EX-10.1




 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER 

This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of August 13,
2019, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below)
(in such capacity, the “Administrative Agent”), the Lenders party hereto (each, a “Consenting Lender”), and the undersigned Guarantors. Each capitalized term used and not otherwise defined in this Amendment has the
definition specified in the Credit Agreement described below. 
 RECITALS: 

A. The Borrower, the Guarantors, the Administrative Agent and certain financial institutions party thereto from time to time
(the “Lenders”) have entered into that certain Credit Agreement dated as of September 21, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as
amended after giving effect to this Amendment, the “Amended Credit Agreement”), pursuant to which the Lenders have made available to the Borrower a Revolving Facility and a Term Facility. 

B. The Borrower has informed the Administrative Agent and the Lenders that it anticipates being in default of the Consolidated
Net Leverage Ratio requirement contained in Section 7.11(a) of the Credit Agreement for the Measurement Period ending June 30, 2019 (the “Leverage Ratio Default”). 

C. The Borrower has requested that the Credit Agreement be amended as set forth herein and that the Lenders waive the Leverage
Ratio Default. 
 D. The Administrative Agent and the Consenting Lenders are willing to amend the Credit Agreement and waive
the Leverage Ratio Default on the terms and conditions set forth herein. 
 In consideration of the premises and further
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

Section 1. Amendments to Credit Agreement. Subject to the terms and conditions set
forth herein and in reliance upon the representations and warranties set forth herein, as of the date on which this Amendment becomes effective (the “Amendment Effective Date”), the parties hereto hereby agree that the Credit
Agreement (exclusive of the Schedules and Exhibits thereto) shall be amended so that it reads in its entirety as set forth on Annex A hereto. 

Section 2. Waiver. In reliance upon the representations, warranties and covenants of
the Borrower and each other Loan Party contained in this Amendment and the Amended Credit Agreement, and subject to the effectiveness and the terms and conditions of this Amendment, as of the Amendment Effective Date, the Administrative Agent and
the Consenting Lenders hereby waive the Leverage Ratio Default. 
 Section 3. Effectiveness;
Conditions Precedent. This Amendment, and the amendments contained herein, shall not be effective until the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably
acceptable to the Administrative Agent: 
 (i) at least one fully executed copy of this Amendment, duly
executed by each of the Loan Parties, the Administrative Agent and the Required Lenders; and 











 (ii) an executed copy of that certain Fee Letter dated as of
the date hereof, duly executed by the Borrower and Bank of America. 
 Without limiting the generality of the provisions in
Article IX of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its
objection thereto. 
 Section 4. Representations and Warranties. In
order to induce the Administrative Agent and the Consenting Lenders to enter into this Amendment, the Borrower and each Guarantor represents and warrants to the Administrative Agent and the Lenders as follows, in each case after giving effect to the
waiver set forth in Section 2 above: 
 (a) The representations and warranties made by it in Article V of the
Credit Agreement, and by each Loan Party in each of the Loan Documents to which such Loan Party is a party, or in any document furnished at any time under or in connection therewith, are (i) with respect to representations and warranties that
contain a materiality qualification, true and correct in all respects as of the date hereof and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on
and as of the date hereof, except in each case (A) to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of
such earlier date and (B) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b),
respectively; 
 (b) Since the date of the most recent financial reports of the Borrower and its Subsidiaries delivered
pursuant to Section 6.01(a) of the Credit Agreement, no act, event, condition or circumstance has occurred or arisen which, singly or in the aggregate with one or more other acts, events, occurrences or conditions (whenever
occurring or arising), has had or could reasonably be expected to have a Material Adverse Effect; 
 (c) This Amendment has
been duly authorized, executed and delivered by the Borrower and each Guarantor and constitutes a legal, valid and binding obligation of the Borrower and each Guarantor, except as may be limited by general principles of equity or by the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and 

(d) As of the date hereof, no Default or Event of Default has occurred that is continuing. 

Section 5. Entire Agreement. This Amendment, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties
relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation
or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the
subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.01 of the Credit
Agreement. 

  
 2 












 Section 6. Full Force and Effect of
Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to
their respective terms. This Amendment shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth
herein, (ii) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or
agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time other than as expressly set forth herein, or (iii) to be a commitment or any other undertaking or expression of any willingness to
engage in any further discussion with the Borrower, any Loan Party or any other Person with respect to any other waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in
favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”,
“hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby. 

Section 7. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by
telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. 

Section 8. Governing Law; Jurisdiction, Etc. This Amendment shall in all respects be
governed by, and construed in accordance with, the laws of the State of New York, and shall be further subject to the provisions of Sections 11.14 and 11.15 of the Credit Agreement. 

Section 9. Enforceability. Should any one or more of the provisions of this Amendment
be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 

Section 10. Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the Borrower, each Guarantor, the Administrative Agent and each Lender, and their respective successors and assignees to the extent such assignees are permitted assignees as provided in Section 11.06 of the
Credit Agreement. 
 Section 11. Costs and Expenses. In accordance with
Section 11.04(a) of the Credit Agreement, the Borrower hereby agrees to pay on demand all reasonable and documented out-of-pocket expenses of
the Administrative Agent (including the reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with the preparation, execution and delivery of this Amendment and any other related documents. 

Section 12. Release; Indemnification. 

(a) Release. In further consideration of the Administrative Agent’s and the Consenting Lenders’ execution of
this Amendment, the Borrower and the Guarantors, individually and on behalf of their successors (including any trustees or any debtor-in-possession acting on behalf of
the Borrower or a Guarantor), assigns, subsidiaries and affiliates, hereby forever release the Administrative Agent, the Lenders and their successors, assigns, parents, subsidiaries, and affiliates and their officers, employees, directors, agents
and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in


  
 3 












 
equity), and obligations of every nature whatsoever (other than any obligations to advance Loans under and in accordance with the Credit Agreement), whether liquidated or unliquidated, whether
matured or unmatured, whether fixed or contingent that the Borrower or any Guarantor has or may have against the Releasees, or any of them, in each case which arise from or relate to any actions which the Releasees, or any of them, have or may have
taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof (including with respect to the Obligations, any Collateral and any third parties liable in whole or in part for the Obligations);
provided that neither the Borrower nor any Guarantor is waiving any defense to expense reimbursement or indemnification expressly set forth in Section 11.04 of the Amended Credit Agreement. This provision shall survive and continue in full
force and effect whether or not the Borrower shall satisfy all other provisions of the Credit Agreement or the other Loan Documents. 

(b) Related Indemnity. The Borrower and each Guarantor hereby agree that its release of the Releasees set forth in
Section 12(a) shall include an obligation to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including officers,
directors, agents, trustees, creditors, partners or shareholders of the Borrower or any Guarantor or any parent, subsidiary or affiliate of the Borrower or such Guarantor, whether threatened or initiated, asserting any claim for legal or equitable
remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document
executed in connection herewith; provided, that the Borrower shall not be liable for any indemnification to a Releasee to the extent that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results
from (i) the applicable Releasee’s gross negligence, willful misconduct or breach in bad faith, as finally determined by a court of competent jurisdiction, (ii) a claim brought by the Borrower or any other Guarantor against an
Indemnitee for a material breach in bad faith of such Releasee’s obligations under the Credit Agreement or under any other Loan Document if the Borrower or such Guarantor has obtained a final,
non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (iii) a dispute solely among the Releasees and not arising out of any act or omission of the
Borrower or any of its Subsidiaries or Affiliates (other than any claim against an Indemnitee in its capacity or in fulfilling its role as an Arranger, the Administrative Agent, the Swingline Lender or an L/C Issuer under the Credit Agreement). The
foregoing indemnity shall survive the payment in full of the Obligations and the termination of the Credit Agreement and the other Loan Documents. 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

  
 4 












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

			
	BORROWER:
	
	 CHARAH SOLUTIONS, INC., a Delaware corporation

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	GUARANTORS:
	
	 ALLIED POWER HOLDINGS, LLC, a Delaware limited liability company

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 ALLIED POWER INTERNATIONAL, LLC, a Delaware limited liability company

		
	By:	 	 /s/ D. Ron McCall

	 Name:
	 	 D. Ron McCall

	 Title:
	 	 Manager

	
	 ALLIED POWER MANAGEMENT, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Sole Member, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 ALLIED POWER RESOURCES, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Management, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 ALLIED POWER SERVICES, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Management, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 ALLIED POWER SOLE MEMBER, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 ASH MANAGEMENT SERVICES, LLC, a Kentucky limited liability company

		
	 By:
	 	 Charah, LLC

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 CHARAH MANAGEMENT LLC, a Delaware limited liability company

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 CHARAH PLANT SERVICES, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Management, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 CHARAH SOLE MEMBER LLC, a Delaware limited liability company

		
	 By:
	 	 Charah Management LLC,

		 	 its sole member and managing member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 CHARAH, LLC, a Kentucky limited liability company

		
	 By:
	 	 Charah Sole Member LLC,

		 	 its sole member and sole manager

		
	 By:
	 	 Charah Management LLC,

		 	 its sole member and managing member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO

	
	 MERCURY CAPTURE BENEFICIATION, LLC, a Delaware limited liability company

		
	 By:
	 	 Charah, LLC its sole manager

		
	By:	 	 /s/ Scott Sewell

	 Name:
	 	 Scott Sewell

	 Title:
	 	 President and CEO



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	MERCURY CAPTURE INTELLECTUAL PROPERTY, LLC, a Delaware limited liability company
		
	By:	 	Charah, LLC its sole manager
		
	By:	 	 /s/ Scott Sewell

	Name:	 	Scott Sewell
	Title:	 	President and CEO
	
	NUTEK MICRO-GRINDING, LLC, a Connecticut limited liability company
		
	By:	 	Charah, LLC its sole manager
		
	By:	 	 /s/ Scott Sewell

	Name:	 	Scott Sewell
	Title:	 	President and CEO
	
	SCB INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company
		
	By:	 	Charah, LLC its sole member and sole manager
		
	By:	 	 /s/ Scott Sewell

	Name:	 	Scott Sewell
	Title:	 	President and CEO
	
	SCB TRADING, LLC, a Connecticut limited liability company
		
	By:	 	Charah, LLC its sole manager
		
	By:	 	 /s/ Scott Sewell

	Name:	 	Scott Sewell
	Title:	 	President and CEO


 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	ADMINISTRATIVE AGENT:
	
	 BANK OF AMERICA, N.A.,

	 as Administrative Agent

		
	 By:
	 	 /s/ Charlene Wright-Jones

	 Name:
	 	 Charlene Wright-Jones

	 Title:
	 	 Vice President



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	LENDERS:
	
	 BANK OF AMERICA, N.A.,

	 as a Lender, L/C Issuer and Swingline Lender

		
	 By:
	 	 /s/ G. Christopher Miller

	 Name:
	 	 G. Christopher Miller

	 Title:
	 	 Senior Vice President



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 REGIONS BANK,

as a Lender

		
	 By:
	 	 /s/ Adam Muhib

	 Name:
	 	 Adam Muhib

	 Title:
	 	 Director



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 FIFTH THIRD BANK,

as a Lender

		
	 By:
	 	 /s/ David R. Garcia

	 Name:
	 	 David R. Garcia

	 Title:
	 	 Vice President



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 FIRST TENNESSEE BANK NATIONAL ASSOCIATION,

as a Lender

		
	 By:
	 	 /s/ Jim Hennigan

	 Name:
	 	 Jim Hennigan

	 Title:
	 	 Senior Vice President



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 SYNOVUS BANK,

as a Lender

		
	 By:
	 	 /s/ Joseph Dillingham

	 Name:
	 	 Joseph Dillingham

	 Title:
	 	 Director, Middle Market Banking



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 PINNACLE BANK,

as a Lender

		
	 By:
	 	 /s/ Deborah A. Flack

	 Name:
	 	 Deborah A. Flack

	 Title:
	 	 Senior Vice President



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 
			
	 U.S. BANK NATIONAL ASSOCIATION,

as a Lender

		
	 By:
	 	 /s/ David C. Heyson

	 Name:
	 	 David C. Heyson

	 Title:
	 	 Senior Vice President



 Charah Solutions, Inc. 

Amendment No. 2 to Credit Agreement 

Signature Page 











 ANNEX A 

Annex A 
 See
attached. 











