties
upon consummation of such Permitted Acquisition shall not exceed the greater of $35,000,000 and 6.00% of Consolidated Total Assets;


 


(i)             (i) Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business, (ii) Investments by the Administrative
Borrower and the Restricted Subsidiaries in prepaid expenses, negotiable instruments held for collection, lease, worker’s
compensation, performance and other similar deposits provided to third parties in the ordinary course of business and insurance
claim receivables and (iii) the Transactions;


 






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(j)             any
Drop-Down Acquisition or Material Subsequent Facility Payment; provided that (i) such Drop-Down Acquisition or Material
Subsequent Facility Payment and the material terms and conditions thereof have been approved by the Conflicts Committee; (ii) (A) at
the time of such acquisition or payment the Facility comprising such Drop-Down Acquisition, or with respect to which such Material
Subsequent Facility Payment relates, has achieved Commercial Operation and (B) (x) both immediately before and after
the time on which the definitive agreements for such Investment are entered into, no Default or Event of Default shall have occurred
and be continuing and (y) at the time of such transaction, no Default or Event of Default shall have occurred and be continuing
under paragraph (b), (c), (g) or (h) of Article VII; (iii) in the case of any Drop-Down Acquisition of a Wood
Pellet Production Facility, the Projected Contracted Capacity for the thirty six-month period beginning on the date on which such
acquisition occurs is (A) at least 75% (determined pursuant to clause (i) of the definition of “Applicable Wood
Pellet Production Facilities”) or (B) at least 75% (determined pursuant to clause (ii) of the definition of “Applicable
Wood Pellet Production Facilities”) (and the Administrative
Borrower shall have delivered a certificate of a Responsible Officer certifying as to the foregoing and containing reasonably detailed
calculations in support thereof, in form reasonably satisfactory to the Administrative Agent); and (iv) the Administrative
Borrower and any Restricted Subsidiary shall comply, and shall cause any acquired entity to comply, with the applicable provisions
of Section 5.13 and the Security Documents within the periods provided for therein (any Drop-Down Acquisition or Material
Subsequent Facility Payment meeting all relevant criteria of this Section 6.04(j) being referred to herein as
a “Permitted Drop-Down Acquisition”);


 


(k)            to
the extent not prohibited by applicable law, loans and advances to officers, directors, managers, consultants and employees of
the Administrative Borrower or its Subsidiaries in
an aggregate amount not to exceed $1,000,000 at any time outstanding for travel, entertainment, relocation and other business purposes
in the ordinary course of business;


 


(l)             Investments
in the form of seller “take-back” notes and other non-cash consideration in connection with a Disposition permitted
by Section 6.05;


 


(m)           so
long as (i) any Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified
the Administrative Borrower that it is eligible to
receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of its portion of a Term
Loan made (or participated in) by such Farm Credit Lender hereunder, Investments made by the Administrative
Borrower as a condition to receiving such patronage distributions in the form of an acquisition of equity in such Farm Credit Lender
or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm
Credit Lender’s or its Affiliate’s Organizational Documents and capital plan (as each may be amended from time to time);
provided that the maximum amount of equity that the Administrative
Borrower shall be required to acquire in such Farm Credit Lender or one of its Affiliates in connection with the portion of such
Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant Organizational
Documents and the capital plan of such Farm Credit Lender (x) as in effect on the Original Closing Date or (y) in the
case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or participation, in either
case pursuant to Section 9.04, at the time of the closing of such assignment or participation;


 


(n)            in
addition to Investments permitted by paragraphs (a) through (m) above, additional Investments by the Administrative
Borrower or any Restricted Subsidiary so long as (i) the amount invested pursuant to this paragraph (n) does not
exceed an amount equal to the Available Amount at the time such amount is invested (ii) both immediately before and after
the time on which the definitive agreements for such Investment are entered into, no Default or Event of Default shall have occurred
and be continuing and (iii) other than with regard to Investments made with proceeds arising from clause (i)(x) of
the definition of Available Amount, as of the date on which the definitive agreements for such Investment are entered into, the
Total Leverage Ratio (after giving pro forma effect to such Investment) shall be less than or equal to 3.50:1.00;


 






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(o)            in
addition to Investments permitted by paragraphs (a) through (n) above, additional Investments by the Administrative
Borrower or any Restricted Subsidiary from Available Cash (or amounts that would otherwise have constituted Available Cash if not
reserved) to the extent the conditions set forth in Section 6.06(a)(ii) are satisfied at the time of such Investment;
and


 


(p)            in
addition to Investments permitted by paragraphs (a) through (o) above, other Investments by the Administrative
Borrower or any Restricted Subsidiary up to an amount which, when added to all such Investments made pursuant to this Section 6.04(p) then
outstanding, would not exceed the greater of $20,000,000 and an amount equal to 5.00% of Consolidated Total Assets.


 


For purposes of determining
compliance with this Section 6.04: (i) in the event that an investment (or any portion thereof) meets the criteria
of more than one of the categories of investments permitted in this Section 6.04, the Administrative
Borrower and a Restricted Subsidiary, as the case may be, in its sole discretion, may classify at the time of investment such investment
(or any portion thereof) and will only be required to include such investment in one of the categories of investments permitted
in this Section 6.04; (ii) at the time of incurrence the Administrative
Borrower or a Restricted Subsidiary, as the case may be, in its sole discretion, may divide and classify an investment in more
than one of the categories of investments permitted in this Section 6.04; (iii) Investments which are capital
contributions or purchases of Equity Interests or are purchases of assets (other than Equity Interests) shall be valued at the
amount (or, in the case of any Investment made with property other than cash, the fair market value of such property as determined
by the Administrative Borrower in good faith) actually
contributed or paid (including any assumption of Indebtedness) to purchase such Equity Interests or other assets as of the date
of such contribution or payment less, in the case of capital contributions and Equity Interests, returns on and of such Investment
(other than Investments under clause (n) of this Section 6.04 made using the Available Amount); and (iv) Investments
which are loans, advances or extensions of credit shall be valued at the principal amount of such loan, advance or extension of
credit outstanding as of the date of determination.


 


Accrual of interest
or dividends, the accretion of accreted value and the payment of interest or dividends in the form of additional Investments will
not be deemed to be the making of an Investment for purposes of this Section 6.04.


 


Section 6.05     Mergers,
Consolidations and Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions)
all or substantially all of the assets (whether now owned or hereafter acquired) of the Administrative
Borrower or any Restricted Subsidiary, except that if at the time thereof and immediately after giving effect thereto no Event
of Default or Default shall have occurred and be continuing (i) any Wholly Owned Restricted Subsidiary may merge into or consolidate
with the Administrative Borrower or any other Loan
Party in a transaction in which the Administrative
Borrower or such other Loan Party is the surviving Person; provided that such merger or consolidation does not result in
the Administrative Borrower or such other Loan Party
ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia, (ii) any Wholly
Owned Restricted Subsidiary that is not a Loan Party may merge into or consolidate with any other Wholly Owned Restricted Subsidiary
that is not a Loan Party in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Restricted Subsidiary
that is not a Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Restricted Subsidiary so long as,
if one such Subsidiary is a Wholly Owned Restricted Subsidiary, such Wholly Owned Restricted Subsidiary shall survive and continue
to be a Wholly Owned Restricted Subsidiary immediately following such merger or consolidation, (iv) the Administrative
Borrower and any Restricted Subsidiary may make Investments permitted by Section 6.04, (v) any Restricted Subsidiary
may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Loan
Party and any Loan Party may sell or otherwise dispose of, or part with control of any or all of, the Equity Interests of any Subsidiary
to a Loan Party, (vi) to the extent otherwise permitted by this Agreement (including Section 6.05(b)), the Administrative
Borrower or any of its Subsidiaries may sell all or substantially all of the assets of any of their Subsidiaries and (vii) the
Transactions may be consummated.


 






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(b)            Make
any Disposition (other than a Disposition permitted by Section 6.05(a) or a Restricted Payment permitted by Section 6.06(a)),
except:


 


 (i)          Dispositions
of damaged, obsolete, surplus or worn out property, or property no longer used or useful in the business, whether now owned or
hereafter acquired, in the ordinary course of business;


 


 (ii)         Dispositions
of inventory, goods held for sale, cash and Permitted Investments in the ordinary course of business;


 


 (iii)        licensing,
sublicensing, abandonment or other Dispositions of intellectual property rights in the ordinary course of business;


 


 (iv)       Dispositions
of property (other than Equity Interests or all or substantially all of the assets of the Administrative
Borrower or a Restricted Subsidiary) to the extent that (i) such property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price
of such replacement property;


 


 (v)        the
sale or other transfer of products, services or accounts receivable in the ordinary course of business;


 


 (vi)       Dispositions
of property among the Loan Parties;


 


 (vii)      leases
and subleases of property and real property and licenses and sublicenses thereof, in each case in the ordinary course of business;


 


 (viii)     to
the extent constituting a Disposition, the termination or unwinding of Hedging Agreements;


 


 (ix)        Dispositions
by Restricted Subsidiaries that are not Loan Parties to (a) other Restricted Subsidiaries that are not Loan Parties or (b) Loan
Parties;


 


 (x)         the
sale or discount without recourse of accounts receivable in connection with the compromise or collection thereof;


 


 (xi)        leases
of real property owned in fee that do not interfere in any material respect with the business of the Administrative
Borrower or the applicable Restricted Subsidiary conducted at such location;


 


 (xii)       any
condemnation or eminent domain proceedings affecting real property;


 


 (xiii)      trade-ins
to vendors;


 






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 (xiv)      the
sale or disposition of an interest in a Wholly Owned Subsidiary to a prospective joint venture partner in connection with the creation
of, or conversion of such Subsidiary into, a joint venture (including, for the avoidance of doubt, a sale of preferred Equity Interests);
provided that the number of Facilities that may be subject to joint ventures pursuant hereto shall not exceed the number
of Facilities acquired by the Administrative Borrower
or its Restricted Subsidiaries after the Original Closing Date;


 


 (xv)       transfers
of property subject to any settlement of, or payment in respect of, any property or casualty insurance claim;


 


 (xvi)      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;


 


 (xvii)     granting
of easements, rights-of-way, permits, licenses, restrictions or the like with respect to Real Property, in each case, which do
not interfere in any material respect with the ordinary course of business of the BorrowerBorrowers
and the Restricted Subsidiaries; and


 


 (xviii)    Dispositions
by the Administrative Borrower and any Restricted
Subsidiary not otherwise permitted under this Section 6.05; provided that (1) (x) both immediately
before and after the time on which the definitive agreements for such Disposition are entered into, no Default or Event of Default
shall have occurred and be continuing and (y) at the time of such transaction, no Default or Event of Default shall have occurred
and be continuing under paragraph (b), (c), (g) or (h) of Article VII, (2) the Net Cash Proceeds of such Disposition
are applied in accordance with the requirements of Section 2.13, (3) no less than 75% of the consideration received
for such Disposition shall be paid in cash (provided that any Indebtedness for borrowed money of theany
Borrower or Restricted Subsidiary that is disposing of the asset in question which is assumed by the purchaser of such asset shall
be considered cash for purposes of this clause (3) as long as the Administrative
Borrower and its Restricted Subsidiaries no longer have any obligations in respect of such Indebtedness following such assumption),
(4) such Dispositions shall not constitute all or substantially all of the assets of the Administrative
Borrower and its Subsidiaries and (5) any Disposition pursuant to this paragraph (xviii) shall be for fair market
value.


 


Section 6.06     Restricted
Payments; Restrictive Agreements. (a) Make any Restricted Payment; provided, however, that:


 


 (i)          each
Restricted Subsidiary may make Restricted Payments to the Administrative
Borrower, any other Restricted Subsidiary, or any other Person that owns a direct Equity Interest in such Restricted Subsidiary,
ratably according to their respective holdings of the type, class or ranking of Equity Interest in respect of which such Restricted
Payment is being made or in a manner more favorable to the BorrowerBorrowers
and the Restricted Subsidiaries;


 


 (ii)         the
Administrative Borrower may make Restricted Payments
from Available Cash to the extent that (x) no Event of Default has occurred and is continuing or would immediately result
therefrom and (y) immediately before and after giving effect to such Restricted Payment, the Administrative
Borrower’s Interest Coverage Ratio is greater than or equal to 2.25:1.00;


 






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 (iii)        the
Administrative Borrower and each Restricted Subsidiary
may declare and make dividend payments or other distributions payable solely in preferred, common or subordinated Equity Interests
of such Person(s) and the Administrative Borrower
may issue common Equity Interests upon conversion of subordinated or preferred Equity Interests; provided that (1) the
BorrowerBorrowers
may not issue any general partnership interests to any Person other than the General Partner and (2) any such Equity Interests
issued pursuant to this clause (iii) are not Disqualified Stock;


 


 (iv)       Restricted
Payments may be made in the form of the issuance of Equity Interests of the Administrative
Borrower in connection with the cashless exercise of options, warrants, conversion and other rights or tax withholding with respect
to the exercise of equity based awards under employee equity incentive compensation programs of the BorrowerBorrowers,
the Restricted Subsidiaries, the General Partner and any management Affiliate of the General Partner;


 


 (v)        (x) the
BorrowerBorrowers
and each Restricted Subsidiary may repurchase, redeem or otherwise acquire any Equity Interests of the Administrative
Borrower or any Restricted Subsidiary held by any current or former officer, director, consultant or employee of the BorrowerBorrowers,
the Restricted Subsidiaries, the General Partner and any management Affiliate of the General Partner pursuant to any equity subscription
agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement
or any Plan and the BorrowerBorrowers
and each Restricted Subsidiary may declare and pay dividends to the BorrowerBorrowers
or any other Restricted Subsidiary the proceeds of which are used for such purposes and (y) to the extent such payments are
deemed to be Restricted Payments, the Administrative
Borrower may make payments under stock appreciation rights, phantom stock or other similar cash settled interests issued under
the Administrative Borrower’s long term incentive
programs in effect from time to time; provided that, immediately before and immediately after making any Restricted Payment
pursuant to this clause (v) and after giving pro forma effect thereto, the Administrative
Borrower shall be in Financial Covenant Compliance and no Default or Event of Default shall have occurred and be continuing;


 


 (vi)       the
Administrative Borrower may make the Closing Date
Distribution;


 


 (vii)      repurchases
of Equity Interests deemed to occur upon the exercise of stock options or warrants shall be permitted to the extent the value of
such Equity Interests represents all or a portion of the purchase price of such options or warrants, in an amount not exceeding
$1,000,000 during any fiscal year (pro-rated for partial years, with unused amounts being available to be used in the following
fiscal year, but not in any succeeding fiscal year);


 


 (viii)     the
Administrative Borrower may make Restricted Payments
in cash in lieu of the issuance of fractional shares upon the exercise of warrants or upon the conversion or exchange of Equity
Interests of the Administrative Borrower;


 


 (ix)        in
addition to Restricted Payments permitted by clauses (i) through (viii) above, additional Restricted Payments
may be made by the Administrative Borrower or any
Restricted Subsidiary so long as (x) the amount of Restricted Payments made pursuant to this clause (ix) does
not exceed an amount equal to the Available Amount at the time such Restricted Payment is made, (y) both immediately before
and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing and (z) other than
with regard to Restricted Payments made with proceeds arising from clause (i)(x) of the definition of Available Amount,
as of the date of such Restricted Payment, the Total Leverage Ratio (after giving pro forma effect to such Restricted Payment)
shall be less than or equal to 3.50:1.00; and


 






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 (x)         the
Administrative Borrower may make any Restricted Payment
previously declared by the Administrative Borrower
to the extent that, as of the date of declaration, such Restricted Payment was permitted under clause (ii), (v) or (ix) above,
so long as no Event of Default under paragraphs (b), (c), (g) or (h) of Article VII shall have occurred and be continuing
at the time of such Restricted Payment.


 


(b)            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 Administrative Borrower or any Loan
Party to create, incur or permit to exist any Lien upon any of its property or assets that would otherwise constitute Collateral
to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect
to any of its Equity Interests, to make or repay loans or advances to the Administrative
Borrower or any other Restricted Subsidiary or to transfer property to theany
Borrower; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law, by any Loan
Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the
sale of a Restricted Subsidiary or other assets pending such sale or other disposition, provided such restrictions and conditions
apply only to the Restricted Subsidiary or other assets that are to be sold and such sale is permitted hereunder, (C) clause (i) of
the foregoing shall not apply to restrictions or conditions imposed by any documentation relating to secured Indebtedness permitted
by Section 6.01(a), (d), (e), (g) and (i) (solely in respect of guarantees of
other Indebtedness permitted under Section 6.01(a), (d), (e) and (g)) in each case, to the
extent limited to the assets subject to Liens securing such Indebtedness (D) the foregoing shall not apply to customary provisions
in leases, licenses and other contracts restricting the assignment thereof,(E) the foregoing shall not apply to customary
provisions in joint venture agreements or agreements governing property held with a common owner and other similar agreements or
arrangements relating solely to such joint venture or property, (F) the foregoing shall not apply to restrictions or conditions
imposed by applicable Law and (G) clause (ii) of the foregoing shall not apply to restrictions or conditions contained
in any Project Finance Indebtedness.


 


Section 6.07     Transactions
with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, whether or not in the ordinary course of business, other than (i) on
terms and conditions not less favorable to the Administrative
Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) the
payment of fees, expenses, indemnities or other payments to the General Partner or its management Affiliates in connection with
reimbursable general corporate and overhead expenses of the Administrative
Borrower and its Restricted Subsidiaries and the operation, management and other services rendered to the
Administrative Borrower and its Restricted Subsidiaries, in each case pursuant to the LP Agreement, (iii) transactions
between and among the Loan Parties, (iv) compensation arrangements, consulting contracts, collective bargaining agreements,
benefit plans, programs or indemnification obligations, or any other similar arrangement, for or with general partners, current
or former employees, officers, directors or consultants in the ordinary course of business, (v) payments, compensation, performance
of indemnification or contribution obligations, and the making or cancellation of loans in the ordinary course of business to any
such general partner, employees, officers, directors or consultants, (vi) any issuance, grant or award of stock, options,
other equity related interests or other equity securities to any such employees, officers, directors or consultants, (vii) the
payment of reasonable directors’ fees or expenses to directors of the Administrative
Borrower, the General Partner, any Restricted Subsidiary or any Riverstone Entity (as determined in good faith by the Administrative
Borrower, the General Partner, such Restricted Subsidiary or such Riverstone Entity in the ordinary course of business), (viii) a
Restricted Payment permitted by Section 6.06(a), (ix) the execution, delivery and performance (as applicable)
of the Transactions and the Transaction Documents, all transactions in connection therewith (including but not limited to the financing
thereof), and all fees and expenses paid or payable in connection therewith, (x) any issuance or sale of Qualified Capital
Stock of the Administrative Borrower otherwise permitted
hereunder or any capital contributions to the Administrative
Borrower, (xi) making any Permitted Drop-Down Acquisition, (xii) engaging in any transaction with an Affiliate if such
transaction has been approved by the Conflicts Committee, (xiii) any non-material transactions with an Affiliate for the purchase
of goods, products, parts and services entered into in the ordinary course of business, (xiv) the Management Services Agreement
as in effect on the Fourth Amendment Effective Date, (xv) the transactions listed in Schedule 6.07, (xvi) transactions
otherwise permitted hereunder with a Person that is an Affiliate of any Loan Party solely because any Loan Party owns, directly
or indirectly, an Equity Interest in, or otherwise controls, such Person, (xvii) transactions between and among Loan Parties
and Affiliates which are not Loan Parties on terms and conditions not less favorable to the relevant Loan Party than could be obtained
on an arm’s-length basis from unrelated third parties and (xviii) transactions among Restricted Subsidiaries which are
not Loan Parties.


 






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Section 6.08     Business
of the Administrative Borrower and Restricted Subsidiaries.
Engage at any time in any business or business activity other than a Permitted Business.


 


Section 6.09     Amendment
to Other Indebtedness; Organizational Documents; Assignment of Drax Contract; Payment of Other Indebtedness. (a) (i) Permit
any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any Subordinated
Indebtedness, Permitted Unsecured Debt, Permitted Junior Refinancing Debt, other unsecured Indebtedness or any Permitted Refinancing
Debt thereof of the Administrative Borrower or any
Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification or amendment, taken as a whole, would
be materially adverse to the Administrative Borrower,
any Restricted Subsidiary or the Lenders, (ii) consent to any amendment, supplement, waiver or other modification or change
of its Organizational Documents in any manner if the effect thereof, taken as a whole, would be materially adverse to the Lenders
or (iii) transfer or assign the Drax Contract to any Person that is not a Wholly Owned Domestic Subsidiary all of the Equity
Interests of which have been pledged by a Loan Party to the Collateral Agent.