 ANNEX A 
  

 
  

Published CUSIP Number: 15957UAA2 

Revolver CUSIP Number: 15957UAB0 

Closing Date Term Loan CUSIP Number: 15957UAC8 

Delayed Draw Term Loan CUSIP Number: 15957UAD6 

CREDIT AGREEMENT 
 Dated as
of September 21, 2018, and as amended 
 through Amendment No. 2 dated as of August 13, 2019 

among 
 CHARAH SOLUTIONS, INC.,

 as the Borrower, 

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, 

as the Guarantors, 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent, Swingline Lender and L/C Issuer, 

and 
 THE LENDERS PARTY HERETO

 BOFA SECURITIES, INC. 

and 
 REGIONS CAPITAL MARKETS, A
DIVISION OF REGIONS BANK, 
 as Joint Lead Arrangers and Joint Bookrunners 

REGIONS BANK, 
 as
Syndication Agent 
 FIFTH THIRD BANK, 

as Documentation Agent 
  

 
  











 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I
	 	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
			
	 1.01
	 	Defined Terms	  	 	1	 
	 1.02
	 	Other Interpretive Provisions	  	 	37	 
	 1.03
	 	Accounting Terms	  	 	38	 
	 1.04
	 	Rounding	  	 	39	 
	 1.05
	 	Times of Day	  	 	39	 
	 1.06
	 	Letter of Credit Amounts; Rates	  	 	39	 
	 1.07
	 	UCC Terms	  	 	39	 
	 1.08
	 	Limited Condition Acquisitions and Financial Covenants	  	 	39	 
			
	 ARTICLE II
	 	COMMITMENTS AND CREDIT EXTENSIONS	  	 	40	 
			
	 2.01
	 	Loans	  	 	40	 
	 2.02
	 	Borrowings, Conversions and Continuations of Loans	  	 	41	 
	 2.03
	 	Letters of Credit	  	 	42	 
	 2.04
	 	Swingline Loans	  	 	50	 
	 2.05
	 	Prepayments	  	 	54	 
	 2.06
	 	Termination or Reduction of Commitments	  	 	57	 
	 2.07
	 	Repayment of Loans	  	 	58	 
	 2.08
	 	Interest and Default Rate	  	 	59	 
	 2.09
	 	Fees	  	 	59	 
	 2.10
	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	60	 
	 2.11
	 	Evidence of Debt	  	 	61	 
	 2.12
	 	Payments Generally; Administrative Agent’s Clawback	  	 	62	 
	 2.13
	 	Sharing of Payments by Lenders	  	 	64	 
	 2.14
	 	Cash Collateral	  	 	65	 
	 2.15
	 	Defaulting Lenders	  	 	66	 
			
	 ARTICLE III
	 	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	68	 
			
	 3.01
	 	Taxes	  	 	68	 
	 3.02
	 	Illegality	  	 	73	 
	 3.03
	 	Inability to Determine Rates	  	 	73	 
	 3.04
	 	Increased Costs	  	 	75	 
	 3.05
	 	Compensation for Losses	  	 	77	 
	 3.06
	 	Mitigation Obligations; Replacement of Lenders	  	 	77	 
	 3.07
	 	Survival	  	 	78	 
			
	 ARTICLE IV
	 	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	78	 
			
	 4.01
	 	Conditions of Initial Credit Extension	  	 	78	 
	 4.02
	 	Conditions to all Credit Extensions	  	 	81	 
			
	 ARTICLE V
	 	REPRESENTATIONS AND WARRANTIES	  	 	82	 
			
	 5.01
	 	Existence, Qualification and Power	  	 	82	 
	 5.02
	 	Authorization; No Contravention	  	 	82	 
	 5.03
	 	Governmental Authorization; Other Consents	  	 	82	 
	 5.04
	 	Binding Effect	  	 	82	 
	 5.05
	 	Financial Statements; No Material Adverse Effect	  	 	83	 
	 5.06
	 	Litigation	  	 	83	 
	 5.07
	 	No Default	  	 	83	 


  
 -i- 













 TABLE OF CONTENTS 

 


							
	 	 	 	  	Page	 
	 5.08
	 	Ownership of Property	  	 	84	 
	 5.09
	 	Environmental Compliance	  	 	84	 
	 5.10
	 	Insurance	  	 	84	 
	 5.11
	 	Taxes	  	 	85	 
	 5.12
	 	ERISA Compliance	  	 	85	 
	 5.13
	 	Margin Regulations; Investment Company Act	  	 	86	 
	 5.14
	 	Disclosure	  	 	86	 
	 5.15
	 	Compliance with Laws	  	 	86	 
	 5.16
	 	Solvency	  	 	87	 
	 5.17
	 	Casualty, Etc.	  	 	87	 
	 5.18
	 	Sanctions Concerns and Anti-Corruption Laws	  	 	87	 
	 5.19
	 	Responsible Officers	  	 	87	 
	 5.20
	 	Subsidiaries; Equity Interests; Loan Parties	  	 	87	 
	 5.21
	 	Collateral Representations	  	 	88	 
	 5.22
	 	Intellectual Property; Licenses, Etc.	  	 	88	 
	 5.23
	 	Labor Matters	  	 	88	 
	 5.24
	 	EEA Financial Institutions	  	 	88	 
	 5.25
	 	Beneficial Ownership Certification	  	 	89	 
	 5.26
	 	Covered Entities	  	 	89	 
	 No Loan Party is a Covered Entity (a defined in Section 11.21)
	  	 	89	 
			
	 ARTICLE VI
	 	AFFIRMATIVE COVENANTS	  	 	89	 
			
	 6.01
	 	Financial Statements	  	 	89	 
	 6.02
	 	Certificates; Other Information	  	 	90	 
	 6.03
	 	Notices	  	 	92	 
	 6.04
	 	Payment of Taxes	  	 	92	 
	 6.05
	 	Preservation of Existence, Etc.	  	 	92	 
	 6.06
	 	Maintenance of Properties	  	 	93	 
	 6.07
	 	Maintenance of Insurance	  	 	93	 
	 6.08
	 	Compliance with Laws	  	 	94	 
	 6.09
	 	Books and Records	  	 	94	 
	 6.10
	 	Inspection Rights	  	 	94	 
	 6.11
	 	Use of Proceeds	  	 	94	 
	 6.12
	 	Covenant to Guarantee Obligations	  	 	95	 
	 6.13
	 	Covenant to Give Security	  	 	95	 
	 6.14
	 	Further Assurances	  	 	96	 
	 6.15
	 	Compliance with Environmental Laws	  	 	96	 
	 6.16
	 	Anti-Corruption Laws	  	 	96	 
	 6.17
	 	Deposit Account, Lockbox and Treasury Services	  	 	96	 
	 6.18
	 	Post-Closing Obligations	  	 	97	 
			
	 ARTICLE VII
	 	NEGATIVE COVENANTS	  	 	97	 
			
	 7.01
	 	Liens	  	 	97	 
	 7.02
	 	Indebtedness	  	 	98	 
	 7.03
	 	Investments	  	 	100	 
	 7.04
	 	Fundamental Changes	  	 	101	 
	 7.05
	 	Dispositions	  	 	101	 
	 7.06
	 	Restricted Payments	  	 	102	 
	 7.07
	 	Change in Nature of Business	  	 	103	 


  
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 TABLE OF CONTENTS 

 


							
	 	 	 	  	Page	 
	 7.08
	 	Transactions with Affiliates	  	 	103	 
	 7.09
	 	Burdensome Agreements	  	 	103	 
	 7.10
	 	Use of Proceeds	  	 	104	 
	 7.11
	 	Financial Covenants	  	 	104	 
	 7.12
	 	Amendments of Organization Documents/Riverbend/Sutton Contract; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes	  	 	105	 
	 7.13
	 	Sale and Leaseback Transactions	  	 	105	 
	 7.14
	 	Sanctions	  	 	105	 
	 7.15
	 	Anti-Corruption Laws	  	 	105	 
	 7.16
	 	Payments and Modifications of Subordinated Debt	  	 	105	 
			
	 ARTICLE VII
	 	EVENTS OF DEFAULT AND REMEDIES	  	 	106	 
			
	 8.01
	 	Events of Default	  	 	106	 
	 8.02
	 	Remedies upon Event of Default	  	 	108	 
	 8.03
	 	Application of Funds	  	 	108	 
	 8.04
	 	Borrower’s Right to Cure	  	 	109	 
			
	 ARTICLE IX
	 	ADMINISTRATIVE AGENT	  	 	110	 
			
	 9.01
	 	Appointment and Authority	  	 	110	 
	 9.02
	 	Rights as a Lender	  	 	111	 
	 9.03
	 	Exculpatory Provisions	  	 	111	 
	 9.04
	 	Reliance by Administrative Agent	  	 	113	 
	 9.05
	 	Delegation of Duties	  	 	113	 
	 9.06
	 	Resignation of Administrative Agent	  	 	113	 
	 9.07
	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	115	 
	 9.08
	 	No Other Duties, Etc.	  	 	115	 
	 9.09
	 	Administrative Agent May File Proofs of Claim; Credit Bidding	  	 	115	 
	 9.10
	 	Collateral and Guaranty Matters	  	 	116	 
	 9.11
	 	Secured Cash Management Agreements and Secured Hedge Agreements	  	 	117	 
	 9.12
	 	Lender ERISA Representation	  	 	118	 
			
	 ARTICLE X
	 	CONTINUING GUARANTY	  	 	120	 
			
	 10.01
	 	Guaranty	  	 	120	 
	 10.02
	 	Rights of Lenders	  	 	120	 
	 10.03
	 	Certain Waivers	  	 	120	 
	 10.04
	 	Obligations Independent	  	 	121	 
	 10.05
	 	Subrogation	  	 	121	 
	 10.06
	 	Termination; Reinstatement	  	 	121	 
	 10.07
	 	Stay of Acceleration	  	 	121	 
	 10.08
	 	Condition of Borrower	  	 	122	 
	 10.09
	 	Appointment of Borrower	  	 	122	 
	 10.10
	 	Right of Contribution	  	 	122	 
	 10.11
	 	Keepwell	  	 	122	 


  
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 TABLE OF CONTENTS 

 


							
	 	 	 	  	Page	 
	 ARTICLE XI
	 	MISCELLANEOUS	  	 	123	 
			
	 11.01
	 	Amendments, Etc.	  	 	123	 
	 11.02
	 	Notices; Effectiveness; Electronic Communications	  	 	125	 
	 11.03
	 	No Waiver; Cumulative Remedies; Enforcement	  	 	127	 
	 11.04
	 	Expenses; Indemnity; Damage Waiver	  	 	127	 
	 11.05
	 	Payments Set Aside	  	 	129	 
	 11.06
	 	Successors and Assigns	  	 	130	 
	 11.07
	 	Treatment of Certain Information; Confidentiality	  	 	136	 
	 11.08
	 	Right of Setoff	  	 	137	 
	 11.09
	 	Interest Rate Limitation	  	 	138	 
	 11.10
	 	Counterparts; Integration; Effectiveness	  	 	138	 
	 11.11
	 	Survival of Representations and Warranties	  	 	138	 
	 11.12
	 	Severability	  	 	138	 
	 11.13
	 	Replacement of Lenders	  	 	139	 
	 11.14
	 	Governing Law; Jurisdiction; Etc.	  	 	139	 
	 11.15
	 	Waiver of Jury Trial	  	 	141	 
	 11.16
	 	Subordination	  	 	141	 
	 11.17
	 	No Advisory or Fiduciary Responsibility	  	 	141	 
	 11.18
	 	Electronic Execution of Assignments and Certain Other Documents	  	 	142	 
	 11.19
	 	USA PATRIOT Act Notice	  	 	142	 
	 11.20
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	142	 
	 11.21
	 	Acknowledgement Regarding Any Supported QFCs	  	 	143	 


  
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 Borrower Prepared Schedules: 

 

			
	 Schedule 1.01(c)
	  	 Responsible Officers

	 Schedule 1.01(d)
	  	 Disqualified Institutions

	 Schedule 1.01(e)
	  	 Existing Letters of Credit

	 Schedule 5.10
	  	 Insurance

	 Schedule 5.12
	  	 Pension Plans

	 Schedule 5.20(a)
	  	 Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments

	 Schedule 5.20(b)
	  	 Loan Parties

	 Schedule 5.23
	  	 Labor Matters

	 Schedule 7.01
	  	 Existing Liens

	 Schedule 7.02
	  	 Existing Indebtedness

	 Schedule 7.03
	  	 Existing Investments


 Administrative Agent Prepared Schedules: 
  

			
	 Schedule 1.01(a)
	  	 Certain Addresses for Notices

	 Schedule 1.01(b)
	  	 Initial Commitments and Applicable Percentages

	 Schedule 6.18
	  	 Post-Closing Obligations


  

			
	 Exhibits
	  	 Form of:

		
	 Exhibit A
	  	 Administrative Questionnaire

	 Exhibit B
	  	 Assignment and Assumption

	 Exhibit C
	  	 Compliance Certificate

	 Exhibit D
	  	 Joinder Agreement

	 Exhibit E
	  	 Loan Notice

	 Exhibit F
	  	 Revolving Note

	 Exhibit G
	  	 Secured Party Designation Notice

	 Exhibit H
	  	 Solvency Certificate

	 Exhibit I
	  	 Swingline Loan Notice

	 Exhibit J
	  	 Term Note

	 Exhibit K
	  	 Secretary’s Certificate

	 Exhibit L
	  	 U.S. Tax Compliance Certificates

	 Exhibit M
	  	 Landlord Waiver

	 Exhibit N
	  	 Officer’s Certificate

	 Exhibit O
	  	 Authorization to Share Insurance Information

	 Exhibit P
	  	 Notice of Loan Prepayment

	 Exhibit Q
	  	 Funding Indemnity Letter



  
 -v- 












 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of September 21, 2018, among CHARAH SOLUTIONS, INC., a Delaware
corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. 

PRELIMINARY STATEMENTS: 

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility and a revolving credit facility, and
the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. 

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 
  

	1.01	 Defined Terms. 



As used in this Agreement, the following terms shall have the meanings set forth below: 

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions,
of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes
exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of
another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. 

“Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management
Agreements and Secured Hedge Agreements and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that Additional Secured Obligations of a Loan Party
shall exclude any Excluded Swap Obligations with respect to such Loan Party. 
 “Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. 

“Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. 

 











 “Administrative Questionnaire” means an Administrative
Questionnaire in substantially the form of Exhibit A or any other form approved by the Administrative Agent. 

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

“Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Credit Agreement. 

“Applicable Percentage” means (a) in respect of the Term Facility, with respect to any Term Lender at
any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by such Term Lender’s Closing Date Term Commitment at such time and, the Delayed Draw Term Loan Commitment at such time and the outstanding
principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving
Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of
the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of
each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means, for any day commencing with the Second Amendment Effective Date, the rate per annum
(a) for Eurodollar Rate Loans equal to 4.00%, (b) for Base Rate Loans equal to 3.00%, (c) for the Commitment Fee equal to 0.35%, and (d) for the Letter of Credit Fee equal to 3.35%. 

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be
subject to the provisions of Section 2.10(b). Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued. 

“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving
Lender’s Applicable Percentage in respect of the Revolving Facility at such time. 
 “Appropriate
Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit,
(i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and
(ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders. 

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

“Arranger” means BofA Securities, Inc. and Regions Capital Markets, a division of Regions Bank, each in its
capacity as joint lead arranger and joint bookrunner. 

  
 2 












 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)(iii)), and accepted by the Administrative Agent, in substantially the form of
Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person,
the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar
payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a
Capitalized Lease. 
 “Audited Financial Statements” means the audited combined balance sheets of Charah,
LLC and its Subsidiaries and Allied Power Management, LLC and its Subsidiaries for the fiscal year ended December 31, 2017, and the related combined statements of income or operations, shareholders’ equity and cash flows for such fiscal
year for such entities, including the notes thereto. 
 “Authorization to Share Insurance Information”
means the authorization substantially in the form of Exhibit O (or such other form as required by each of the Loan Party’s insurance companies). 