 


(b)            Make
any distribution, whether in cash, property, securities or a combination thereof, other than regularly scheduled payments of principal
and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit
to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the
aforesaid purposes, any Subordinated Indebtedness, Permitted Unsecured Debt, Permitted Junior Refinancing Debt or any Permitted
Refinancing Debt thereof (except refinancings thereof permitted by Section 6.01 and any mandatory prepayments required
under Indebtedness of the type permitted to be incurred under Sections 6.01(d) and 6.01(e)), or pay in
cash any amount in respect of any Subordinated Indebtedness, Permitted Unsecured Debt, Permitted Junior Refinancing Debt, Permitted
Refinancing Debt thereof or Disqualified Stock that may at the obligor’s option be paid in kind or in other securities, in
each case, other than distributions and payments (v) made from the proceeds of such Indebtedness that are subject to an escrow
or similar arrangement and any accrued pre-funded interest or similar arrangement as described in Section 6.02(y), (w) in
the form of Equity Interests of the Administrative
Borrower not constituting general partnership interests or Disqualified Stock, (x) in an aggregate amount not to exceed $7,500,000
from and after the Fourth Amendment Effective Date, (y) in an amount not to exceed the Available Amount at the time such distributions
or payments are made and (z) from Available Cash (or amounts that would otherwise have constituted Available Cash if not reserved)
to the extent the conditions set forth in Section 6.06(a)(ii) are satisfied at the time of such distribution or
payment; provided that, (1) in the case of each of clauses (w), (x), (y) and (z),
both immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (2) in
the case of clauses (w)(i) and (y), other than with regard to distributions and payments made with proceeds
arising from clause (i)(x) of the definition of Available Amount, as of the date of such distribution or payment, the
Total Leverage Ratio (after giving pro forma effect to such distribution or payment) shall be less than or equal to 3.50:1.00.


 






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Section 6.10     Maximum
Total Leverage Ratio. Permit the Total Leverage Ratio for any Date of Determination for the Applicable Period ending
on such Date of Determination to be greater than 4.75 : 1.00, except that on any Date of Determination during a Material Transaction
Period following a Qualifying Material Transaction the Administrative
Borrower and the Loan Parties shall not permit the Total Leverage Ratio for the Applicable Period ending on such date to be greater
than 5.00 : 1.00.


 


Section 6.11     Fiscal
Year. Change its fiscal year-end from December 31.


 


Section 6.12     Hedging.
Enter into any Hedging Agreement that does not meet the requirements set forth in clause (h) of Section 6.01.


 


Section 6.13     Interest
Coverage Ratio. Permit the Interest Coverage Ratio for any Date of Determination for the Applicable Period ending on such
Date of Determination to be less than 2.25 : 1.00.


 


Article VII


 


Events of Default


 


In case of the happening
of any of the following events (“Events of Default”):


 


(a)            any
representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings or issuances of Letters
of Credit hereunder, or any representation, warranty, statement or information contained in any certificate or financial statements
furnished by or on behalf of the Loan Parties pursuant to the requirements of any Loan Documents shall prove to have been incorrect
in any material respect when so made, deemed made or furnished;


 


(b)            default
shall be made in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as
the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration
thereof or otherwise;


 


(c)            default
shall be made in the payment of (i) any interest on any Loan or L/C Disbursement when and as the same shall become due and
payable, and such default shall continue unremedied for a period of three (3) Business Days or (ii) any Fee or any other
amount (other than an amount referred to in clause (b) or (c)(i) above) due under any Loan Document,
when and as the same shall become due and payable, and such default shall continue unremedied for a period of five (5) Business
Days;


 


(d)            default
shall be made in the due observance or performance by the Administrative
Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in Section 5.01(a), 5.04(a)(i),
(ii) or (iii), 5.05(a), 5.08 or 5.15 or in Article VI (subject, in the case
of Section 6.10, to the Administrative
Borrower’s rights under the last paragraph of this Article VII);


 


(e)            default
shall be made in the due observance or performance by the Administrative
Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in any Loan Document (other than those
specified in clause (b), (c) or (d) above) and such default shall continue unremedied for a period
of 30 days after the earlier of (i) notice thereof from the Administrative Agent to the Administrative
Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge thereof by the Administrative
Borrower or any other Loan Party; provided, however, that, with respect to any default made in the due observance or performance
by the Administrative Borrower or any Restricted Subsidiary
of any covenant, condition or agreement contained in Section 5.11, the Administrative
Borrower shall have an additional 60 days from the conclusion of the 30 day period provided above to remedy such default so long
as Administrative Borrower continues to (i) exercise
reasonable diligence to remedy such default and (ii) provide all notices and reports under this Agreement;


 






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(f)             (i) the
Administrative Borrower or any Restricted Subsidiary
shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the
same shall become due and payable (after giving effect to all applicable grace or cure periods), or (ii) any other event or
condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(after giving effect to all applicable grace or cure periods) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply
to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness or a casualty event or condemnation in relation thereto or (B) termination payments under Hedging Agreements;


 


(g)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of the Administrative Borrower
or any Material Restricted Subsidiary, or of a substantial part of the property or assets of the Administrative
Borrower or a Material Restricted Subsidiary, under the Bankruptcy Code or any other Debtor Relief Law, (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Administrative
Borrower or any Material Restricted Subsidiary or for a substantial part of the property or assets of the Administrative
Borrower or a Material Restricted Subsidiary or (iii) the winding-up or liquidation of the Administrative
Borrower or any Material Restricted Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or
an order or decree approving or ordering any of the foregoing shall be entered;


 


(h)            the
Administrative Borrower or any Material Restricted
Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code or
any other Debtor Relief Law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or the filing of any petition described in clause (g) above, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Administrative
Borrower or any Material Restricted Subsidiary or for a substantial part of the property or assets of the Administrative
Borrower or any Material Restricted Subsidiary, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit
in writing its inability or fail generally to pay its debts as they become due or (vii) take any corporate or other organizational
action for the purpose of effecting any of the foregoing;


 


(i)             one
or more judgments shall be rendered against the Administrative
Borrower or any Material Restricted Subsidiary and the same shall remain undischarged for a period of 60 consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon
assets or properties of the Administrative Borrower
or any Material Restricted Subsidiary to enforce any such judgment and such judgment either (i) is for the payment of money
in an aggregate amount in excess of the Materiality Threshold not covered by insurance (it being understood that if an amount in
excess of the Materiality Threshold is to be considered to be covered by insurance, a claim shall have been submitted to the applicable
insurance provider and it shall not have denied or contested coverage) or (ii) is for injunctive relief and could reasonably
be expected to result in a Material Adverse Effect;


 






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(j)             an
ERISA Event shall have occurred that when taken together with all other such ERISA Events, resulted or could reasonably be expected
to result in liability of any Loan Party or their respective ERISA Affiliates in an aggregate amount exceeding the Materiality
Threshold;


 


(k)            any
Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect (other than in
accordance with its terms), or any Guarantor shall deny in writing that it has any further liability under the Guarantee and Collateral
Agreement (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents);


 


(l)             any
security interest purported to be created by any Security Document shall cease to be, or shall be asserted by any Loan Party not
to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document)
security interest in a material portion of the Collateral, except (i) as a result of the sale or other disposition of the
applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Collateral Agent’s
failure to maintain possession of any stock certificates or other instruments delivered to it under the Security Documents;


 


(m)           there
shall have occurred a Change in Control; or


 


(n)            there
shall have occurred any amendment, supplement, waiver or other modification or change of or to the LP Agreement in any manner if
the effect thereof, taken as a whole, is materially adverse to the interests of the Lenders in their capacities as such;


 


then, and in every
such event (other than an event with respect to the Administrative
Borrower or a Material Restricted Subsidiary described in paragraphs (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall,
by notice to the Administrative Borrower, take any
or all of the following actions, at the same or different times: terminate forthwith the Commitments and declare the Loans
then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the BorrowerBorrowers
and the other Loan Parties accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers
and by the Administrative Borrower on behalf of its
Restricted Subsidiaries, anything contained herein or in any other Loan Document to the contrary notwithstanding, and the Administrative
Agent and the Collateral Agent shall have the right to take all or any actions and exercise any remedies available under the Loan
Documents or applicable law or in equity; and in any event with respect to the Administrative
Borrower or a Restricted Subsidiary described in paragraphs (g) or (h) above, the Commitments shall
automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the BorrowerBorrowers
and the other Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers
and by the Administrative Borrower on behalf of its
Restricted Subsidiaries, anything contained herein or in any other Loan Document to the contrary notwithstanding, and the Administrative
Agent and the Collateral Agent shall have the right to take all or any actions and exercise any remedies available under the Loan
Documents or applicable law or in equity.


 






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Notwithstanding anything
to the contrary contained in this Article VII, for purposes of determining whether an Event of Default has occurred
under the Financial Covenants, any equity contribution (in the form of preferred, common or subordinated equity other than Disqualified
Stock) contributed to the Administrative Borrower
after the last day of any fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements
are required to be delivered for that fiscal quarter will, at the request of the Administrative
Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial
Covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution,
a “Specified Equity Contribution”). Notwithstanding anything to the contrary herein, (a) there shall
be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance
with the Financial Covenants for the fiscal quarter in respect of which such Specified Equity Contribution is made, (b) the
amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be
disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining
basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (d) in any four consecutive
fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, and
no more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure
Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which
a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall
not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amount, no
effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Total Debt on account of the receipt
of such proceeds).


 


Article VIII


 


The Administrative Agent and the Collateral
Agent; Etc.


 


Each Lender and each
Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (the Administrative Agent and the Collateral
Agent are referred to collectively as the “Agents”) its agent hereunder and under the Loan Documents
and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the
terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article VIII are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and the BorrowerBorrowers
shall have no rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term
 “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent
or Collateral Agent, as applicable, is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties. Without limiting the generality of the foregoing, the
Agents are hereby expressly authorized to (i) execute any and all documents (including releases and the Security Documents
(which Security Documents shall contain indemnity and expense reimbursement provisions for the benefit of the Collateral Agent
that are no more onerous to the Lenders than the provisions contained in the Security Documents as of the Fourth Amendment Effective
Date and shall be binding on the Lenders)) with respect to the Collateral and the rights of the Secured Parties with respect thereto,
as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and (ii) negotiate,
enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required
Lenders, which negotiation, enforcement or settlement will be binding upon each Lender.


 






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The Person serving
as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder
in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for, and generally engage in any kind of business with the Administrative
Borrower or any Subsidiary or other Affiliate thereof (subject to securities law and other requirements of law) as if it were not
an Agent hereunder and without any duty to account therefor to the Lenders.


 


Neither Agent shall
have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder and under the other
Loan Documents shall be administrative in nature. Without limiting the generality of the foregoing, (a) neither Agent shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither
Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or under any Loan Document that such Agent is instructed in writing to exercise by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided for herein
or in the other Loan Documents); provided that neither Agent shall be required to take any action that, in its opinion or
the opinion of its counsel, (i) may expose such Agent to liability or that is contrary to any Loan Document or applicable
law or (ii) may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth
in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information
relating to the Administrative Borrower or any of
the Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent and/or Collateral Agent or any
of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at
the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent
shall believe in good faith shall be necessary, under the circumstances as provided for herein or in the other Loan Documents)
or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default
or Event of Default unless and until written notice thereof is given to such Agent by the Administrative
Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default
or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to such Agent.


 


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


 






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Each Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the Credit Facilities as well as activities as Agent. Neither Agent shall be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a
final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


Either Agent may resign
at any time by notifying the Lenders, the Issuing Banks and the Administrative
Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Administrative
Borrower, to appoint a successor which shall be any financial institution with an office in New York, New York, or an Affiliate
of any such financial institution, that has a combined capital and surplus and undivided profits of not less than $500,000,000.
If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing
Banks, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of
any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the
30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall nonetheless become
effective (and such Agent shall be discharged from its duties and obligations hereunder) and the Lenders shall thereafter perform
all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint
a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall
also constitute, to the extent applicable, its resignation as a Swing Line Lender and as an Issuing Bank, in which case such resigning
Agent (x) shall not be required to extend any further Swing Line Loans or issue any further Letters of Credit hereunder and
(y) shall maintain all of its rights as Issuing Bank or Swing Line Lender with respect to any Letters of Credit issued by
it or Swing Line Loans extended by it, as applicable, prior to the date of such resignation. Upon the acceptance of its appointment
as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder (if not already
discharged therefrom as provided above). The fees payable by the BorrowerBorrowers
to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Administrative
Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article VIII and
Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.


 


Each Lender and each
Issuing Bank acknowledges that it has, independently and without reliance upon the Agents or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance
upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement
or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.


 






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Notwithstanding any
other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Co-Syndication Agents
and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall
have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood
and agreed that each of the Arrangers, the Co-Syndication Agents and the Co-Documentation Agents shall be entitled to all indemnification
and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents, including under Section 9.05
hereunder. Without limitation of the foregoing, none of the Arrangers, the Co-Syndication Agents and the Co-Documentation Agents
in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship
in respect of any Lender, theany
Borrower, any other Loan Party, or any other Person.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Administrative
Borrower or any of its Subsidiaries, each Agent (irrespective of whether the principal of any Loan shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Loan
Parties) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise (a) to file and
prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the
Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and Agents under Section 9.05)
allowed in such judicial proceeding and (b) to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same and, in either case, any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Lender, each Issuing Bank and each other
Secured Party to make such payments to such Agent and, in the event that such Agent shall consent to the making of such payments
directly to the Lenders and the Issuing Banks, to pay to such Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of such Agent and its agents and counsel, and any other amounts due such Agent under Section 9.05.


 






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The Secured Parties
irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted
to or held by the Collateral Agent under any Loan Document (x) upon termination of all Commitments and payment in full of
all Obligations (other than contingent reimbursement and indemnification obligations to the extent no unsatisfied claim with respect
thereto has been asserted), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been
cash collateralized in a manner satisfactory to the applicable Issuing Bank or as to which other arrangements satisfactory to the
applicable Issuing Bank have been made) and the termination of (and making of all payments due by the Loan Parties in connection
with) all Secured Hedging Agreements (or the making of other arrangements reasonably acceptable to the applicable Qualified Counterparty),
(y) that is (i) owned by, or is an Equity Interest in, a Restricted Subsidiary that (A) is converted into an Unrestricted
Subsidiary in accordance with the terms hereof or (B) ceases to be a Wholly Owned Domestic Subsidiary as a result of a transaction
permitted hereunder in accordance with the terms hereof (provided that, the release of any Lien pursuant to this subclause
(B) on the property of or Equity Interests in any Person that was a Restricted Subsidiary on the Fourth Amendment Effective
Date shall only be permitted if at the time such Person ceases to be a Wholly Owned Domestic Subsidiary (1) no Event of Default
pursuant to paragraphs (b), (c), (g) or (h) of Article VII has occurred and is continuing or would otherwise result
therefrom, (2) both immediately before and after the time on which the definitive documentation for the transaction pursuant
to which such Person shall cease to be a Wholly Owned Domestic Subsidiary was entered and giving pro forma effect thereto, no Default
or Event of Default shall have occurred and be continuing or result therefrom and (3) after giving pro forma effect to such
release and the consummation of the transaction that causes such Person to cease to be a Wholly Owned Domestic Subsidiary, the
Administrative Borrower is deemed to have made a new
Investment in such Person (which such Person shall, for purposes of determining the permissibility of such Investment, be deemed
not to be a Loan Party) in an amount equal to the portion of the fair market value of the net assets of such Person attributable
to theany
Borrower’s or any other Loan Party’s equity interest therein and such Investment is permitted pursuant to Section 6.04)
or (ii) sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan
Documents, in each case to a Person that is not an Affiliate of the Administrative
Borrower (other than sales to Affiliates as a result of a transaction permitted hereunder in accordance with the terms hereof),
or (z) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders or all
Lenders (as applicable); (ii) 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 6.02(i); and (iii) release
any Guarantor from its obligations under the Guarantee and Collateral Agreement or any other Security Documents if such Person
ceases to be a Guarantor as a result of a transaction permitted hereunder (including the sale or other disposition of the Equity
Interests of any Person, the conversion of a Restricted Subsidiary that is a Guarantor into an Unrestricted Subsidiary or if such
Guarantor ceases to be a Wholly Owned Domestic Subsidiary pursuant to a transaction permitted hereunder in accordance with the
terms hereof); provided that, such release pursuant to this clause (iii) of any Person that was a Guarantor
on the Fourth Amendment Effective Date Guarantor as a result of such Person ceasing to be a Wholly Owned Domestic Subsidiary shall
only be permitted if at the time such Person ceases to be a Wholly Owned Domestic Subsidiary (1) no Event of Default pursuant
to paragraphs (b), (c), (g) or (h) of Article VII has occurred and is continuing or would otherwise result therefrom,
(2) both immediately before and after the time on which the definitive documentation for the transaction pursuant to which
such Person shall cease to be a Wholly Owned Domestic Subsidiary was entered and giving pro forma effect thereto, no Default or
Event of Default shall have occurred and be continuing or result therefrom and (3) after giving pro forma effect to such release
and the consummation of the transaction that causes such Person to cease to be a Wholly Owned Domestic Subsidiary, the Administrative
Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.04 in an amount equal to
the portion of the fair market value of the net assets of such Person attributable to theany
Borrower’s or any other Loan Party’s equity interest therein and such Investment is permitted pursuant to Section 6.04.
Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority
to release or subordinate its interest in particular types or items of property pursuant to this paragraph or to release any Guarantor
from the obligations under the Guarantee and Collateral Agreement or any other Security Document. The Collateral Agent shall not
be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or
collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate
prepared by theany
Borrower in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor
or maintain any portion of the Collateral.


 


Anything contained
in any of the Loan Documents to the contrary notwithstanding, the BorrowerBorrowers,
the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any
right individually to realize upon any of the Collateral or to enforce the Guarantee and Collateral Agreement, it being understood
and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative
Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof
and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit
of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement
action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without
limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral
Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or
otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition
and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition,
to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral
Agent at such sale or other disposition.


 






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To the extent required
by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax
being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the IRS or any other
Governmental Authority, or the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly
withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly
executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption
from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent
fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax, or otherwise, including any penalties 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 IRS or such other Governmental Authority.


 


Article IX


 


Miscellaneous


 


Section 9.01       Notices;
Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except for electronic communications provided below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as
follows:


 


(a)           if
to theany
Borrower, to itthe
Administrative Borrower at 7200 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, Attention: Shai Even,
Fax No. 301-657-5567, Email: Shai.Even@ envivabiomass.com, with a copy to Vinson & Elkins LLP, 666 Fifth Avenue,
New York, New York 10103, Attention: Tzvi Werzberger, Fax No. 917-849-5308, Email: twerzberger@velaw.com;


 


(b)           if
to the Administrative Agent, to Barclays Bank PLC, 745 Seventh Avenue, 27th Floor, New York, New York 10019, Attention:
May Huang, Fax No. 212-526-5115, Email: may.huang@barclays.com and ltmny@barclays.com, with a copy to Latham &
Watkins LLP, 885 Third Avenue, New York, New York 10022, Attention: Michele O. Penzer, Fax No. 212-751-4864, Email: michele.penzer@lw.com;
and


 


(c)           if
to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance or the
Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto.


 


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


 






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Notices and other communications
to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any
Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Article II by electronic communication. The Administrative Agent or the Administrative
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices
or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient,
at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available
and identifying the website address therefor; provided that, for both clauses (i) and (ii) above,
if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. Each Lender agrees to
notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail
address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such
e-mail address.


 


Any party hereto may
change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and
the Administrative Borrower.