“Autoborrow Agreement” means, collectively, (a) that certain Autoborrow Agreement, dated as of the date
hereof, by and between the Borrower and the Administrative Agent, and any successor Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Swingline Lender and (b) that certain Fee Letter for
Swingline Loans linked to Autoborrow Agreement, dated as of the date hereof, by and between the Borrower and the Swingline Lender. 

“Availability Period” means in respect of the Revolving Facility, the period from and including the Closing
Date to the earliest of (a) the Maturity Date for the Revolving Facility, (b) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the Commitment
of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 

“Bail-In Action” means the exercise of any Write-Down and Conversion
Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, 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
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

“Bank of America” means Bank of America, N.A. and its successors. 

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the
Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%, subject to the interest rate
floors set forth therein; provided that if the Base Rate shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any
change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

  
 3 












 “Base Rate Loan” means a Revolving Loan or a Term Loan that
bears interest based on the Base Rate. 
 “Beneficial Ownership Certification” means a certification
regarding beneficial ownership required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230. 
 “Benefit Plan” means any of (a) an
“employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in 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”. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Borrowing” means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may
require. 
 “Brickhaven Property” means the approximately 334 acre site known as the “Brickhaven Clay
Mine” located at 1315 Moncure-Flatwood Road, in the Town of Moncure, Chatham County, North Carolina. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any day that is also a London Banking Day. 

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the
purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, (a) the purchase price of equipment that is purchased
substantially contemporaneously with the trade-in or sale of similar equipment or with insurance proceeds therefrom shall be included in Capital Expenditures only to the extent of the gross amount by which
such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the proceeds of such sale or the amount of such insurance proceeds, as applicable, and (b) the term “Capital
Expenditures” shall not include any expenditures (i) made or assumed in connection with a Permitted Acquisition (and, for the avoidance of doubt, the purchase price of any Permitted Acquisition shall not be included in the term
“Capital Expenditure”), (ii) to the extent such Person is reimbursed in cash by a third party, or (iii) expenditures to the extent that they are actually paid for by any Person other than a Loan Party or any of its Subsidiaries and
for which no Loan Party or any of its Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person (whether before, during or after such
period). 

  
 4 












 “Capitalized Leases” means all leases that have been or
should be, in accordance with GAAP, recorded as capitalized leases. 
 “Cash Collateralize” means, to
pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer or Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans or the obligations
of the Revolving Lenders to fund participations in respect thereof (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the
Administrative Agent and the L/C Issuer, and/or (c) if the Administrative Agent and the L/C Issuer or Swingline Lender shall agree, in their reasonable discretion, other credit support, in each case, in Dollars and pursuant to documentation in
form and substance satisfactory to the Administrative Agent and such L/C Issuer or Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash
collateral and other credit support. 
 “Cash Equivalents” means any of the following types of Investments,
to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): 

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or
any agency or instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; 

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank
that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United
States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and
(iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one-hundred eighty (180) days from the date of acquisition thereof; 

(c) commercial paper issued by any Person organized under the laws of any state of the United States and rated
at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred
eighty (180) days from the date of acquisition thereof; 
 (d) 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 described in clause (b) above; and 

(e) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its
Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios
of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition. 

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide
treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse,
zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services. 

  
 5 












 “Cash Management Bank” means any Person in its capacity as
a party to a Cash Management Agreement that, (a) at the time it enters into a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a
Lender, is a party to a Cash Management Agreement with a Loan Party or any Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be
a Lender); provided, however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the
Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination. 

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

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System
maintained by the U.S. Environmental Protection Agency. 
 “CFC” means any Person that is a “controlled
foreign corporation” under Section 957 of the Code. 
 “Change in Law” means the occurrence,
after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein
to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, 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 the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case
be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of
Control” means an event or series of events by which: 
 (a) any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan), other than (i) Bernhard Capital Partners Management LP and its controlled investment affiliates, (ii) any employee benefit plan of the Borrower and its Subsidiaries and any
Person acting in its capacity as trustee, agent or fiduciary or administrator of such employee benefit plan, and (iii) the owners of the Equity Interests in CEP Holdings, Inc. a Delaware corporation, as of the Closing Date, becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or
indirectly, of twenty percent (20%) or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such
securities that such “person” or “group” has the right to acquire pursuant to any option right); or 

  
 6 












 (b) during any period of twelve (12) consecutive
months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election
or nomination at least a majority of that board or equivalent governing body. 
 “Closing Date” means the
date hereof. 
 “Closing Date Term Loan” has the meaning specified in
Section 2.01(a). 
 “Closing Date Term Commitment” means, as to each Term Lender,
its obligation to make a portion of the Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s
name on Schedule 1.01(b) under the caption “Closing Date Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement. The Closing Date Term Commitment of all Term Lenders on the Closing Date shall be $205,000,000. 

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

“Collateral” means all of the “Collateral” or “Property” referred to in the
Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties. For the sake of clarity,
“Collateral” does not include the Excluded Property. 
 “Collateral Documents” means,
collectively, the Security Agreement, each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to
Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties. 

“Commitment” means a Closing Date Term Commitment, Delayed Draw Term Loan Commitment or a Revolving
Commitment, as the context may require. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7
U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Competitor”
means any Person that is a bona fide direct competitor of the Borrower or any of its Subsidiaries in the same industry or a substantially similar industry. 

“Compliance Certificate” means a certificate substantially in the form of
Exhibit C. 

  
 7 












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

“Consolidated” means, when used with reference to financial statements or financial statement items of the
Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP (or, with respect to any Measurement Period that includes any fiscal quarter ending prior to
the Reorganization Date, the combined results of operation of Charah, LLC and its Subsidiaries and Allied Power Management, LLC and its Subsidiaries as set forth in the Audited Financial Statements). 

“Consolidated EBITDA” means, for any period, subject to Section 8.04 solely for
purposes of determining compliance with the financial covenants set forth in Section 7.11, if applicable, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its
Subsidiaries in accordance with GAAP, (a) Consolidated Net Income for the most recently completed Measurement Period plus (b) the following to the extent deducted in calculating such Consolidated Net Income (without duplication):
(i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation, depletion and amortization expense, (iv) non-cash
charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a
reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods), (v) extraordinary losses, (vi) one-time out-of-pocket fees, payments, expenses (including legal, tax and structuring) or charges related to the transactions entered into in connection with this Agreement in an aggregate amount not to exceed
$4,000,000, (vii) out-of-pocket fees, payments expenses (including legal, tax and structuring) or charges related to any Disposition, recapitalization, issuance of
Equity Interests and any incurrence, registration (actual or proposed), repayment or amendment, negotiation, modification, restatement, waiver, forbearance or other transaction costs incurred in connection with Indebtedness permitted hereunder in an
aggregate amount not to exceed $5,000,000 for any Measurement Period, (viii) (A) unusual or non-recurring costs and expenses (including those in respect of discontinued operations but excluding
restructuring and business optimization expenses) and out-of-pocket fees, payments, expenses or charges related to any Investment permitted hereunder (including a
Permitted Acquisition), and (B) restructuring and business optimization expenses; provided that (x) the aggregate amount added back to Consolidated EBITDA under this clause (viii) shall not exceed (1) 25% of Consolidated EBITDA
for any Measurement Period ending on or before September 30, 2019 and (2) 15% of Consolidated EBITDA for any Measurement Period ending after September 30, 2019 (in each case without giving effect to this clause (viii) in such
calculation), (y) the aggregate amount of legal fees added back to Consolidated EBITDA under this clause (viii) shall not exceed (1) $15,000,000 for any Measurement Period ending on or before June 30, 2019, (2) $10,000,000 for the
Measurement Periods ending on September 30, 2019 and December 31, 2019, and (3) $7,000,000 for any Measurement Period ending after December 31, 2019, and (z) with respect to amounts added-back pursuant to this clause
(viii), the Borrower shall have provided a reasonably detailed statement or schedule of such costs and expenses and a Responsible Officer of the Borrower shall have certified to the Administrative Agent that such amounts have been added-back in
good faith by the Borrower, and (ix) one-time out of pocket fees, payments, expenses (including legal, tax and structuring) or charges related to the transactions entered into in connection with the
Second Amendment, less (c) without duplication and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period (i) non-cash gains
(excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains
with respect to such gains in future accounting periods) and (ii) any extraordinary gains (provided that the receipt by a Loan Party of a payment under the Riverbend/Sutton Contract upon a termination or “Deemed Termination”
(defined in the Riverbend/Sutton Contract) of the Riverbend/Sutton Contract shall not be an extraordinary gain). 

  
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 “Consolidated Fixed Charge Coverage Ratio” means, as of any
date of determination, the ratio of (a) (i) Consolidated EBITDA, plus (ii) lease expense and rent expense, less (iii) the aggregate amount of all unfinanced Capital Expenditures, less (iv) Restricted
Payments (other than any Restricted Payment permitted pursuant to Section 7.06(b)) and any earn-out payments paid in cash, less (v) the aggregate amount of federal, state,
local and foreign income taxes paid in cash, in each case, of or by the Borrower and its Subsidiaries for the most recently completed Measurement Period to (b) the sum of (i) Consolidated Interest Charges paid in cash, (ii) the
aggregate principal amount of all scheduled principal payments (excluding mandatory prepayments made pursuant to Section 2.05(b)(vii)) or redemptions of Consolidated Funded Indebtedness and any scheduled capital lease obligations, but excluding
any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02; and (iii) to the extent not included in Consolidated Interest Charges,
lease expense and rent expense. 
 “Consolidated Funded Indebtedness” means, as of any date of
determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other similar debt instruments; (b) all purchase money Indebtedness; (c) all amounts owed under drawn letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties and similar instruments (including, for the avoidance of doubt, the due and payable penal sum under any surety bond called upon by the obligee thereof but excluding the penal sum of any surety bond not then due and
payable); (d) all obligations in respect of the deferred purchase price of property or services (including, without limitation, earn-out obligations to the extent due and payable, but excluding trade
accounts payable in the ordinary course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity Interests;
(g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and (h) all Indebtedness of
the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general
partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. 

“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium
payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower and
its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period. 
 “Consolidated Net
Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall
exclude (a) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its
Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Subsidiary for such


  
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Measurement Period shall be included in determining Consolidated Net Income, and (b) any income (or loss) for such Measurement Period of any Person if such Person is not a wholly-owned
Subsidiary or a Loan Party, except that the Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person
during such Measurement Period to the Borrower or a wholly-owned Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a wholly-owned Subsidiary, such Subsidiary is not precluded from further
distributing such amount to the Borrower as described in clause (a) of this proviso). 
 “Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Consolidated Funded Indebtedness as of such date minus (ii) an amount equal to the lesser of (A) the amount of all Unrestricted Cash and Cash
Equivalents and (B) $30,000,000, to (b) Consolidated EBITDA for the most recently completed four fiscal quarter period. 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of
any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

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

“Cost of Acquisition” means, with respect to any Acquisition, as at the date of entering into any agreement
therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of
other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the
amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earn-outs and
other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and
consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value
of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with
GAAP. 
 “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension. 
 “Cure Expiration Date” has the meaning assigned thereto in
Section 8.04. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United
States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect. 

  
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 “Default” means any event or condition that constitutes an
Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum
equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for
Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law. 

“Defaulting Lender” means, subject to Section 2.15(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 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, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within
two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender 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 Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall
not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow
or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status,
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written
notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination. 

“Delayed Draw Availability Period” means, in respect of the Term Facility, the period from and including the
first day following the Closing Date to the earliest of (a) the date that falls eighteen (18) months after the Closing Date, (b) the date of termination of the Delayed Draw Term Loan Commitments pursuant to
Section 2.06, (c) the Maturity Date for the Term Facility and (d) the date of termination of the Commitments of the respective Term Lenders to make Term Loans pursuant to Section 8.02. 

  
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 “Delayed Draw Term Loan” has the meaning specified in
Section 2.01(a). 
 “Delayed Draw Term Loan Commitment” means, as to each Term
Lender, its obligation to make Delayed Draw Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name on Schedule
1.01(b) under the caption “Delayed Draw Term Loan Commitment” opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement. The Delayed Draw Term Loan Commitment of all Term Lenders on the Closing Date is $25,000,000. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the
subject of any Sanction. 
 “Designated SPE” means any bankruptcy remote special purpose entity designated
in writing by the Borrower to the Administrative Agent and permitted under this Agreement. 
 “Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the
foregoing), 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, other than satisfaction in the ordinary course of business. 

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any
security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests),
pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior
repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as
a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are
accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity
Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date for the Term Facility; provided that if such Equity Interests are issued pursuant to a plan for the benefit
of the Borrower or its Subsidiaries or by any such plan to such officers or employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries
in order to satisfy applicable statutory or regulatory obligations. 
 “Disqualified Institution” means
(a) each Person set forth on Schedule 1.01(d), (b) any Person that is a Competitor of the Borrower and its Subsidiaries and is identified to the Administrative Agent by the Borrower by legal name after the Closing Date for inclusion on
Schedule 1.01(d), which such updates shall be provided by the Administrative Agent to the Lenders by the posting thereof on the Platform, and (c) any Affiliates of any such entities identified under clauses (a) and (b)
of this definition that are either (i) clearly identifiable as Affiliates on the basis of such Affiliate’s legal name or (ii) identified in writing by legal name in a written notice to the Administrative Agent and the Lenders not less
than three (3) Business Days prior to such date; provided that “Disqualified Institutions” shall exclude (x) any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written
notice 

  
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delivered to the Administrative Agent and the Lenders from time to time and (y) any bona fide debt fund or investment vehicle of any Competitor that is engaged in making, purchasing, holding
or otherwise investing in commercial loans, fixed-income instruments, bonds and similar extensions of credit in the ordinary course of business with separate fiduciary duties to investors in such fund or vehicle (except with respect to any bona fide
debt fund or investment vehicle excluded pursuant to clause (a) of this definition). 
 “Dollar” and
“$” mean lawful money of the United States. 
 “Domestic Subsidiary” means any Subsidiary
that is organized under the laws of any political subdivision of the United States. 
 “DQ List” has the
meaning specified in Section 11.06(g)(iv). 
 “Duke Energy” means Duke Energy
Business Services LLC and any of its Subsidiaries and Affiliates, including, without limitation, Duke Energy Carolinas, LLC and Duke Energy Progress, Inc. 