 


TheEach
Borrower agrees that the Administrative Agent and the Collateral Agent may, but shall not be obligated to, make the Communications
available to the Lenders and the Issuing Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially
similar electronic transmission system (the “Platform”). The Platform is provided “as is”
and “as available.” The Administrative Agent and the Collateral Agent and their respective Related Parties do not warrant
the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any
kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by the Administrative Agent or the
Collateral Agent or any of their respective Related Parties in connection with the Communications or the Platform. In no event
shall the Administrative Agent or the Collateral Agent or any of their respective Related Parties have any liability to theany
Borrower or any of its SubsidiariesSubsidiary,
any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental
or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of theany
Borrower’s, any Subsidiary’s or the Administrative Agent’s or the Collateral Agent’s transmission of communications
through the Platform, other than as a result of the gross negligence or willful misconduct of the Administrative Agent or the Collateral
Agent as determined by a court of competent jurisdiction in a final and non-appealable judgment. “Communications”
means, collectively, any notice, demand, communication, information, document or other material that theany
Borrower or any of its SubsidiariesSubsidiary
provides to the Administrative Agent or the Collateral Agent pursuant to any Loan Document or the transactions contemplated therein
which is distributed to the Administrative Agent or the Collateral Agent or to any Lender or Issuing Bank by means of electronic
communications pursuant to this Section 9.01, including through the Platform.


 






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TheEach
Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials
and/or information provided by or on behalf of theany
Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the
Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to
receive Material Non-Public Information with respect to theany
Borrower, its Subsidiariesany
Subsidiary or any of their securities) (each, a “Public Lender”). TheEach
Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the BorrowerBorrowers
shall be deemed to have authorized the Administrative Agent, Collateral Agent, Lenders, and Issuing Banks to treat such Borrower
Materials as not containing any Material Non-Public Information with respect to theany
Borrower, its Subsidiariesany
Subsidiary or any of their securities for purposes of United States federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated as “Public Investor;” and (z) the Administrative Agent and the Collateral Agent shall be entitled to
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”,
unless the Administrative Borrower notifies the Administrative
Agent promptly that any such document contains Material Non-Public Information: (1) the Loan Documents and (2) notification
of changes in the terms of the Loan Documents.


 


Each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United
States Federal and state securities laws, to make reference to Communications that are not made available through the “Public
Side Information” portion of the Platform and that may contain Material Non-Public Information with respect to theany
Borrower, its Subsidiariesany
Subsidiary or any of their securities for purposes of United States Federal or state securities laws.


 


The Administrative
Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that
receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform
shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees
to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s
e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to
such e-mail address.


 


Nothing herein shall
prejudice the right of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender to give any notice or other
communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 






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Section 9.02       Survival
of Agreement. All covenants, agreements, representations and warranties made by the BorrowerBorrowers
herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Agents, the Lenders and the Issuing Banks and shall survive
the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Banks, regardless of any investigation
made by the Lenders or the Issuing Banks or on their behalf, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding (unless arrangements satisfactory to the applicable Issuing Bank
shall have been made with respect to such Letter of Credit) and so long as the Commitments have not been terminated. The provisions
of Sections 2.14, 2.16, 2.20, 9.05 and Article VIII shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity
or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank. Section 9.16 shall remain operative
and in full force and effect until one year following the termination of this Agreement.


 


Section 9.03       Binding
Effect. This Agreement shall become effective when it shall have been executed by the Administrative
Borrower and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto.


 


Section 9.04       Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that (x) theneither
Borrower may not delegate, assign or otherwise transfer any of its rights,
duties or obligations hereunder without the prior written consent of each Agent, each Issuing Bank and each Lender and any such
attempted transfer or assignment without such consent shall be null and void and (y) no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of
this Section 9.04, (ii) by way of participation in accordance with the provisions of paragraph (f) of
this Section 9.04, or (iii) by way of pledge or assignment of a security interest subject to the provisions of
paragraph (i) of this Section 9.04. Nothing in this Agreement or the other Loan Documents, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, the Indemnitees, Participants to the extent provided in paragraph (f) of this Section 9.04
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent,
the Issuing Banks and the Lenders) any legal or equitable right, remedy, obligation, liability or claim under or by reason of this
Agreement or the other Loan Documents.


 


(b)           Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


(i)            (A) in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
owing to it (in each case with respect to any Class) or contemporaneous assignments to related Approved Funds that equal at least
the amount specified in paragraph (b)(i)(B) of this Section 9.04 in the aggregate or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned
and (B) in any case not described in paragraph (b)(i)(A) of this Section 9.04, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in
effect, the outstanding principal balance of the Loan of the assigning Lender subject to each such assignment, determined as of
the date the Assignment and Acceptance (or Affiliated Lender Assignment and Acceptance) with respect to such assignment is delivered
to the Administrative Agent, shall not be less than (x) $5,000,000 (or lesser amounts if agreed between the Administrative
Borrower and the Administrative Agent) with respect to Revolving Credit Commitments and Revolving Loans and (y) $1,000,000
(or such lesser amounts if agreed between the Administrative
Borrower and the Administrative Agent) with respect to the Term Loan Commitments and the Term Loans;


 






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(ii)           except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, each of the Administrative Agent (such
consent not to be unreasonably withheld or delayed) and, so long as no Event of Default in respect of paragraphs (b), (c),
(g) or (h) of Article VII has occurred and is continuing, the Administrative
Borrower shall have consented to such assignment (which consent shall not be unreasonably withheld or delayed, and provided
that the Administrative Borrower shall be deemed to
have consented to any such assignment unless the Administrative
Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received
notice thereof);


 


(iii)          each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Commitment and/or Loans assigned;


 


(iv)          in
the case of the Revolving Credit Commitments and Revolving Loans, the prior consent of each Swing Line Lender and Issuing Bank
(such consent not to be unreasonably withheld or delayed) shall be required for all assignments;


 


(v)           the
parties to each assignment shall either (A) execute and deliver to the Administrative Agent an Assignment and Acceptance or
an Affiliated Lender Assignment and Acceptance, as applicable, via an electronic settlement system acceptable to the Administrative
Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent
an Assignment and Acceptance or an Affiliated Lender Assignment and Acceptance, as applicable, in the case of clauses (A) and
(B), together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its
sole discretion, elect to waive or reduce such processing and recordation fee in the case of any assignment. The assignee, if it
is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire (in which the assignee shall designate
one or more credit contacts to whom all syndicate-level information (which may contain Material Non-Public Information about theany
Borrower, its Subsidiariesany
Subsidiary or their respective securities) will be made available and who may receive such information in accordance
with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all applicable
tax forms;


 


(vi)          no
such assignment shall be made (A) to the Administrative
Borrower or any of the Administrative Borrower’s
Affiliates or Subsidiaries (other than an assignment to (x) an Affiliated Lender pursuant to paragraph (k) of
this Section 9.04 or (y) theany
Borrower pursuant to paragraph (l) of this Section 9.04) or (B) to any Defaulting Lender or any of
its Subsidiaries, or to any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause (B);


 


(vii)         no
such assignment shall be made to a natural Person; and


 


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


 






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Subject to acceptance and recording thereof
by the Administrative Agent pursuant to paragraph (e) of this Section 9.04, from and after the effective
date specified in each Assignment and Acceptance or an Affiliated Lender Assignment and Acceptance, as applicable, the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance or
an Affiliated Lender Assignment and Acceptance, as applicable, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance or an Affiliated
Lender Assignment and Acceptance, as applicable, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance or an Affiliated Lender Assignment and Acceptance, as applicable, covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 2.14, 2.16, 2.20, and 9.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph (b) of this Section 9.04 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of
this Section 9.04.


 


(c)           By
executing and delivering an Assignment and Acceptance the assigning Lender thereunder and the assignee thereunder shall be deemed
to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that
it is the legal and Beneficial Owner of the interest being assigned thereby free and clear of any adverse claim and that its relevant
Commitment, and the outstanding balances of its relevant Loans, in each case without giving effect to assignments thereof which
have not become effective, are as set forth in such Assignment and Acceptance or Affiliated Lender Assignment and Acceptance, as
applicable, (ii) except as set forth in clause (i) above, such assigning 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 the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Administrative
Borrower or any Subsidiary or the performance or observance by the Administrative
Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized
to enter into such Assignment and Acceptance or Affiliated Lender Assignment and Acceptance, as applicable; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to
in Section 3.05(a) or delivered pursuant to Section 5.04 and 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 or Affiliated
Lender Assignment and Acceptance, as applicable; (v) such assignee will independently and without reliance upon the Administrative
Agent, the Collateral Agent, such assigning 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; (vi) such
assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively,
by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it
will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed
by it as a Lender.


 






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(d)           The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the BorrowerBorrowers
(such agency being solely for tax purposes), shall maintain at one of its offices in The City of New York a copy of each Assignment
and Acceptance and each Affiliated Lender Assignment and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive absent manifest error, and the BorrowerBorrowers,
the Administrative Agent, the Issuing Banks, the Collateral 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. The Register shall be available for inspection by the Administrative
Borrower, any Issuing Bank, the Collateral Agent and any Lender (solely with respect to any entry related to such Lender’s
Loans and Commitments, and only at the office of the Administrative Agent), at any reasonable time and from time to time upon reasonable
prior notice.


 


(e)           Upon
its receipt of, and consent to, a duly completed Assignment and Acceptance or Affiliated Lender Assignment and Acceptance, as applicable,
executed by an assigning Lender and an assignee, an administrative questionnaire completed in respect of the assignee (unless the
assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above,
if applicable, and the written consent of the Administrative Agent and, if required, the Administrative
Borrower and each Issuing Bank and the Swing Line Lender to such assignment, the Administrative Agent shall (i) accept such
Assignment and Acceptance or Affiliated Lender Assignment and Acceptance, as applicable, and (ii) record the information contained
therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).