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

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and
Norway. 
 “EEA Resolution Authority” means any public administrative authority or any Person entrusted
with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to
Section 11.06(g). 
 “Environmental Laws” means any and all current and future
federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of
the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

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

  
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 “Environmental Permit” means any permit, approval,
identification number, license or other authorization required under any Environmental Law. 
 “Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations
promulgated thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated)
under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of
the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan;
(f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of
ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension
Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan. 

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

“Eurodollar Rate” means: 

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London
Interbank Offered Rate (“LIBOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; 

  
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 (b) for any interest calculation with respect to a Base Rate
Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day; 

provided that: (i) to the extent a comparable or successor rate is approved by the Administrative Agent in
connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved
rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. 

“Eurodollar Rate Loan” means a Revolving Loan or a Term Loan that bears interest at a rate based on clause
(a) of the definition of “Eurodollar Rate.” 
 “Event of Default” has the meaning specified
in Section 8.01. 
 “Excluded Accounts” means (a) deposit accounts
established solely as a zero balance disbursement account, (b) deposit accounts established solely for the purpose of funding payroll and wage and benefit payments, (c) deposit and securities accounts that, when aggregated with the amounts
on deposit in all other deposit and securities accounts for which Qualifying Control Agreements have not been obtained (other than those specified in clauses (a), (b), (d), (e) and (f)) do not exceed $1,000,000 in the aggregate at any time,
(d) deposit accounts established exclusively as trust, escrow or fiduciary accounts, (e) deposit accounts holding solely cash collateral for a third party that constitutes a Permitted Lien, and (f) deposit accounts holding solely
escrow funds with respect to any Permitted Acquisition. 
 “Excluded Property” means, with respect to any
Loan Party: 
 (a) any owned or leased real property and any leasehold interests in real property; 

(b) any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a UCC
financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office; 

(c) the Project Escrow Accounts; 

(d) the Equity Interests in any Excluded Subsidiary or Foreign Subsidiary of any Loan Party, in each case to
the extent not required to be pledged to secure the Secured Obligations pursuant to the Collateral Documents; 

(e) Equity Interests in or assets of any joint venture with a third party that is not an Affiliate of a Loan
Party, to the extent such joint venture is permitted by this Agreement and a pledge of such Equity Interests is prohibited by a provision in the documents governing such joint venture that is in effect on the Closing Date or on the date of
acquisition or formation of such joint venture and such provision is not entered into in contemplation of this Agreement, unless such prohibition is terminated, rendered unenforceable by the applicable anti-assignment clauses of the UCC or
applicable Laws or such consent is obtained; 

  
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 (f) any lease, license, permit or other agreements, or any
property subject to a purchase money security interest, capital lease obligations or similar financing arrangements, in each case to the extent permitted under the Loan Documents, to the extent that a pledge thereof or a security interest therein
would invalidate such lease, license, permit or agreement, purchase money capital lease obligation or similar financing arrangement, or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after
giving effect to anti-assignment clauses of the UCC and applicable Laws, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Laws notwithstanding such prohibition; 

(g) any property or asset for which a pledge thereof or the grant of a security interest therein could
reasonably be expected to result in materially adverse tax consequences as reasonably agreed by the Borrower and the Administrative Agent; 

(h) any Excluded Account described in clauses (b), (d) and (f) of the such definition; 

(i) any United States federal “intent to use” trademark application prior to the filing of a
“Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark application under applicable federal law; and 

(j) any property to the extent, in the reasonable judgment of the Administrative Agent, the burden or cost of
perfection, pledge thereof or a security interest therein is excessive in view of the benefits of such pledge or security interest in favor of the Secured Parties. 

“Excluded Subsidiary” means (a) any Subsidiary that is a CFC, (b) any Subsidiary that is a
Subsidiary of a CFC, (c) any Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more CFCs, (d) any Subsidiary that is prohibited by an enforceable provision of any applicable Law
or contractual obligation existing on the Closing Date or existing at the time such Subsidiary is acquired after the Closing Date (if such prohibition was not created in contemplation of such entity becoming a Subsidiary), in each case from
guaranteeing the Secured Obligations (and for so long as such prohibition is in effect), (e) any Immaterial Subsidiary, (f) any Subsidiary for which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences
of such Subsidiary guaranteeing the Secured Obligations is excessive in relation to the value afforded by such guarantee, and (g) any Designated SPE; provided that (i) if either (A) the total assets of the Excluded Subsidiaries
described in clauses (a) through (f) above, taken as a whole, as of the last day of the fiscal quarter set forth in the most recent financial statements delivered pursuant to Section 6.01(a) or (b), is greater
than ten percent (10%) of the Consolidated total assets the Borrower and its Subsidiaries on such date or (B) the total Consolidated EBITDA of all Excluded Subsidiaries, taken as a whole, for the Measurement Period ending on the last day of the
most recent fiscal quarter covered by such financial statements is greater than ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries for such period, then the Borrower shall identify in writing and cause one or more
Immaterial Subsidiaries to become Subsidiary Guarantors and comply with the requirements of Sections 6.12 and 6.13 until the total assets of the Excluded Subsidiaries described in clauses (a) through (f) above and the total
Consolidated EBITDA of all Excluded Subsidiaries, in each case taken as a whole, constitute less than ten percent (10%) of Consolidated total assets and less than ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries at
such time. 

  
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 “Excluded Swap Obligation” means, with respect to any
Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under
the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell, support or other agreement for the benefit of such Guarantor and any and all
guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first
sentence of this definition. 
 “Excluded Taxes” means any of the following Taxes imposed on or with
respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a
result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on
the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office,
except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender
became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes
imposed pursuant to FATCA. 
 “Existing Credit Agreements” means, collectively, (i) that certain Term
Loan Facility Credit Agreement, dated October 25, 2017, by and among Charah, LLC and Allied Power Management, LLC, as borrowers, Charah Sole Member LLC and Allied Power Sole Member, LLC, as guarantors, the lenders party thereto from time to
time, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and (ii) that certain Revolving Loan Facility Credit Agreement, dated October 25, 2017, by and among Charah, LLC, Allied Power Management, LLC
and Allied Power Services, LLC, as borrowers, Charah Sole Member LLC and Allied Power Sole Member, LLC, as guarantors, the lenders party thereto from time to time, and Regions Bank, as administrative agent, collateral agent, swingline lender and
letter of credit issuer. 
 “Existing Letters of Credit” means those certain letters of credit set forth on
Schedule 1.01(e). 
 “Extraordinary Receipt” means any cash received by or paid to or for the
account of any Person not in the ordinary course of business, including any tax refunds, pension plan reversions, proceeds of insurance (other than (i) proceeds of business interruption insurance to the extent such proceeds constitute
compensation for lost earnings, (ii) proceeds of Involuntary Dispositions and (iii) insurance proceeds representing reimbursement of litigation expenses), indemnity payments and any purchase price adjustments; provided,
however, that an Extraordinary Receipt shall not include (a) cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party
claim against such Person and applied to pay (or to 

  
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reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto or (b) payment received under the Riverbend/Sutton Contract upon a
termination or “Deemed Termination” (defined in the Riverbend/Sutton Contract) under the Riverbend/Sutton Contract. 

“Facility” means the Term Facility or the Revolving Facility, as the context may require. 

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the
Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other
arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made). 

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

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code
and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

“Fee Letters” means (i) the letter agreement, dated August 6, 2018, between the Borrower,
the Administrative Agent and Bank of America, and (ii) the letter agreement, dated as of the Second Amendment Effective Date, between the Borrower and Bank of America. 

“Foreign Lender” means a Lender that is not a U.S. Person. 

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with
respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving
Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof. 

  
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 “Fund” means any Person (other than a natural Person) that
is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

“Funding Indemnity Letter” means a funding indemnity letter, substantially in the form of Exhibit Q.

 “GAAP” means generally accepted accounting principles in the United States set forth from time to time
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of
comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject
to Section 1.03. 
 “Governmental Authority” means the government of the United
States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government (including, without limitation, the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the
European Central Bank). 
 “Guarantee” means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such
Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal
to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guaranteed Obligations” has the meaning set forth in Section 10.01. 

“Guarantors” means, collectively, (a) the Subsidiaries of the Borrower (other than Excluded
Subsidiaries) as are or may from time to time become parties to this Agreement pursuant to Section 6.12 and (b) with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries and any
Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower. 

  
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 “Guaranty” means, collectively, the Guaranty made by the
Borrower and the other Guarantors under Article X in favor of the Secured Parties, together with each other guaranty delivered pursuant to Section 6.12. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all
other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form that is, or becomes regulated pursuant to any Environmental Law. 

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it
enters into a Swap Contract not prohibited under Article VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract not prohibited under Article
VI or VII, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge Agreement with a
Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further that for any of
the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have
delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination. 

“Honor Date” has the meaning set forth in Section 2.03(c). 

“Immaterial Subsidiary” means, on any date, any direct or indirect Subsidiary of the Borrower that
(a) both (i) has no more than five percent (5%) of the Consolidated total assets of the Borrower and its Subsidiaries as reflected in the most recent financial statements delivered pursuant to Section 6.01(a) or
(b) prior to such date and (ii) has generated no more than five percent (5%) of the Consolidated EBITDA (after giving effect to intercompany eliminations) of the Borrower and its Subsidiaries for the Measurement Period ending on the
last day of the most recent fiscal quarter covered by such financial statements; and (b) has been designated in writing as an “Immaterial Subsidiary” by the Borrower to the Administrative Agent; provided that in no event may
any Subsidiary be designated an Immaterial Subsidiary if it owns the Equity Interests of a Subsidiary that is not an Immaterial Subsidiary. 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of
such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 

(b) the maximum amount of all direct or contingent obligations of such Person arising under standby letters of
credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
 (c) net
obligations of such Person under any Swap Contract; 

  
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 (d) all obligations of such Person to pay the deferred
purchase price of property or services (including, without limitation, all payment obligations under non-competition, earn-out or similar agreements), except trade
accounts payable in the ordinary course of business and not past due for more than sixty (60) days after the date on which such trade account was created; 

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such
Person and all other obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as
a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and 
 (h) all Guarantees of such Person in respect of any of
the foregoing. 
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership
or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. 

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

“Indemnitees” has the meaning specified in Section 11.04(b). 

“Information” has the meaning specified in Section 11.07. 

“Intellectual Property” has the meaning set forth in the Security Agreement. 

“Intercompany Debt” means unsecured Indebtedness of a Loan Party owed to another Loan Party. 

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every
three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and the Maturity Date
of the Facility under which such Loan was made (with Swingline Loans being deemed made under the Revolving Facility for purposes of this definition). 

  
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 “Interest Period” means, as to each Eurodollar Rate Loan,
the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each case, subject to
availability), as selected by the Borrower in its Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all of the Appropriate Lenders; provided that: 

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(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 shall extend beyond the Maturity Date of the Facility under which such Loan was made.

 “Investment” means, as to any Person, any direct or indirect acquisition or investment (including,
without limitation, by merger or other corporate combination) by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties
Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions or by merger or otherwise) of assets of another Person which constitute all or substantially all of the assets of such
Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the
value of such Investment. 
 “Involuntary Disposition” means any loss of, damage to or destruction of, or
any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary. 

“IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any
other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. 

“Joinder Agreement” means a joinder agreement substantially in the form of
Exhibit D executed and delivered in accordance with the provisions of Sections 6.12. 

“Landlord Waiver” means a landlord or warehouse waiver substantially in the form of Exhibit M. 

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

  
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 “L/C Advance” means, with respect to each Revolving Lender,
such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage. 

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has
not been reimbursed on the date when made or refinanced as a Revolving Borrowing. 
 “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“L/C Issuer” means (a) Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder, and (b) with respect to only the Existing Letters of Credit, Regions Bank. All singular references to the L/C Issuer shall mean either L/C Issuer, the L/C Issuer that has issued the applicable
Letter of Credit, or both L/C Issuers, as the context may require. 
 “L/C Obligations” means, as at any
date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms
but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each
other Person that becomes a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline Lender. 

“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices
of such Person described as such in such Lender’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative Agent; which office may include any Affiliate of
such Person or any domestic or foreign branch of such person or such Affiliate. 
 “Letter of Credit” means
any standby letter of credit issued hereunder and shall include the Existing Letters of Credit. 
 “Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 

“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then
in effect for the Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day). 

“Letter of Credit Fee” has the meaning specified in Section 2.03(h). 

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the
Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility. 

  
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 “LIBOR” has the meaning specified in the definition of
Eurodollar Rate. 
 “LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the
Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). 

“LIBOR Successor Rate” has the meaning specified in Section 3.03. 

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any
conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to
reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion
of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the
Borrower). 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing). 

“Limited Condition Acquisition” means any Permitted Acquisition financed in whole or in part with the
substantially concurrent incurrence of a Delayed Draw Term Loan, but the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing (as notified by the Borrower to the Administrative Agent in the notice
described in clause (d) of the definition of Permitted Acquisition). 
 “Loan” means an extension of
credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan. 

“Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Collateral Documents, the
Fee Letters, each Issuer Document, each Joinder Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, the Autoborrow Agreement and all other certificates,
agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement);
provided, however, that for purposes of Section 11.01, “Loan Documents” shall mean this Agreement, the Guaranty and the Collateral Documents. 