 


(f)            Any
Lender may at any time, without the consent of, or notice to, theany
Borrower, any Issuing Bank, any other Lender, the Collateral Agent or the Administrative Agent, sell participations to any Person
(other than a natural Person or theany
Borrower or an Affiliate or Subsidiary) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the BorrowerBorrowers,
the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 9.05(c) regardless of the sale by it of any participations. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the
obligations of the BorrowerBorrowers
relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver decreasing any fees payable to such Participant or the amount of principal of or
the rate at which interest is payable on the Loans in which such Participant has an interest, extending any scheduled principal
payment date or date fixed for the payment of interest or fees on the Loans or Commitments in which such Participant has an interest,
increasing or extending the Commitments in which such Participant has an interest or releasing all or substantially all of the
Collateral or any Guarantor (other than in connection with the disposition of such Guarantor in a transaction permitted by Section 6.05).
TheEach
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.16 and 2.20 (subject
to the requirements and limitations set forth therein, including the requirements under Section 2.20(e) (it being
understood that the documentation under Section 2.20(e) shall be delivered to the participating Lender)) to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section 9.04; provided that such Participant (A) agrees to be subject to the provisions of Section 2.21
as if it were an assignee under paragraph (b) of this Section 9.04 and (B) shall not be entitled
to receive any greater payment under Sections 2.14, 2.16 or 2.20, with respect to any participation, than
its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation or unless the sale of the
participation to such Participant is made with the Administrative
Borrower’s prior written consent. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 9.06 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18
as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent
of the BorrowerBorrowers
(such agency being solely for tax purposes), maintain at one or more of its offices a register on which it enters the name and
address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or
other rights or obligations under the Loan Documents (each such register, a “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of any Participant Register (including
the identity of any Participant or any information relating to a Participant's interest in any Loans or other rights or obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or other
right or obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in
a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary.


 






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(g)           Notwithstanding
anything herein to the contrary, any Participant or sub-participant of a Participant that (i) is a Farm Credit Lender, (ii) has
purchased a participation or a sub-participation, as applicable, in a minimum amount of $5,000,000, (iii) has been designated
as a “Voting Participant” (a “Voting Participant”) in a notice (a “Voting Participant
Notice”) sent by the relevant Lender or Voting Participant (including any existing Voting Participant) to the Administrative
Agent and the Administrative Borrower and (iv) receives,
prior to becoming a Voting Participant, the written consent of the Administrative Agent and the Administrative
Borrower (each such consent to be required only to the extent and under the circumstances it would be required if such Voting Participant
were to become a Lender pursuant to an assignment in accordance with Section 9.04(b) and only if such Participant
or sub-participant of a Participant is not an existing Voting Participant), shall, for so long as such Farm Credit Lender owns
such participation or sub-participation and notwithstanding any sub-participation by such Farm Credit Lender to an entity that
is not a Voting Participant, be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by
the Lenders and the voting rights of the selling Lender or Voting Participant (including any existing Voting Participant) shall
be correspondingly reduced, on a dollar-for-dollar basis; provided, however, that if such Voting Participant has at any time failed
to fund any portion of its participation or sub-participation when required to do so, then until such time as all amounts of its
participation or sub-participation required to have been funded have been funded, such Voting Participant shall not be entitled
to exercise its voting rights pursuant to the terms of this Section 9.04(g), and the voting rights of the selling Lender
or Voting Participant shall not be correspondingly reduced by the amount of such Voting Participant’s participation or sub-participation
(but shall be subject to the provisions applicable to Defaulting Lenders). To be effective, each Voting Participant Notice must,
with respect to each Voting Participant, (A) state the full name, as well as all contact information required to be included
by a prospective Lender in an Assignment and Assumption and (B) state the Dollar amount of the participation purchased by
such Voting Participant. Any selling Lender (including any existing Voting Participant) and any selling or purchasing Voting Participant
shall notify the Administrative Agent and the Administrative
Borrower within three (3) Business Days of any termination, reduction or increase of the amount of such participation or sub-participation.
The BorrowerBorrowers
and the Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notices and
all other notices delivered pursuant hereto. The voting rights of each Voting Participant are solely for the benefit of such Voting
Participant and shall not inure to any assignee, participant or sub-participant of such Voting Participant that is not a Farm Credit
Lender.


 






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(h)           Any
Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant
to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating
to the BorrowerBorrowers
or the Subsidiaries furnished to such Lender by or on behalf of the BorrowerBorrowers
or the Subsidiaries; provided that, prior to any such disclosure of Information or other information designated by the Administrative
Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby
such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential
information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.


 


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


 


(j)            Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose
funding vehicle (an “SPV”) the option to provide to the BorrowerBorrowers
all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the BorrowerBorrowers
pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make
any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement
(all liability for which shall remain with the Granting Lender). TheEach
Borrower agrees that each SPV shall be entitled to the benefits of Sections 2.14, 2.16, and 2.20 (subject
to the requirements and limitations set forth therein, including the requirements under Section 2.20(e)) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b); provided
that such SPV (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee under Section 9.04(b) and
(B) shall not be entitled to receive any greater payment under Sections 2.14, 2.16, and 2.20 than its
Granting Lender would have been entitled to receive, unless the grant of such option to the SPV is made with the Administrative
Borrower’s prior written consent. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall
survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in
instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any Debtor
Relief Law. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) 
without notice to, or the prior written consent of, theany
Borrower andor
the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the Administrative
Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. Each
Granting Lender shall, acting solely for this purpose as a non-fiduciary agent of the BorrowerBorrowers
(such agency being solely for tax purposes), maintain at one or more of its offices a register on which it enters the name and
address of each SPV and the principal amounts (and stated interest) of each SPV’s interest in the Loans or other rights or
obligations under the Loan Documents (each such register, an “SPV Register”); provided that no
Granting Lender shall have any obligation to disclose all or any portion of any SPV Register (including the identity of any SPV
or any information relating to an SPV’s interest in any Loans or other rights or obligations under any Loan Document) to
any Person except to the extent that such disclosure is necessary to establish that such Loan or other right or obligation is in
registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in an SPV Register shall be conclusive
absent manifest error.


 






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(k)           Notwithstanding
the foregoing or anything to the contrary set forth herein, so long as no Default or Event of Default has occurred and is continuing,
any Lender may, at any time, assign all or a portion of its Term Loans and Term Loan Commitments under this Agreement to an Eligible
Assignee who is or will become, after such assignment is completed, an Affiliated Lender, and any Eligible Assignee that is or
will become, after such transaction is consummated, an Affiliated Lender may make Term Loans or Term Loan Commitments or purchase
outstanding Term Loans or Term Loan Commitments under this Agreement subject to the following limitations:


 


(i)            Affiliated
Lenders will not receive information provided solely to Lenders by the Administrative Agent, the Collateral Agent or any Lender
and will not be permitted to attend, receive notice of or participate in meetings, including any Lender conference calls or meetings,
attended solely by Lenders, the Administrative Agent or the Collateral Agent;


 


(ii)           the
amount of Term Loans and Term Loan Commitments (after giving effect to their purchase) purchased by Affiliated Lenders may not
exceed 25% of the then outstanding principal amount of the Term Loans and Term Loan Commitments;


 


(iii)          no
Affiliated Lender shall be required to make any representation that it is not in possession of any Material Non-Public Information
with respect to the Borrower or itsBorrowers
or their Subsidiaries or their respective securities that has not been disclosed to the Administrative Agent and
Lenders that are not Public Lenders that may be material to a Lender’s decision to participate in such purchase or assignment
as long as such Affiliated Lender shall, prior to such assignment or purchase, identify itself as an Affiliated Lender;


 


(iv)          all
assignments by and to Affiliated Lenders shall be documented with an Affiliated Lender Assignment and Acceptance;


 


(v)           upon
request by the Administrative Agent in connection with any amendment or waiver pursuant to Section 9.08, theeach
Borrower hereby agrees to deliver a schedule of all Affiliated Lenders within three (3) Business Days after written request
therefor;


 


(vi)          the
Administrative Agent shall have no obligation or liability to monitor or review any Affiliated Lender’s compliance with this
Section 9.04(k) and each Affiliated Lender hereby agrees not to make or bring any claim, in its capacity as Lender,
against the Administrative Agent, any other Agent or any Lender with respect to the duties and obligations of such Persons under
this Agreement and the other Loan Documents;


 






    	 	146	 



     


    

 


(vii)         notwithstanding
anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining
whether the Required Lenders have (1) consented (or not consented) to any amendment, modification, waiver, consent or other
action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (2) otherwise acted
on any matter related to any Loan Document, or (3) directed or required any Agent or any Lender to undertake any action (or
refrain from taking any action) with respect to or under any Loan Document, all Affiliated Lenders shall be deemed to have voted
in the same proportion as non-Affiliated Lenders voting on such matter for purposes of calculating whether the Required Lenders
have taken any actions; provided that (x) such Affiliated Lender shall be permitted to vote if such amendment, waiver
or modification disproportionately affects such Affiliated Lender in its capacity as Lender as compared to other Lenders; (y) no
amendment, modification or waiver shall deprive any Affiliated Lender of its share of any payments which the Lenders are entitled
to share on a pro rata basis; and (z) such Affiliated Lender shall be permitted to vote if such amendment, modification or
waiver would increase its commitment, extend or postpone the final maturity or scheduled date of amortization of its Loans, reduce
the principal, interest or fees applicable to its Loans or release all or substantially all of the value of the Guarantees or release
Liens on all or substantially all of the Collateral; and


 


(viii)        notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, if a proceeding
under any Debtor Relief Law shall be commenced by or against theany
Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes
and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated
Lender in the same proportion as non-Affiliated Lenders voting on such matter; provided that such Affiliated Lender shall be entitled
to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection
with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated
Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar
Obligations held by Lenders that are not Affiliates of the BorrowerBorrowers.


 


(l)            Notwithstanding
anything to the contrary contained in this Section 9.04 or any other provision of this Agreement, each Lender shall
have the right at any time to sell, assign or transfer all or a portion of its Term Loans to the Administrative
Borrower on a non pro rata basis, subject to the following limitations:


 


(i)            no
Default or Event of Default has occurred and is then continuing, or would immediately result therefrom;


 


(ii)           the
Administrative Borrower shall repurchase such Term
Loans through either (x) conducting one or more modified Dutch auctions or other buy-back offer processes (each, an “Offer
Process”) with a third party financial institution as auction agent to repurchase all or any portion of the applicable
Class of Term Loans on a pro rata basis; provided that (A) notice of such Offer Process shall be made to all Term Loan
Lenders in such Class and (B) such Offer Process is conducted pursuant to procedures mutually established by the Administrative
Agent and the Administrative Borrower which are consistent
with this Section 9.04(l) or (y) open market purchases on a non-pro rata basis;


 






    	 	147	 



     


    

 


(iii)          with
respect to all repurchases made by the Administrative
Borrower pursuant to this Section 9.04(l), the Administrative
Borrower shall not be required to make any representation that it is not in possession of any Material Non-Public Information with
respect to the Borrower or itsBorrowers
or their Subsidiaries or their respective securities that has not been disclosed to the Administrative Agent and
Lenders that are not Public Lenders that may be material to a Lender’s decision to participate in such purchase or assignment
as long as the Administrative Borrower shall, prior
to such assignment or purchase, identify itself as such;


 


(iv)          the
Administrative Borrower shall not use the proceeds
of any Revolving Loans or Swing Line Loans to acquire such Term Loans;


 


(v)           the
assigning Lender and the Administrative Borrower shall
execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; and


 


(vi)          following
repurchase by the Administrative Borrower pursuant
to this Section 9.04(l), the Term Loans so repurchased shall, without further action by any Person, be deemed immediately
canceled for all purposes and no longer outstanding (and may not be resold by the Administrative
Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to the making of, or the
application of, any payments to the Lenders under this Agreement or any other Loan Document, the remaining scheduled amortization
payments relating to the Term Loans so repurchased shall be ratably reduced on account thereof. In connection with any Term Loans
repurchased and canceled pursuant to this Section 9.04(l), the Administrative Agent is authorized to make appropriate
entries in the Register to reflect any such cancellation.