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the
other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit E or such other form as may be approved by the
Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

  
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 “Loan Parties” means, collectively, the Borrower and each
Guarantor. 
 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market. 
 “Master Agreement” has the meaning set forth in
the definition of “Swap Contract.” 
 “Material Adverse Effect” means (a) a material adverse
change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the
rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 

“Material Contract” means, with respect to any Person, each contract, agreement, permit or license, written
or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, default, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 “Material Subsidiary” means any Subsidiary other than an Immaterial Subsidiary. 

“Maturity Date” means (a) with respect to the Revolving Facility, September 21, 2023 and
(b) with respect to the Term Facility, September 21, 2023; provided that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Measurement Period” means, at any date of determination, the most recently completed four (4) fiscal
quarters of the Borrower. 
 “Minimum Collateral Amount” means, at any time, (a) with respect to Cash
Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with
respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i),
(a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their reasonable discretion. 

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

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or
any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

  
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 “Net Cash Proceeds” means the aggregate cash or Cash
Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Extraordinary Receipt or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal,
accounting and investment banking fees and sales commissions), (b) taxes paid or payable as a result thereof, and (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a
Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition or Involuntary Disposition. 

“Non-Consenting Lender” means any Lender that does not approve any
consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders. 

“Non-Core Assets” means, in connection with any Permitted Acquisition
of other Investment permitted hereunder, non-core assets (excluding any Equity Interests) acquired as part of a Permitted Acquisition or Investment to the extent (and only to the extent that) (a) the
total consideration for such non-core assets does not exceed 10% of the aggregate amount of the Cost of Acquisition for such Permitted Acquisition or Investment, (b) the Consolidated EBITDA associated
with such non-core assets does not exceed 10% of the aggregate amount of Consolidated EBITDA acquired in such Permitted Acquisition or Investment (calculated as of the date of consummation of such Permitted
Acquisition or Investment) and (c) on or prior to the consummation of such Permitted Acquisition or Investment, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer identifying in reasonable
detail such non-core assets and certifying that such non-core assets comply with this definition (which certificate shall have attached thereto reasonably detailed
backup data and calculations demonstrating such compliance). 

“Non-Defaulting Lender” means, at any time, each Lender that is not a
Defaulting Lender at such time. 
 “Non-Extension Notice Date” has
the meaning specified in Section 2.03(b)(iv). 
 “Note” means a Term Note or a
Revolving Note, as the context may require. 
 “Notice of Loan Prepayment” means a notice of prepayment
with respect to a Loan, which shall be substantially in the form of Exhibit P or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be
approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer. 

“NPL” means the National Priorities List under CERCLA. 

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and
disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding; provided that Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. 

  
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 “OFAC” means the Office of Foreign Assets Control of the
United States Department of the Treasury. 
 “Organization Documents” means, (a) with respect to any
corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company
agreement; (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 (d) with respect to all entities, 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. 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or
similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). 

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swingline Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to
any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including
as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 
 “Participant” has the meaning
specified in Section 11.06(d). 
 “Participant Register” has the meaning
specified in Section 11.06(d). 
 “PBGC” means the Pension Benefit Guaranty
Corporation. 
 “Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to
the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

  
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 “Pension Plan” means any employee pension benefit plan
(including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under
Section 412 of the Code. 
 “Permitted Acquisition” means an Acquisition by a Loan Party (the Person
or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business)
permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as: 

(a) no Event of Default shall then exist or would exist after giving effect thereto; provided that if
such Acquisition is a Limited Condition Acquisition financed with the proceeds of a substantially concurrent Delayed Draw Term Loan, this subsection (a) shall be satisfied upon satisfaction of Section 4.02; 

(b) the Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after
giving effect to the Acquisition on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance; provided that if such Acquisition is a Limited Condition Acquisition, if approved by the Lenders providing such Delayed Draw Term
Loan, this condition may be satisfied as of the date of the entering into of the definitive agreement for such Limited Condition Acquisition, subject to the provisions of Section 4.02; 

(c) the Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in
connection with the closing of such Acquisition) a first priority perfected security interest in all property (including, without limitation, Equity Interests) acquired with respect to the Target in accordance with the terms of
Section 6.13 (provided that if such Acquisition is a Limited Condition Acquisition, if approved by the Lenders providing such Delayed Draw Term Loan, the condition for the Administrative Agent to have a first
priority perfected security interest in all property acquired with respect to the Target shall be subject to customary “limited conditionality limitations”) and the Target, if a Person, shall have executed a Joinder Agreement in accordance
with the terms of Section 6.12; 
 (d) the Administrative Agent and the Lenders
shall have received (a) not less than ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) prior to the consummation of any such Acquisition (i) a description of
the material terms of such Acquisition, the proposed closing date of such Acquisition and whether such Permitted Acquisition is a Limited Condition Acquisition, (ii) if the Cost of Acquisition in respect thereof is in excess of
$15,000,000, audited financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date, (iii) if the Cost
of Acquisition in respect thereof is in excess of $15,000,000, Consolidated projected income statements of the Borrower and its Subsidiaries (giving effect to such Acquisition), and (b) not less than five (5) Business Days (or such shorter
period of time as agreed to by the Administrative Agent in its reasonable discretion) prior to the consummation of any Permitted Acquisition, a permitted acquisition certificate in form and substance satisfactory to the Administrative Agent,
executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement; 

  
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 (e) the Target shall have earnings before interest, taxes,
depreciation and amortization for the four (4) fiscal quarter period prior to the acquisition date in an amount greater than $0; 

(f) such Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board
of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target; and 

(g) the Cost of Acquisition paid by the Loan Parties and their Subsidiaries for all Acquisitions made during
the term of this Agreement shall not exceed $75,000,000 without the prior written consent of the Required Lenders. 

“Permitted Encumbrances” means, collectively, (a) Liens imposed by law for taxes, assessments or
governmental charges or levies on property not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; (b) Liens of landlords,
carriers, warehousemen, mechanics, materialmen and other like Liens arising by operation of law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect
to which adequate reserves are being maintained in accordance with GAAP; (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or
regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;
(e) judgment and attachment liens not giving rise to an Event of Default; (f) customary Liens and rights of setoff upon deposits in favor of depository institutions and Liens of a collecting bank on payment items in the course of
collection; and (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of
business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower or any of its Subsidiaries; provided that
the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 
 “Permitted
Liens” has the meaning set forth in Section 7.01. 
 “Person” means any
natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension
Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Pledged Equity” has the meaning specified in the Security Agreement. 

“Pro Forma Basis” and “Pro Forma Effect” means, for any Disposition of all or substantially
all of a division or a line of business, for any Acquisition or for any other applicable transaction, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in
Section 7.11, each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement Period, and the following pro forma adjustments shall be made: 

(a) in the case of an actual or proposed Disposition, all income statement items (whether positive or negative)
attributable to the line of business or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; 

  
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 (b) in the case of an actual or proposed Acquisition, income
statement items (whether positive or negative) attributable to the property, line of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period; 

(c) interest accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid
or to be repaid or refinanced in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and 

(d) any Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have
been incurred as of the first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the applicable rates provided therefor (and in the case of interest that does or would
accrue at a formula or floating rate, at the rate in effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period. 

“Pro Forma Compliance” means, with respect to any transaction, that such transaction does not cause, create
or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be
given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period. 

“Project Escrow Account” means any deposit account established in the name of the Borrower to hold funds, and
only such funds, in escrow for a particular customer to cover costs of repairing and replacing infrastructure and other improvements on the customer’s property. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such
exemption may be amended from time to time. 
 “Public Lender” has the meaning specified in
Section 6.02. 
 “Qualified ECP Guarantor” means, at any time, each Loan Party
with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such
time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Qualifying Control Agreement”
means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance reasonably acceptable to the Administrative Agent and which provides the
Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein. 

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests. 

  
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 “Recipient” means the Administrative Agent, any Lender, the
L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder. 

“Register” has the meaning specified in Section 11.06(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for
which the thirty (30) day notice period has been waived. 
 “Request for Credit Extension” means
(a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan at any
time an Autoborrow Agreement is not in effect, a Swingline Loan Notice. 
 “Required Lenders” means, at any
time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided
that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the
Swingline Lender or L/C Issuer, as the case may be, in making such determination. 
 “Required Revolving Credit
Lenders” means, at any date, any combination of Revolving Lenders holding more than fifty percent (50%) of the sum of the aggregate amount of the Revolving Commitment or, if the Revolving Commitment has been terminated, any combination of
Revolving Lenders holding more than fifty percent (50%) of the aggregate Credit Extensions under the Revolving Facility; provided that the Revolving Commitment of, and the portion of the Credit Extensions under the Revolving Facility, as
applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders. 

“Reorganization Date” means June 18, 2018. 

“Resignation Effective Date” has the meaning set forth in Section 9.06. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer,
assistant treasurer, manager or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for
purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the
applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent reasonably
requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance reasonably satisfactory to
the Administrative Agent. 

  
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 “Restricted Payment” means (a) any dividend or other
distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, and (d) any payment or prepayment of
principal of, premium, if any, interest, fees redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to Subordinated Debt. 

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in
the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b). 

“Revolving Commitment” means as to each Revolving Lender, its obligation to (a) make Revolving Loans to
the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Closing Date shall be $50,000,000. 

“Revolving Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Loans to the Borrower and such Lender’s participation in L/C Obligations and Swingline Loans at such time. 

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving
Commitments at such time. 
 “Revolving Lender” means, at any time, (a) so long as any Revolving
Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at
such time. 
 “Revolving Loan” has the meaning specified in Section 2.01(b). 

“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing
Revolving Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit F. 

“Riverbend/Sutton Contract” means that certain eMax Master Contract Number 8323, dated November 12,
2014, between Duke Energy Business Services LLC, as agent for and on behalf of Duke Energy Carolinas, LLC and Duke Energy Progress, Inc., and the Borrower, as amended by (a) that certain Amendment Number 1 to eMax Master Contract Agreement
Contract No. 8323, dated as of January 7, 2015, (b) that certain eMax Master Contract Number 8323 Revision No. 2, dated as of May 4, 2015, (c) that certain eMax Master Contract Number 8323 Amendment No. 3 dated as of
June 25, 2015, (d) that certain eMax Master Contract Number 8323 Amendment No. 4 dated as of August 20, 2015, and (e) as such agreement may be further amended, restated, supplemented or otherwise modified as permitted hereunder.


  
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 “Riverbend/Sutton Contract Termination Fee” means the
“Prorated Costs” (as defined in the Riverbend/Sutton Contract) payable by Duke Energy to the Borrower under the Riverbend/Sutton Contract. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill
Companies, Inc., and any successor thereto. 
 “Sale and Leaseback Transaction” means, with respect to any
Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred. 

“Sanction(s)” means any sanction administered or enforced by the United States Government (including, without
limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority. 

“Sanford Property” means the approximately 410 acre property known as the “Sanford Clay Mine”,
located at the intersection of Colon Road and Brickyard Road, Town of Sanford, Lee County, North Carolina. 

“Scheduled Unavailability Date” has the meaning specified in Section 3.03. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions. 
 “Second Amendment” means that certain Amendment No. 2 to Credit Agreement and
Waiver, dated as of the Second Amendment Effective Date, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto. 

“Second Amendment Effective Date” means August 13, 2019. 

“Secretary’s Certificate” means a certificate substantially the form of Exhibit K or any other
form approved by the Administrative Agent. 
 “Secured Cash Management Agreement” means any Cash Management
Agreement between any Loan Party and any of its Subsidiaries and any Cash Management Bank. 
 “Secured Hedge
Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VI or VII between any Loan Party and any of its Subsidiaries and any Hedge Bank. 

“Secured Obligations” means all Obligations and all Additional Secured Obligations. 

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge
Banks, the Cash Management Banks, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to
Section 9.05. 
 “Secured Party Designation Notice” means a notice from any
Lender or an Affiliate of a Lender substantially in the form of Exhibit G. 

  
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 “Securities Act” means the Securities Act of 1933,
including all amendments thereto and regulations promulgated thereunder. 
 “Security Agreement” means the
Security Agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties. 

“Solvency Certificate” means a solvency certificate substantially in the form of
Exhibit H. 
 “Solvent” and “Solvency” mean, with respect to any
Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value
of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of
contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

“Specified Default” shall mean an Event of Default arising under any of Sections 8.01(a),
8.01(f) or 8.01(g). 
 “Specified Equity Contribution” has the meaning assigned thereto in
Section 8.04. 
 “Specified Loan Party” means any Loan Party that is not then an
“eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11). 

“Specified Representations” means the representations and warranties (including to the extent incorporated by
reference in other Loan Documents) set forth in Section 5.01(a), Section 5.01(b)(ii) (but solely to the extent related to power and authority to execute, deliver and perform the Loan Documents),
Section 5.02(a), Section 5.04, Section 5.13, Section 5.15 (with respect to use of Loan proceeds), Section 5.16,
Section 5.18, and Section 5.21 (but subject to customary limitations with respect to perfection actions for a limited condition acquisition). 

“Subordinated Debt” means unsecured Indebtedness incurred by the Borrower pursuant to the terms of a
subordination agreement in form and substance satisfactory to the Administrative Agent that is (a) subordinated in right of payment to the prior payment of the Obligations, and (b) contains other terms, including, without limitation,
standstill, interest rate, maturity, amortization and insolvency-related provisions, in all respects reasonably acceptable to the Administrative Agent. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

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

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

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as
determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to
Section 2.04. 
 “Swingline Lender” means Bank of America in its capacity as
provider of Swingline Loans, or any successor swingline lender hereunder. 
 “Swingline Loan” has the
meaning specified in Section 2.04(a). 
 “Swingline Loan Notice” means a notice
of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit I or such other form as approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swingline Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving
Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility. 
 “Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement
for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person,
would be characterized as the indebtedness of such Person (without regard to accounting treatment). For the avoidance of doubt, the definition of Synthetic Lease Obligation does not include operating leases. 

“Target” has the meaning set forth in the definition of “Permitted Acquisition.” 

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

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a). 

“Term Facility” means, at any time, (a) at any time during the Delayed Draw Availability Period in
respect of such Facility, the sum of (i) the aggregate amount of the Delayed Draw Term Loan Commitments at such time and (ii) the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time and
(b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time. 

“Term Lender” means, at any time, any Lender that has a Closing Date Term Commitment, a Delayed Draw Term
Loan Commitment and/or holds outstanding Term Loans at such time. 
 “Term Loan” means an advance made by
any Term Lender under the Term Facility, and includes, for the avoidance of doubt, any Closing Date Term Loans and any Delayed Draw Term Loans. 

“Term Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made
by such Term Lender, substantially in the form of Exhibit J. 
 “Threshold
Amount” means $15,000,000. 
 “Total Credit Exposure” means, as to any Lender at any time, the
unused Commitments, Revolving Exposure and Outstanding Amount of all Term Loans of such Lender at such time. 

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans
and L/C Obligations. 
 “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan. 
 “UCC” means the Uniform Commercial Code as in effect in the State of New York;
provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection
or non-perfection or priority. 
 “UCP” means, with respect to any
Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). 

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

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

  
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 “Unrestricted Cash and Cash Equivalents” means, as of any
date of determination, the amount of Unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries (net of potential tax obligations for repatriation and transaction costs and expenses related thereto, as determined by the
Borrower in good faith) in deposit accounts or securities accounts located within the United States. For purposes hereof, “Unrestricted” means, when referring to cash and Cash Equivalents of the Borrower and its Subsidiaries, that
such cash and Cash Equivalents (i) do not appear or would not be required to appear as “restricted” on the financial statements of the Borrower or such Subsidiary (unless related to the Loan Documents or the Liens created thereunder),
(ii) are not subject to a Lien in favor of any Person other than the Administrative Agent under the Loan Documents and (iii) are otherwise available to the Borrower or such Subsidiary. 

“U.S. Loan Party” means any Loan Party that is organized under the laws of one of the states of the United
States and that is not a CFC. 
 “U.S. Person” means any Person that is a “United States Person”
as defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning
specified in Section 3.01(e)(ii)(B)(3). 
 “Voting Stock” means, with respect to
any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right
to so vote has been suspended by the happening of such contingency. 
 “Write-Down and Conversion Powers”
means, 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. 
  

	1.02	 Other Interpretive Provisions. 



With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan
Document: 
 (a) The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended,
restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections
of, and Preliminary Statements, 

  
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Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented
from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. 
 (b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and
shall not affect the interpretation of this Agreement or any other Loan Document. 
  

	1.03	 Accounting Terms. 



(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial
liabilities shall be disregarded. 
 (b) Changes in GAAP. If at any time any change in GAAP or change
in accounting policies or reporting practices consented to by the Administrative Agent pursuant to Section 7.12(e)(ii) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and
either the Borrower or the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change. Without limiting the foregoing, leases (whether or not in effect on the date hereof) shall continue to be classified and accounted for on a basis consistent with that reflected in the
Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 

(c) Consolidation of Variable Interest Entities. All references herein to Consolidated financial
statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that
the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 

  
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 (d) Pro Forma Treatment. Each Disposition of all or
substantially all of a line of business, and each Acquisition, by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in
Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period. 
  

	1.04	 Rounding. 



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

	1.05	 Times of Day. 



Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as
applicable). 
  

	1.06	 Letter of Credit Amounts; Rates. 



(a) Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time. 
 (b) Rates. The Administrative Agent does not warrant, nor
accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is
an alternative or replacement for or successor to any such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. 

 

	1.07	 UCC Terms. 



Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise
indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect. 

 

	1.08	 Limited Condition Acquisitions and Financial Covenants. 



If at any time the Borrower has made an election with respect to any Limited Condition Acquisition to test a financial ratio
test or condition at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, then in connection with any subsequent calculation of any of the Consolidated Net Leverage Ratio or the Consolidated
Fixed Charge 

  
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Coverage Ratio for any purpose under this Agreement (including any basket, measurement, or for purposes of Section 7.11) following the relevant date of execution of the
definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited
Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial covenant shall be required to be satisfied both (x) on a Pro Forma Basis assuming such Limited Condition Acquisition
and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the
incurrence or assumption of Indebtedness) have not been consummated. 
 ARTICLE II 

COMMITMENTS AND CREDIT EXTENSIONS 
  

	2.01	 Loans. 



(a) Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally
agrees to make (i) a single loan to the Borrower on the Closing Date in an aggregate amount not to exceed $205,000,000 (such loan, the “Closing Date Term Loan”) and (ii) up to seven loans to the Borrower during the Delayed
Draw Availability Period in an aggregate amount not to exceed $25,000,000 (and in minimum amounts of $500,000 or a whole multiple of $100,000 in excess thereof) (such loans, in the aggregate, the “Delayed Draw Term Loans”), with
such Term Loans by each Term Lender not to exceed such Term Lender’s Closing Date Term Commitment and/or Delayed Draw Term Loan Commitment, as applicable, and commencing on the Second Amendment Effective Date and continuing until the Facility
Termination Date, the aggregate principal amount of all Delayed Draw Term Loans outstanding at any one time shall not exceed $15,000,000. Term Loans repaid or prepaid may not be re-borrowed. Term Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided that any Term Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the
Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior to the date of such Term Borrowing. Solely for purposes of this
clause (a), in determining the aggregate outstanding principal amount of all Delayed Draw Term Loans, any mandatory or scheduled prepayment of Term Loans made after the Second Amendment Effective Date shall be deemed to have been applied to the
Closing Date Term Loan prior to any application to the Delayed Draw Term Loan, notwithstanding the actual application pursuant to Section 2.04(b)(iv) or (vii). 

(b) Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender
severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the
amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving
Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow
Revolving Loans, prepay under Section 2.05, and re-borrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein; provided that any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity
Letter not less than three (3) Business Days (or such shorter period agreed to by the Administrative Agent in its sole discretion) prior to the date of such Revolving Borrowing. 

  
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	2.02	 Borrowings, Conversions and Continuations of Loans. 



(a) Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be
confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days (or such shorter period as agreed to by the
Administrative Agent in its reasonable discretion) prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one (1), two (2), three (3) or six (6) months in
duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion
or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three
(3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to
by all the Appropriate Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or
continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or
a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice (and each telephonic notice) shall specify (A) the
applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day) and (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted and
(E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.
If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan. 

(b) Advances. Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly
notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Appropriate 

  
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Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the
amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower,
there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 

(c) Eurodollar Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued
or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. 

(d) Interest Rates. Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. 

(e) Interest Periods. After giving effect to all Term Borrowings, all conversions of Term Loans from one
Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than 5 Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans
from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 5 Interest Periods in effect in respect of the Revolving Facility. 

(f) Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any
Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism
approved by the Borrower, the Administrative Agent and such Lender. 
  

	2.03	 Letters of Credit. 



(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the Revolving Lenders set forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account
of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the
Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and 

  
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any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the
Revolving Facility, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each
request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed to be L/C Obligations, and from and after the Closing
Date shall be subject to and governed by the terms and conditions hereof. 
 (ii) The L/C Issuer shall not
issue any Letter of Credit if: 
 (A) subject to Section 2.03(b)(iv), the expiry
date of the requested Letter of Credit would occur more than 365 days after the date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Exposure have approved such expiry date; or

 (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration
Date, unless all the Revolving Lenders have approved such expiry date. 
 (iii) The L/C Issuer shall not 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 the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with
respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to
letters of credit generally; 
 (C) except as otherwise agreed by the Administrative Agent and the L/C
Issuer, the Letter of Credit is in an initial stated amount less than $100,000; 
 (D) the Letter of Credit
is to be denominated in a currency other than Dollars; or 

  
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 (E) any Revolving Lender is at that time a Defaulting
Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its reasonable discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all
other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its reasonable discretion. 

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time
to issue the Letter of Credit in its amended form under the terms hereof. 
 (v) The L/C Issuer shall be
under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such 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 to the Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the
Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower
delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by fax
transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be
received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their reasonable
discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the
L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter
of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of 

  
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Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a
Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless
the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or
more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the
applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving
Percentage times the amount of such Letter of Credit. 
 (iii) Promptly after its delivery of any Letter of
Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or
amendment. 
 (iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer
may, in its reasonable discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must
permit the L/C Issuer to prevent any such extension at least once in each 365 day period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 365 day period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make
a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not
be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the
Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

  
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 (c) Drawings and Reimbursements; Funding of
Participations. 
 (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the
Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than
the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Percentage of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds
available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base
Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section. 
 (iv) Until each Revolving Lender funds its Revolving Loan or
L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of such amount shall be
solely for the account of the L/C Issuer. 

  
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 (v) Each Revolving Lender’s obligation to make
Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C
Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other
provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with
respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any
Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable
Revolving Percentage thereof in the same funds as those received by the Administrative Agent. 
 (ii) If any
payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. 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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 (e) Obligations Absolute. The obligation of the
Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following: 
 (i) any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other Loan Document; 
 (ii) the existence of any claim, counterclaim, setoff,
defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or
any other Person, whether in connection with this Agreement or by such Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, endorsement, certificate or other document presented under or in connection with such
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; or any loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit; 
 (iv) waiver by the L/C Issuer of any requirement that exists
for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower; 

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand
be in the form of a draft; 
 (vi) any payment made by the L/C Issuer in respect of an otherwise complying
item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; 

(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate
that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law; or 
 (viii) any other circumstance or
happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries. 

  
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 The Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer
shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final non-appealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer 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 the L/C Issuer shall not be responsible for the validity or sufficiency of any
instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any
reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other
commercially reasonable means of communicating with a beneficiary. 
 (g) Applicability of ISP and UCP;
Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each
standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C
Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is
located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial
Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

  
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 (h) Letter of Credit Fees. The Borrower shall pay to
the Administrative Agent for the account of each Revolving Lender in accordance, subject to Section 2.15, with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for
each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be (1) due and payable on the first Business Day following each fiscal quarter end,
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (2) computed on a quarterly basis in arrears. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect. 
 (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in one or more Fee Letters, computed on the daily amount available to be drawn under such Letter of Credit
on a quarterly basis in arrears. Such fronting fee shall be due and payable on or prior to the date that is ten (10) Business Days following each fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C
Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are non-refundable. 

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms
of any Issuer Document, the terms hereof shall control. 
 (k) Letters of Credit Issued for
Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and
all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial
benefits from the businesses of such Subsidiaries. 
  

	2.04	 Swingline Loans. 



(a) The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in
reliance upon the agreements of the other Lenders set forth in this Section, shall, subject to the terms of any Autoborrow Agreement, make loans to the Borrower (each such loan, a “Swingline Loan”). Each such Swingline Loan may be
made, subject to the terms and conditions set forth herein and in the Autoborrow Agreement then in effect, to the Borrower, in Dollars, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the


  
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Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan,
(A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower
shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be
conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section, prepay
under Section 2.05, and reborrow under this Section. Each Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate; provided that if an Autoborrow Agreement is in
effect, the Swingline Lender may, at its discretion, provide for an alternate rate of interest on Swingline Loans under the Autoborrow Agreement with respect to any Swingline Loans for which the Swingline Lender has not requested that the Revolving
Lenders fund Revolving Loans to refinance, or to purchase and fund risk participations in, such Swingline Loans pursuant to Section 2.04(c). Immediately upon the making of a Swingline Loan, each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times
the amount of such Swingline Loan. 
 (b) Borrowing Procedures. 

(i) At any time an Autoborrow Agreement is not in effect, each Swingline Borrowing shall be made upon
the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephone notice must be confirmed immediately by
delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any telephonic Swingline
Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date
of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in
such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. 

(ii) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may
mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which shall be in


  
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addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Borrowings set forth in the immediately preceding paragraph shall not
apply, and all Swingline Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Autoborrow Agreement shall be deemed a Swingline Loan as of the time
such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Revolving Outstandings at any time during which an Autoborrow Agreement is in effect, the Outstanding
Amount of all Swingline Loans shall be deemed to be the amount of the Swingline Sublimit. For purposes of any Swingline Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to
be a reference to Bank of America, in its capacity as Swingline Lender hereunder. 
 (c) Refinancing of
Swingline Loans. 
 (i) The Swingline Lender at any time in its reasonable discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of
Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender
shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified
in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the
Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender. 

(ii) If for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the
relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

 (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the
Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall
be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment


  
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is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking
industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the
amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk
participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest
as provided herein. 
 (d) Repayment of Participations. 

(i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan,
if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swingline Lender.

 (ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline
Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving
Lender shall pay to the Swingline Lender its Applicable Revolving 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 Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

 (e) Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for
invoicing the Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section to refinance such Revolving Lender’s Applicable Revolving Percentage of any
Swingline Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swingline Lender. 

(f) Payments Directly to Swingline Lender. The Borrower shall make all payments of principal and
interest in respect of the Swingline Loans directly to the Swingline Lender. 

  
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	2.05	 Prepayments. 



(a) Optional. 

(i) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent
of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless
otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the
date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (C) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable
portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower in writing
so long as such direction is operationally feasible for the Administrative Agent (and in the absence of any direction, ratably between the Closing Date Term Loan and the Delayed Draw Term Loan and in direct order of maturity to the remaining
quarterly principal installments thereof). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

 (ii) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swingline
Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty;
provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If
such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 

  
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 (b) Mandatory. 

(i) Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash
Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds from all Dispositions (other than any Dispositions permitted by clauses (a), (b) and (c) of Sections
7.05) and Involuntary Dispositions immediately upon receipt thereof by any Loan Party or any Subsidiary; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash
Proceeds shall not be required to be so applied (A) with respect to any Disposition (excluding any Involuntary Disposition), until the aggregate amount of the Net Cash Proceeds derived from any such Disposition after the Second Amendment
Effective Date is equal to or greater than $1,000,000 and (B) with respect to any Involuntary Disposition, (1) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition after the
Second Amendment Effective Date is equal to or greater than $1,000,000 and (2) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three (3) Business Days of such Involuntary Disposition), to the
extent the Borrower or any Subsidiary reinvests all or any portion of such Net Cash Proceeds in productive assets of the kind then used or usable in the business of such Loan Party or such Subsidiary (but specifically excluding current assets as
classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay
the Loans and/or Cash Collateralize the L/C Obligations. 
 (ii) Extraordinary Receipts. Immediately
upon receipt by any Loan Party or any Subsidiary of any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) of this Section, the Borrower
shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount equal to 100% of all net cash proceeds received therefrom. 