 


Section 9.05       Expenses;
Indemnity. (a) TheEach
Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Swing Line Lender and each Issuing Bank in connection
with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) all reasonable documented
out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent,
the Collateral Agent, any Issuing Bank, the Swing Line Lender or any Lender in connection with the enforcement or protection of
its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit
issued hereunder, including the fees, charges and disbursements of Latham & Watkins LLP, counsel for the Administrative
Agent and the Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable
specialty and additional conflict counsel for each such affected Lenders or Agents or groups of affected Lenders or Agents, as
applicable, in the event of any actual or perceived conflict of interest.


 






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(b)           TheEach
Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents and the Co-Documentation
Agents, each Issuing Bank, the Swing Line Lender, each Lender and each Related Party of any of the foregoing Persons (each such
Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities, Taxes and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the Credit Facilities, the
execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance
by the parties thereto of their respective obligations thereunder and, in their capacities hereunder or in connection with or related
to this Agreement, the consummation of the Transactions and the other transactions contemplated thereby (including the syndication
of the Credit Facilities), (ii) the use of the proceeds or the proposed use of proceeds of the Loans or issuance of Letters
of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee
is a party thereto (and regardless of whether such matter is initiated by a third party or by theany
Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of
Hazardous Materials on any property currently or formerly owned or operated by theany
Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to theany
Borrower or any of the Subsidiaries; provided that the indemnity under this Section 9.05(b) shall not,
as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, gross negligence
or willful misconduct of such Indemnitee. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)           To
the extent that theany
Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Bank
or the Swing Line Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to the Administrative Agent, the Collateral Agent, such Issuing Bank or the Swing Line Lender, as the case may be, such Lender’s
pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, such Issuing Bank or the Swing
Line Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based
upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time
(in each case, determined as if no Lender were a Defaulting Lender).


 


(d)           To
the extent permitted by applicable Law, each party hereto agrees that it shall not assert, and hereby waives, any claim against
any other party hereto or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement
or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)           The
provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of
the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration
of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent,
any Lender or any Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.


 






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Section 9.06       Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of their
respective Affiliates who is owed Obligations is hereby authorized at any time and from time to time, except to the extent prohibited
by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Person to or for the credit or the account of theany
Borrower or any other Loan Party against any of and all the obligations of theany
Borrower or any other Loan Party now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective
of whether or not such Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other
Loan Document and although such obligations of thesuch
Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or
such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be
paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for
the benefit of the Agents, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it
exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 9.06
are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective
Affiliates may have. Each Lender and each Issuing Bank agrees to notify the Administrative
Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give
such notice shall not affect the validity of such setoff and application.


 


Section 9.07       Applicable
Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT
OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER
LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (OTHER THAN LETTERS OF CREDIT
AND AS EXPRESSLY SET FORTH IN THE OTHER LOAN DOCUMENTS) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF
THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE RULES OF THE “INTERNATIONAL STANDBY
PRACTICES 1998” PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE (OR SUCH LATER VERSION THEREOF
AS MAY BE IN EFFECT AT THE TIME OF ISSUANCE) SHALL APPLY TO SUCH LETTER OF CREDIT.


 


Section 9.08      Waivers;
Amendments. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank
in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Collateral Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other
or further notice or demand in similar or other circumstances.


 






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(b)           Neither
this Agreement, any other Loan Document (other than the Fee Letter) nor any provision hereof or thereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered into by the applicable Loan Party or Loan Parties
party thereto and the Required Lenders (or, as applicable, the Administrative Agent or the Collateral Agent upon the direction
of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount
of, or extend the maturity of or any scheduled principal payment date or date for the payment or mandatory prepayment of any principal,
interest or fees on any Loan or any date for reimbursement of an L/C Disbursement, or forgive, waive or excuse any such payment
or any part thereof, or decrease the rate of interest (other than the Default Rate) or fees on any Commitment, Loan or L/C Disbursement,
without the prior written consent of each Lender directly adversely affected thereby (for the avoidance of doubt, it is understood
that only the consent of the BorrowerBorrowers
and the Required Lenders shall be necessary to waive, amend or modify any financial covenant hereunder (or any defined term used
therein) even if the effect of such waiver, amendment or modification would be to reduce the rate of interest on any Loan, Letter
of Credit or L/C Disbursement or to reduce any fee payable hereunder, in each case, to the extent such interest or fee is not yet
accrued, due and payable), (ii) increase or extend the Commitment or decrease the amount of or extend the date for payment
of any Fees or fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata
requirements of Section 2.17, the provisions of clause (x) of the first sentence of Section 9.04(a) or
the provisions of this Section 9.08, release any Guarantor (other than in connection with the disposition of such Guarantor
in a transaction permitted by Section 6.05), or release all or substantially all of the Collateral, without the prior
written consent of each Lender, (iv) amend the provisions of Section 7.2 of the Guarantee and Collateral
Agreement in a manner that directly and adversely affects any Qualified Counterparty, without the prior written consent of such
Qualified Counterparty, (v) change the provisions of any Loan Document in a manner that by its terms adversely affects the
rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans
of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each adversely affected Class, (vi) modify the protections afforded to an SPV pursuant to the provisions
of Section 9.04(j) without the written consent of such SPV, (vii) reduce the percentage contained in the
definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that
with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination
of the Required Lenders on substantially the same basis as the Commitments on the Original Closing Date), or (viii) impose
any additional restrictions on any Lender’s ability to assign any of its rights or obligations hereunder (including any amendment
to Section 9.04) without the prior written consent of the Lenders adversely affected thereby; provided, however,
that, notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to consent to any such amendment,
modification or waiver, other than any such amendment, modification or waiver which affects the rights or obligations of a Defaulting
Lender differently than the rights or obligations of the other Lenders or increases or extends the Commitment of, or forgives or
decreases the principal amount of, or extends the maturity of any scheduled principal payment date or date for the payment of any
interest on any Loan of, such Defaulting Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swing Line Lender, or any Issuing Bank hereunder
or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Swing
Line Lender or such Issuing Bank, as applicable.


 


(c)           Notwithstanding
the foregoing, (i) the Administrative Agent and the BorrowerBorrowers
may amend any Loan Document to (1) cure any ambiguity, omission, mistake, defect or inconsistency or (2) make any change
that would provide an additional right or benefit to the Lenders or any Issuing Bank (and which is not adverse to any Lender or
any Issuing Bank), so long as, in each case, such changes shall not be materially adverse to the Lenders and the Lenders shall
have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have
received, within five (5) Business Days following the date of such notice to the Lenders, written notice from (x) the
Required Lenders stating that the Required Lenders object to such amendment or (y) if affected by such amendment, any Issuing
Bank or the Swing Line Lender stating that it objects to such amendment and (ii) the Administrative Agent, the BorrowerBorrowers,
the Swing Line Lender and the Issuing Banks may amend this Agreement in accordance with Sections 2.24(k), 2.25 and
2.26 and (iii) the Fee Letter may be amended by the parties thereto in accordance with its terms. Notwithstanding anything
to the contrary contained herein, any such amendments shall become effective without any further consent of any other party to
such Loan Document.


 






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(d)           In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the
BorrowerBorrowers
and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term
Loans of a given Class (such loans to be refinanced, the “Refinanced Term Loans”) with a replacement
term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal
amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the
Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans,
(c) the final maturity date of such Refinanced Term Loans shall not be earlier than the final maturity date of the Refinanced
Term Loans at the time of such refinancing, (d) the weighted average life to maturity of such Replacement Term Loans shall
not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (e) all
other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing
such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for
covenants and other terms applicable to any period after the Latest Maturity Date.


 


Section 9.09       Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan
or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such
Loan or participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in
respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation
but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.


 


Section 9.10       Entire
Agreement. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof and thereof. Any other previous agreement among the parties with respect to the subject matter hereof
and thereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents,
expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors
and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent
expressly contemplated hereby, the Indemnitees and the Related Parties of each of the Administrative Agent, the Collateral Agent,
the Issuing Banks and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the
other Loan Documents.


 


Section 9.11      WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.11.


 






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Section 9.12      Severability.
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision
in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


Section 9.13      Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided
in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile transmission or in other
electronic (e.g., “pdf” or “tif”) format shall be as effective as delivery of a manually signed
counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like
import in any Loan Documents, Assignment and Acceptance or Affiliated Lender Assignment and Acceptance shall be deemed to include
electronic signatures 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 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.


 


Section 9.14       Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section 9.15      Jurisdiction;
Consent to Service of Process. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and
its property (and, in the case of theany
Borrower, its Restricted Subsidiaries and their property) to the exclusive jurisdiction of any New York State court or the
Federal court of the Southern District of New York, in each case located in the Borough of Manhattan, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition
or enforcement of any judgment (except to the extent the Collateral Agent requires submission to any other jurisdiction in connection
with the exercise of any rights under any Security Document or the enforcement of any judgment), and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Loan Parties or their properties in the courts of any jurisdiction.


 


(b)           Each
party hereto hereby irrevocably and unconditionally waives, on behalf of itself and the other Loan Parties, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement or any other Loan Document in any New York State or Federal court
referred to in paragraph (a) of this Section 9.15. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 






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(c)           Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by
law.