(iii) Specified Equity Contributions. The Borrower shall make mandatory principal prepayments of the
Loans in the manner set forth in clause (iv) below in amounts equal to one-hundred percent (100%) of the aggregate net cash proceeds received from any Specified Equity Contribution. Such
prepayments shall be made within two (2) Business Days after the date of receipt of any such net cash proceeds. 

(iv) Application of Payments. Each prepayment of Loans pursuant to the foregoing provisions of
Section 2.05(b)(i) through (iii) shall be applied, first, to the scheduled principal payments of the Closing Date Term Loan and the Delayed Draw Term Loan on a
pro-rata basis for all such scheduled principal payments (excluding the final bullet principal payment for each Term Loan on the Maturity Date) until all scheduled principal payments of each Term Loan have
been prepaid, and then ratably to the final bullet principal payment for each Term Loan due on the Maturity Date), and, second, to the Revolving Facility in the manner set forth in clause (vi) of
Section 2.05(b). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. 

  
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 (v) Revolving Outstandings. If for any reason the
Total Revolving Outstandings at any time exceeds the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans, Swingline Loans and/or L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(b)(v) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time. 

(vi) Application of Other Payments. Except as otherwise provided in
Section 2.15, prepayments of the Revolving Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall
be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall
be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable. 

(vii) Amendment No. 2 Prepayments. In addition to the other mandatory prepayments
required by this Section 2.05(b), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as follows: 

(A) the Borrower shall prepay the Term Loans in an aggregate amount of not less than $50,000,000 (without
giving effect to any other payments made on the Term Loans) on or prior to September 13, 2019; 
 (B)
the Borrower shall prepay the Term Loans in an aggregate amount of not less than $40,000,000 (without giving effect to any other payments made on the Term Loans) on or prior to March 31, 2020; 

(C) the Borrower shall be required to prepay the Revolving Loans (without a corresponding reduction of the
Revolving Commitments) in an amount equal to 100% of the Riverbend/Sutton Excess Amount within five (5) Business Days of receipt of such Riverbend/Sutton Excess Amount. For purposes of this clause (C), “Riverbend/Sutton Excess
Amount” means the amount by which any payment received by a Loan Party under the Riverbend/Sutton Contract upon a termination or “Deemed Termination” (defined in the Riverbend/Sutton Contract) under the Riverbend/Sutton Contract
exceeds $50,000,000; 
 (D) each prepayment of Loans pursuant to the foregoing provisions of clauses
(vii)(A) and (B), (i) shall be deemed to be “mandatory prepayments” under this Agreement and (ii) shall be applied ratably to the scheduled principal payments of the Closing Date Term Loan and the Delayed Draw Term Loan, in
each case, in inverse order of maturity (including the respective final bullet principal payments on the Maturity Date). 

Within the parameters of the applications set forth above, prepayments pursuant to this
Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) (other than
Section 2.05(b)(vii)) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of
prepayment. 

  
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	2.06	 Termination or Reduction of Commitments. 



(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving
Facility, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be
received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days (or such shorter time as the Administrative Agent may agree in its reasonable discretion) prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to
any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash
Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of
Credit Sublimit. In addition, during the Delayed Draw Availability Period, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Delayed
Draw Term Loan Commitments. 
 (b) Mandatory. 

(i) The aggregate Closing Date Term Commitments shall be automatically and permanently reduced to zero on the
Closing Date. The aggregate Delayed Draw Term Loan Commitments shall be automatically and permanently reduced to zero on the last day of the Delayed Draw Availability Period. 

(ii) If after giving effect to any reduction or termination of Revolving Commitments under this
Section 2.06, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced
by the amount of such excess. 
 (c) Application of Commitment Reductions; Payment of Fees. 

(i) The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of
the Letter of Credit Sublimit, Swingline Sublimit or the Revolving Commitment under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by
such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such
termination. 
 (ii) The Administrative Agent will promptly notify the Appropriate Lenders of any termination
or reduction of the unused portion of the aggregate Delayed Draw Term Loan Commitments under this Section 2.06. Upon any reduction of the unused portion of the aggregate Delayed Draw Term Loan Commitments, the Delayed Draw
Term Loan Commitment of each applicable Term Lender shall be reduced by such Term Lender’s ratable portion of such reduction amount. All fees in respect of the Delayed Draw Term Loan Commitments accrued until the effective date of any
termination of such Delayed Draw Term Loan Commitments shall be paid on the effective date of such termination. 

  
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	2.07	 Repayment of Loans. 



(a) Term Loans. The Borrower shall repay to the Term Lenders (i) the aggregate principal amount of
the Closing Date Term Loans in quarterly principal installments on the last Business Day of each March, June, September and December (commencing on December 31, 2018) (each a “Quarterly Payment Date”) equal to (A) 1.25% of the
initial aggregate principal amount of the Closing Date Term Loans made on the Closing Date for each such fiscal quarter ending on and after December 31, 2018 through September 30, 2020, (B) 1.875% of the initial aggregate principal amount
of the Closing Date Term Loans made on the Closing Date for each such fiscal quarter ending on and after December 31, 2020 through September 30, 2022 and (C) 2.5% of the initial aggregate principal amount of the Closing Date Term Loans
made on the Closing Date for each such fiscal quarter ending on and after December 31, 2022 (such scheduled amortization percentages, the “Closing Date Term Loan Amortization Percentages”) (which principal amounts shall be
reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), and (ii) the aggregate principal amount principal amount of all Delayed Draw Term Loans made
during the Delayed Draw Availability Period in quarterly principal installments on each Quarterly Payment Date (commencing on the first Quarterly Payment Date after the expiration of the Delayed Draw Availability Period) equal to the then applicable
Closing Date Term Loan Amortization Percentage of the aggregate principal amount of all Delayed Draw Term Loans made during the Delayed Draw Availability Period (which principal amounts shall be reduced as a result of the application of prepayments
in accordance with the order of priority set forth in Section 2.05), in each case unless accelerated sooner pursuant to Section 8.02. All outstanding principal and accrued interest and fees in
respect of the Closing Date Term Loan and any Delayed Draw Term Loan shall be due and payable in full on the Maturity Date with respect to the Term Facility. If any principal repayment installment to be made by the Borrower shall come due on a day
other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, unless the result of such extension would be to extend
such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day. 

(b) Revolving Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date for the
Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date. 
 (c)
Swingline Loans. At any time the Autoborrow Agreement is in effect, the Swingline Loans shall be repaid in accordance with the terms of the Autoborrow Agreement. At any time the Autoborrow Agreement is not in effect, the Borrower shall repay
each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Facility. 

  
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	2.08	 Interest and Default Rate. 



(a) Interest. Subject to the provisions of Section 2.08(b), (i) each
Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate
for such Facility; and (iii) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Facility,
or, if an Autoborrow Agreement is in effect, at a rate per annum provided by the Swingline Lender. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that
is less than zero, such calculation shall be deemed zero for purposes of this Agreement. 
 (b) Default
Rate. 
 (i) If any amount of principal of any Loan is not paid when due (after giving effect to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iii) Upon the request of the Required Lenders, while any Event of Default exists (including a payment
default), all outstanding Obligations (including any unpaid Letter of Credit Fees) may accrue at a fluctuating rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and
payable upon demand. 
 (c) Interest Payments. Interest on each Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto, and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law. 
  

	2.09	 Fees. 



In addition to certain fees described in subsection (h) and (i) of
Section 2.03: 
 (a) Unused Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum
of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”). For
the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving 

  
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Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in
accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in
Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all
times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or
more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and,
in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused Commitment Fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. 
 (b) Delayed Draw Term Loan Usage Fee. If at any time during the
period commencing on the Second Amendment Effective Date and ending on March 31, 2020, the outstanding principal amount of Delayed Draw Term Loans exceeds $10,000,000 (such excess, the “Specified Amount”), in addition to any interest
or other amounts owing under this Agreement, the Borrower shall pay to the Administrative Agent for the account of the Term Lenders holding outstanding Delayed Draw Term Loans, a fee (the “DDTL Usage Fee”) in an amount equal to 10.00% per
annum of the average daily Specified Amount during such period. The DDTL Usage Fee shall be allocated among the applicable Term Lenders pro rata based upon their respective outstanding Delayed Draw Term Loans. The DDTL Usage Fee shall be deemed
earned upon the funding of any such Specified Amount and shall be due and payable on March 31, 2020. 

(c) Other Fees. 

(i) The Borrower shall pay to the Administrative Agent and Bank of America for its own account fees in the
amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
  

	2.10	 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.



 (a) Computation of Interest and Fees. All computations of interest for Base
Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or 

  
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such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day.
Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

(b) Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other
adjustment to the financial statements of the Borrower and its Subsidiaries or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable date was
inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the
account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy
Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the
amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations
hereunder at the Default Rate or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

 

	2.11	 Evidence of Debt. 



(a) Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount
of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

(b) Maintenance of Records. In addition to the accounts and records referred to in
Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and
Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. 

  
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	2.12	 Payments Generally; Administrative Agent’s Clawback. 



(a) General. All payments to be made by the Borrower shall be made free and clear of and without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed, by direct debit to the Borrower Account (as defined below) pursuant to the Autoborrow Agreement, on the date specified herein. For payments not made by direct debit to the Borrower Account, payments will be made to the
Administrative Agent at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable
Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Sections 2.07(a) and (b) and except as otherwise specifically provided for in this
Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be. On each date when the payment of any principal, interest or fees are due hereunder or under any Loan Document, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with Administrative
Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full on such date.
The Borrower hereby authorizes the Administrative Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any other Loan Document from the Borrower Account, and (B) if and to the extent any payment of
principal, interest or fees under this Agreement or any Loan Document is not made when due, to deduct any such amount from any or all of the accounts of the Borrower maintained at the Administrative Agent. The Administrative Agent agrees to provide
written notice to the Borrower of any automatic deduction made pursuant to this Section showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse the Borrower based on their Applicable Percentage for any amounts deducted
from such accounts in excess of amount due hereunder and under any other Loan Documents. 
 (b) (i)
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by
Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank 

  
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compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be
made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such
Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
 A notice
of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent
funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit
Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and
Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c). 

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

  
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 (f) Pro Rata Treatment. Except to the extent
otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall be made from the Appropriate Lenders, each payment of fees under Section 2.09 and 2.03(h) and (i) shall be made
for account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments;
(ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in
the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of
the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective
Appropriate Lenders. 
  

	2.13	 Sharing of Payments by Lenders. 



If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of
(a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations
due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the
Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due
and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time
to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the
Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such
greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations and
Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the
Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 

(A) if any such participations or sub-participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and 
 (B) the provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application
of Cash Collateral provided for in Section 2.14, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or
sub-participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section shall
apply). 

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

	2.14	 Cash Collateral. 



(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing
request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide
Cash Collateral pursuant to Section 2.05 or 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in
all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause
(iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender). 

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such
Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash,
deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to
Section 2.14(c). 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 or the L/C Issuer as herein provided (other than
Liens described in clause (f) of the definition of Permitted Encumbrances), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower 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. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral. 
 (c) Application. Notwithstanding anything
to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied
to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure
or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable
Revolving Lender (or, as 

  
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appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there
exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the
Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations. 
  

	2.15	 Defaulting Lenders. 



(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment,
waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by
the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to
such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in
order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result
of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender 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 Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or
directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and
(2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth 

  
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in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all
Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). 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 2.15(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. 

(A) Fees. No Defaulting Lender shall be entitled to receive any fee payable under
Section 2.09(a) or (b) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that
Defaulting Lender). 
 (B) Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive
Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to
Section 2.14. 
 (C) Defaulting Lender Fees. With respect to any Letter of
Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise
payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause
(iv) below, (2) pay to the L/C Issuer and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline Lender’s Fronting Exposure to
such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee. 
 (iv)
Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the
Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to
Section 11.20, 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; Repayment of Swingline Loans. If the reallocation described in clause
(a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (A) first, prepay Swingline Loans in an amount equal to the
Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14. 

  
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 (b) Defaulting Lender Cure. If the Borrower, the
Administrative Agent, Swingline Lender and the L/C Issuer 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 and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.15(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 the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  

ARTICLE III 
 TAXES,
YIELD PROTECTION AND ILLEGALITY 
  

	3.01	 Taxes. 



(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be
made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such
payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to
subsection (e) below. 
 (ii) If any Loan Party or the Administrative Agent shall be required by the
Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the
Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any
required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have
received had no such withholding or deduction been made. 

  
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 (iii) If any Loan Party or the Administrative Agent shall be
required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it
to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as
necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount
equal to the sum it would have received had no such withholding or deduction been made. 
 (b) Payment of
Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative
Agent timely reimburse it for the payment of, any Other Taxes. 
 (c) Tax Indemnifications. 

(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall
make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to
the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify
the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required
pursuant to Section 3.01(c)(ii) below. 
 (ii) Each Lender and the L/C Issuer
shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but
only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as
applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the
Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant 

  
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Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and
the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (ii). 
 (d) Evidence of Payments. As soon as practicable after
any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments
made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required to the extent that in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any
material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to
the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup withholding tax; 
 (B) any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

  
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 (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/W-8BEN-E 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/W-8BEN-E 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 originals of IRS Form W-8ECI; 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 871(h) or 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN/W-8BEN-E; or 

(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/W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit
L-2 or Exhibit L-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 L-4 on behalf of each such direct and indirect partner; 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent), executed copies (or originals, as required) 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 Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and
the Administrative 

  
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Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender agrees
that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower
and the Administrative Agent in writing of its legal inability to do so. 
 (f) Status of Administrative
Agent. The Administrative Agent, and any replacement or successor Administrative Agent, shall deliver a duly executed IRS Form W-9 to the Borrower on or prior to the date it becomes Administrative Agent
hereunder. 
 (g) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the
account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with
respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) incurred by such Recipient, 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 each Loan Party, upon the request of the
Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the
Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to any Loan Party or any other Person. 
 (h) Survival. Each
party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of
the Commitments and the repayment, satisfaction or discharge of all other Obligations. 