 


Section 9.16      Confidentiality.
Each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality
of the Information, except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees,
controlling persons, and agents, including accountants, legal counsel and other advisors, including any numbering, administration
or settlement service providers (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory
authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), including audits or examinations
conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the
exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement
of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of
this Section 9.16 or in accordance with standard syndication processes or customary market standards for dissemination
of such Information, which shall in any event require “click through” or other affirmative actions on the part of the
recipient to access such information, to (i) any actual or prospective assignee of or participant in any of its rights or
obligations under this Agreement and the other Loan Documents, (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Administrative
Borrower or any Subsidiary or any of their respective obligations or (iii) any other Lender, Agent or Affiliate of a Lender
or Agent, (f) to rating agencies, (g) with the consent of the Administrative
Borrower, (h) to the extent such Information is independently developed by such Person, (i) to market data collectors,
similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration
and management of this Agreement, the other Loan Documents and the Commitments; provided that such Person is advised of
the provisions of this Section 9.16, or (j) to the extent such Information becomes publicly available or is received
by such Person from a third party other than as a result of a breach of this Section 9.16; provided, unless
specifically prohibited by applicable law or court order, each of the Administrative Agent, the Collateral Agent, the Issuing Banks
and the Lenders shall make reasonable efforts to notify the Administrative
Borrower of any request or disclosure pursuant to clause (c) above prior to disclosure thereof (except with respect
to any audit or examination conducted by bank accountants or regulatory authority exercising examination or regulatory authority).
 “Information” shall mean all information received from theany
Borrower and related to the Loan Parties or their respective businesses, other than any such information that was available to
the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender on a non-confidential basis prior to its disclosure
by theany
Borrower; provided that, in the case of Information received from the Administrative
Borrower after the Original Closing Date, such information shall be deemed confidential unless marked “PUBLIC” in accordance
with Section 9.01. Any Person required to maintain the confidentiality of Information as provided in this Section 9.16
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain
the confidentiality of such Information as such Person would accord its own confidential information.


 






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Section 9.17       Lender
Action. Each Lender agrees that it shall not take or institute any action or proceeding, judicial or otherwise, for any
right or remedy against any Loan Parties under any Loan Document (including the exercise of any right of setoff, rights on account
of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise
commence any remedial procedures, with respect to any Collateral or any other property of any of the Loan Parties, unless expressly
provided for herein or in any other Loan Document, without the prior written consent of the Administrative Agent and the Collateral
Agent. The provisions of this Section 9.17 are for the sole benefit of the Agents and the Lenders and shall not afford
any right to, or constitute a defense available to, any of the Loan Parties.


 


Section 9.18      USA
PATRIOT Act Notice. Each Lender, each Issuing Bank and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the BorrowerBorrowers
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
the BorrowerBorrowers
and the other Loan Parties, which information includes the name and address of theeach
Borrower and the other Loan Parties and other information that will allow such Lender, such Issuing Bank or the Administrative
Agent, as applicable, to identify the BorrowerBorrowers
and the other Loan Parties in accordance with the USA PATRIOT Act.


 


Section 9.19       No
Fiduciary Duty. The Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender and their Affiliates (collectively,
solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with
those of the Borrower and itsBorrowers
and the Subsidiaries, equityholders and/or Affiliates.  TheEach
Borrower hereby agrees, on behalf of itself and each of the other Loan Parties, that nothing in the Loan Documents or otherwise
will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on
the one hand, and the BorrowerBorrowers,
the other Loan Parties, and their respective Subsidiaries, equityholders or Affiliates, on the other.  TheEach
Borrower acknowledges and agrees, on behalf of itself and each of the other Loan Parties, that (i) the transactions contemplated
by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial
transactions between the Lenders, on the one hand, and the Loan Parties, on the other, (ii) in connection therewith and with
the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the BorrowerBorrowers,
the other Loan Parties, their respective equityholders and/or Affiliates with respect to the transactions contemplated hereby (or
the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has
advised, is currently advising or will advise the BorrowerBorrowers,
the other Loan Parties, and their respective Subsidiaries, equityholders or Affiliates on other matters) or any other obligation
to the Loan Parties except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely
as principal and not as the agent or fiduciary of the BorrowerBorrowers,
the other Loan Parties, or their respective management, equityholders, creditors or any other Person, (iii) it has consulted
its own legal and financial advisors to the extent it has deemed appropriate and it is responsible for making its own independent
judgment with respect to the Transactions and the process leading thereto, and (iv) it will not claim that any Arrangers,
the Co-Syndication Agents, the Co-Documentation Agents, Agent, Issuing Bank or Lender has rendered advisory services of any
nature or respect, or owes a fiduciary or similar duty to it in connection with such transaction or the process leading thereto,
and agrees that each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank or Lender shall have no liability
(whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on its behalf.


 






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Section 9.20       Affiliate
Activities. TheEach
Borrower acknowledges that (1) each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank and Lender
(and their respective subsidiaries and Affiliates) is a full service securities firm engaged, either directly or through Affiliates,
in various activities, including securities trading, investment banking and financial advisory, investment management, principal
investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals,
(2) in the ordinary course of these activities, they may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own respective
accounts and for the accounts of their respective customers and may at any time hold long and short positions in such securities
and/or instruments, (3) such investment and other activities may involve securities and instruments of the Borrower
and itsBorrowers and their Subsidiaries
and Affiliates, as well as of other entities and Persons and their Affiliates which may (i) be involved in transactions arising
from or relating to the Transaction contemplated hereby and by the other Loan Documents, (ii) be customers or competitors
of the Borrower and itsBorrowers
and their Affiliates, or (iii) have other relationships with the Borrower
and itsBorrowers and their Affiliates,
(4) each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank and Lender (and their respective
subsidiaries and Affiliates) may (i) provide investment banking, underwriting and financial advisory services to such other
entities and Persons, or (ii) co-invest with, make direct investments in, and invest or co-invest client monies in or with
funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments
in securities of the Borrower and itsBorrowers
and their Subsidiaries and Affiliates or such other entities and (5) the transactions contemplated by this
Agreement and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred
to in this Section.


 


Section 9.21     Joint
and Several Liability; Postponement of Subrogation. (a) The obligations of the Borrowers hereunder and under the other
Loan Documents shall be joint and several and, as such, each Borrower shall be liable for all of such obligations of the other
Borrower under this Agreement and the other Loan Documents. To the fullest extent permitted by law, the liability of each Borrower
for the obligations under this Agreement and the other Loan Documents of the other Borrower shall be absolute, unconditional and
irrevocable, without regard to (i) the validity or enforceability of this Agreement or any other Loan Document, any of the
obligations hereunder or thereunder or any other collateral security therefor or guarantee or right of offset with respect thereto
at any time or from time to time held by any Secured Party, (ii) any defense, set-off or counterclaim which may at any time
be available to or be asserted by the other Borrower or any other Person against any Secured Party or (iii) any other circumstance
whatsoever (with or without notice to or knowledge of the other Borrower or such Borrower) which constitutes, or might be construed
to constitute, an equitable or legal discharge of the other Borrower for the obligations hereunder or under any other Loan Document,
or of such Borrower under this Section 9.21, in bankruptcy or in any other instance. Each Borrower, jointly and severally,
hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with
the other Borrower, with respect to the payment and performance of all of the Obligations (including any Obligations arising under
this Section 9.21), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations
of each Borrower without preferences or distinction among them.


 


(b)           Each
Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Agreement,
by any payments made hereunder or otherwise, until the prior payment in full in cash of all of the obligations hereunder and under
the other Loan Documents, the termination or expiration of all Letters of Credit and the permanent termination of all Commitments.
Any amount paid to any Borrower on account of any such subrogation rights prior to the payment in full in cash of all of the obligations
hereunder and under the other Loan Documents, the termination or expiration of all Letters of Credit and the permanent termination
of all Commitments shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative
Agent for the benefit of the Secured Parties and credited and applied against the obligations of the Borrowers, whether matured
or unmatured, in such order as the Administrative Agent shall elect. In furtherance of the foregoing, for so long as any obligations
of any Borrower hereunder, any Letters of Credit or any Commitments remain outstanding hereunder or under the other Loan Documents,
each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower (or any of its successors
or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made
in respect of the obligations hereunder or under the other Loan Documents of such other Borrower to any Secured Party.


 






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(c)           The
provisions of this Section 9.21 are made for the benefit of the Agents, the other Secured Parties and their respective successors
and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may
arise and without requirement on the part of any Agent, any other Secured Party or any of their respective successors or assigns
first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies
available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations
hereunder or to elect any other remedy. The provisions of this Section 9.21 shall remain in effect until all of the Obligations
shall have been paid in full in accordance with the express terms of this Agreement. If at any time, any payment, or any part thereof,
made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or any other Secured
Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 9.21
will forthwith be reinstated in effect, as though such payment had not been made.


 


(d)           Except
as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability,
notice of any Loans or Letters of Credit made or issued under or pursuant to this Agreement, notice of the occurrence of any Default,
Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any
Agent or any other Secured Party under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages
and, generally, to the extent permitted by Law, all demands, notices and other formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension
or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations,
the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Agent or any other Secured
Party at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant,
condition or provision of this Agreement, any and all other indulgences whatsoever by any Agent or any other Secured Party in respect
of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any
security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting
the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of
any Agent or any other Secured Party with respect to the failure by any Borrower to comply with any of its respective Obligations,
including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully
with applicable Laws or regulations thereunder, which might, but for the provisions of this Section 9.21 afford grounds for
terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 9.21,
it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of
each Borrower under this Section 9.21 shall not be discharged except by performance and then only to the extent of such performance.
The Obligations of each Borrower under this Section 9.21 shall not be diminished or rendered unenforceable by any winding
up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, any Agent or any
other Secured Parties.


 






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Section 9.22     Acknowledgement
Regarding Any Supported QFCs. (a) To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Hedging 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 set forth in the following paragraph
(b) 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).


 


(b)           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.


 


Section 9.23    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 Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that
at least one of the following is and will be true:


 


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


 


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


 






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(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 Administrative Agent, in its sole discretion,
and such Lender.


 


(b)           In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit
of any Borrower or any other Loan Party, that the Administrative 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 Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


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