  
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	3.02	 Illegality. 



If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurodollar Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall
be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which
Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to
the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such Eurodollar Rate Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such
suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or
charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 

 

	3.03	 Inability to Determine Rates. 



(a) Generally. 

(i) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof,
(A) the Administrative Agent determines that (1) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (2) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause
(a)(i)(A), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans
shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the
utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of 

  
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the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to
the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

(ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in
clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall
apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (2) the Administrative Agent or the Required
Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to
determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice
thereof. 
 (b) Non-Temporary Situations with Respect to
LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the
Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: 

(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period,
including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or 

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the
Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled
Unavailability Date”), or 
 (iii) syndicated loans currently being executed, or that include
language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, 

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such
notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due
consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR 


  
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Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business
Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such
Required Lenders do not accept such amendment. 
 If no LIBOR Successor Rate has been determined and the circumstances under
clause (b)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or
maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of
such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in
no event shall such LIBOR Successor Rate be less than zero percent for purposes of this Agreement. 
  

	3.04	 Increased Costs. 



(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(d)) or the L/C Issuer; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or 
 (iii) impose on any Lender or the L/C Issuer or the London interbank market any
other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 to such Lender of making, converting to, continuing or
maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate
in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered as reasonably
determined by such Lender or the L/C Issuer, as applicable. 

  
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 (b) Capital Requirements. If any Lender or the L/C
Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or
the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with
respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company for any such reduction suffered. 
 (c) Certificates for Reimbursement.
A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay the Administrative Agent for the benefit of such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten
(10) days after receipt thereof. 
 (d) Reserves on Eurodollar Rate Loans. The Borrower shall pay
to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive),
and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the
funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’
prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and
payable ten (10) days from receipt of such notice. 
 (e) Delay in Requests. Failure or delay on
the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior
to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof). 

  
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	3.05	 Compensation for Losses. 



Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other
than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

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

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor
as a result of a request by the Borrower pursuant to Section 11.13; 
 including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower
to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 
  

	3.06	 Mitigation Obligations; Replacement of Lenders. 



(a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to
Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or
the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 

  
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 (b) Replacement of Lenders. If any Lender requests
compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance
with Section 11.13. 
  

	3.07	 Survival. 



All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date. 
 ARTICLE IV

 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 
  

	4.01	 Conditions of Initial Credit Extension. 



The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Closing Date is subject
to satisfaction of the following conditions precedent: 
 (a) Execution of Credit Agreement; Loan
Documents. The Administrative Agent shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender
requesting Notes, Notes executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security Agreement and each other requested Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly
authorized officer of each other Person party thereto, as applicable and (iv) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party
thereto. 
 (b) Secretary’s Certificates. The Administrative Agent shall have received a
Secretary’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority),
the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party, and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party. 

(c) Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions of
counsel (including, if requested by the Administrative Agent, local counsel opinions) for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the
Administrative Agent (which shall expressly permit reliance by the successors and permitted assigns of each of the Administrative Agent and the Lenders). 

(d) Financial Statements. The Administrative Agent and the Lenders shall have received copies of the
financial statements referred to in Section 5.05, each in form and substance reasonably satisfactory to each of them. 

  
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 (e) Personal Property Collateral. The Administrative
Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: 
 (i)
(A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative
Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; 

(ii) completed UCC-1 financing statements for each appropriate
jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; 

(iii) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer
powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; 
 (iv) in the
case of any personal property Collateral located at premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with
Section 6.13 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is reasonably satisfactory to
the Administrative Agent); 
 (v) to the extent required to be delivered, filed, registered or recorded
pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and
perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; 
 (vi)
evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property insurance
and as additional insured on all policies for liability insurance); and 
 (vii) Qualifying Control
Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.13. 

(f) Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate signed by
the chief financial officer of the Borrower as to the financial condition, Solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions
contemplated hereby. 
 (g) Officer’s Certificate. The Administrative Agent shall
have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain Closing Date matters, substantially in the form of Exhibit N. 

(h) Loan Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to
be made on the Closing Date and, if any Loans are requested to be made as Eurodollar Rate Loans on the Closing Date, a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent delivered at least 3 Business
Days prior to the Closing Date; 

  
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 (i) Existing Debt. All of the existing Indebtedness
for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02), including any existing Indebtedness under either of the Existing Credit Agreements, shall be
repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date (as evidenced by the receipt of payoff letters or similar documentation reasonably satisfactory to the Administrative Agent). 

(j) Consents. The Administrative Agent shall have received evidence that all board of director,
governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement and consummation of the transactions contemplated hereunder have been obtained. 

(k) Fees and Expenses. The Administrative Agent and the Lenders shall have received payment of all fees
and reasonable and documented out-of-pocket expenses (including, without limitation, fees and expenses of counsel to the Administrative Agent to the extent invoiced at
least 2 Business Days (or such shorter time as the Borrower may agree) incurred on or prior to the Closing Date and any fees owing pursuant to any Fee Letter and/or Section 2.09) that are due and payable by the Loan Parties
on the Closing Date. 
 (l) PATRIOT Act. The Administrative Agent and the Lenders shall have
received (i) at least 2 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least 5 Business Days prior to the Closing Date by the
Administrative Agent or a Lender that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act
(provided that such information shall, to the extent requested at least 10 Business Days prior to the Closing Date, have been provided at least 5 Business Days prior to the Closing Date) and (ii) at least 5 Business Days prior to the
Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall deliver a Beneficial Ownership Certification to the Administrative Agent and any Lender requesting the
same. 
 (m) Due Diligence. The Lenders shall have completed a due diligence investigation of the
Borrower and its Subsidiaries in scope, and with results, reasonably satisfactory to the Lenders and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries and
shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. 

(n) No Material Adverse Effect. Since December 31, 2017, there shall not have occurred a Material
Adverse Effect or any changes, events, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect. 

(o) Other Documents and Information. The Administrative Agent shall have received all other documents
and information which the Administrative Agent or any other Lender may reasonably request or require. 
 Without limiting the generality of
the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the proposed Closing Date specifying its objection thereto. 

  
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	4.02	 Conditions to all Credit Extensions. 



The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the following
conditions precedent: 
 (a) Representations and Warranties. The representations and warranties of the
Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to
representations and warranties that contain a materiality qualification, be true and correct in all respects on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a
materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, and except that for purposes of this Section 4.02, the representations and warranties contained in
Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that in the case of any Delayed Draw Term Loan, the
proceeds of which are to be used to finance a Limited Condition Acquisition, the applicable representations and warranties shall be limited to (A) the Specified Representations and (B) customary acquisition agreement representations for
limited condition acquisitions; provided, further that in such a case, on the date of entering into the definitive documentation for such Limited Condition Acquisition (and as a condition to the requested Delayed Draw Term Loan), the
representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect
standard, in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to
representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date; 

(b) Default. No Default or Event of Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof; provided that in the case of any Delayed Draw Term Loan the proceeds of which are to be used to finance a Limited Condition Acquisition, (x) the absence of any Default or Event
of Default shall be tested only at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition (other than with respect to Specified Defaults, which shall also be tested as set forth in clause (y))
and (y) on the date of the making of any such Delayed Draw Term Loan, no Specified Default shall have occurred and be continuing or shall occur as a result thereof; and 

(c) Request for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or
Swingline Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof. 

Each Request for Credit Extension submitted by the Borrower and each Swingline Borrowing pursuant to an Autoborrow Agreement shall be deemed
to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 

  
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 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

Each Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:

  

	5.01	 Existence, Qualification and Power. 



Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good
standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and
carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative Agent pursuant to the terms of this Agreement is a true and correct copy of each such document, each
of which is valid and in full force and effect. 
  

	5.02	 Authorization; No Contravention. 



The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly
authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation
of any Lien under, or require any payment to be made under (i) any material Contractual Obligation (other than the Liens created and the payments required under the Loan Documents) to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law in any
material respect. 
  

	5.03	 Governmental Authorization; Other Consents. 



No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or
any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any
Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than, with respect to clauses (a) through (d) above, (i) authorizations, approvals,
actions, notices and filings which have been duly obtained, and (ii) filings to perfect the Liens created by the Collateral Documents. 
  

	5.04	 Binding Effect. 



This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by
each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. 

  
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	5.05	 Financial Statements; No Material Adverse Effect. 



(a) Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof
and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. 

(b) Quarterly Financial Statements. The unaudited Consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries dated June 30, 2018, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of
the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 
 (c) Material Adverse Effect. Since
the date of the balance sheet included in the Audited Financial Statements (and, in addition, after delivery of the most recent annual audited financial statements in accordance with the terms hereof, since the date of such annual audited financial
statements), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

(d) Financial Projections. The Consolidated and consolidating annual budget and projections of the
Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of
the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance. 

 

	5.06	 Litigation. 



There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and
diligent internal inquiry, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined,
could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
  

	5.07	 No Default. 



Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could,
either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan
Document. 

  
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	5.08	 Ownership of Property. 



Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold
interests in, or a valid contractual right to use or be located upon, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
  

	5.09	 Environmental Compliance. 



(a) The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of
the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have
reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 

(b) None of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries
is listed or, to the knowledge of any Loan Party, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; neither any Loan Party or any of its Subsidiaries, nor, to the
knowledge of any Loan Party, any other Person, has operated any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or
disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on
any property currently owned or operated by any Loan Party or any of its Subsidiaries; and neither any Loan Party or any of its Subsidiaries, nor, to the knowledge of any Loan Party, any other Person, has caused any release, discharge or disposal of
any Hazardous Materials on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries, except in compliance in all material respects with, and in a manner that did not trigger any obligation to conduct any
reporting, monitoring, investigation, monitoring, removal, remedial or cleanup activity pursuant to, applicable Environmental Laws. 

(c) Neither any Loan Party nor any of its 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, discharge or disposal of Hazardous Materials at any site, location or
operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored by any Loan Party or any of its Subsidiaries
at, or transported by any Loan Party or any of its Subsidiaries to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in a
Material Adverse Effect. 
  

	5.10	 Insurance. 



The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in
such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The
general liability, 

  
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casualty, property, terrorism and business interruption insurance coverage of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule was required to be updated
in accordance with Section 6.02, if applicable, is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set
forth in this Agreement and the other Loan Documents. 
  

	5.11	 Taxes. 



Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be
filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no tax sharing agreement applicable to the Borrower or any Subsidiary other than such agreements the sole
parties to which are Loan Parties, nor is there, to the Borrower’s knowledge, any proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. 

 

	5.12	 ERISA Compliance. 



(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and
other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that
the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is
currently being processed by the IRS. To the knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 

(b) There are no pending claims, actions or lawsuits, or action by any Governmental Authority with respect to
any Plan that could reasonably be expected to have a Material Adverse Effect, nor has any Loan Party received notice of any such threatened claim, action or lawsuit. There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 

(c) (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event
or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment
percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any
such plan to drop below 60% as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due
that are unpaid; (iv) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. 

  
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 (d) No Loan Party nor any ERISA Affiliate maintains or
contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and
(ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.  
 (e) The Borrower
represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of
ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. 
  

	5.13	 Margin Regulations; Investment Company Act. 



(a) Margin Regulations. No Loan Party is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each
Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of
Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between any Loan Party and any Lender or any Affiliate of any Lender relating to Indebtedness and
within the scope of Section 8.01(e) will be margin stock. 
 (b) Investment
Company Act. None of the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 

 

	5.14	 Disclosure. 



The Borrower has disclosed to the Administrative Agent and the Lenders all matters known to it regarding its business that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information
so furnished) 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 misleading; provided that, with respect to
projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 

 

	5.15	 Compliance with Laws. 



Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted
or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

  
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	5.16	 Solvency. 



The Borrower and its Subsidiaries are (and will remain after giving effect to the transactions to occur on the Closing Date),
on a Consolidated basis, Solvent. 
  

	5.17	 Casualty, Etc. 



Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. 
  

	5.18	 Sanctions Concerns and Anti-Corruption Laws.  



(a) Sanctions Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and
their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any
Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or
(iii) located, organized or resident in a Designated Jurisdiction. 
 (b) Anti-Corruption Laws.
The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have
instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 
  

	5.19	 Responsible Officers. 



Set forth on Schedule 1.01(c) are Responsible Officers, holding the offices indicated next to their
respective names, as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02 and such Responsible Officers are the duly elected and qualified officers of such
Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents. 
  

	5.20	 Subsidiaries; Equity Interests; Loan Parties. 



(a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule
5.20(a) is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) a
complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with
Section 6.02, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan
Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued,
fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options
granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in the organizational documents and/or in connection with the
Loan Documents. 

  
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 (b) Loan Parties. Set forth on
Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Section 6.02
(as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable,
(iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S.
federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of
its incorporation or organization, (ix) its organization identification number, (x) ownership information (e.g. publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or
nature of business of such Loan Party. 
  

	5.21	 Collateral Representations. 



The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the
Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing
Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens. 
  

	5.22	 Intellectual Property; Licenses, Etc. 



Each Loan Party and each of their Subsidiaries own, or possess the right to use, all Intellectual Property that is reasonably
necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries infringes upon any rights held by any other Person, except for such infringements, 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 foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. 
  

	5.23	 Labor Matters. 



Except as set forth on Schedule 5.23, or as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Closing Date and neither the Borrower nor any Subsidiary has suffered any
strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years preceding the Closing Date. 
  

	5.24	 EEA Financial Institutions. 



No Loan Party is an EEA Financial Institution. 

  
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	5.25	 Beneficial Ownership Certification. 



As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct
in all respects. 
  

	5.26	 Covered Entities. 



No Loan Party is a Covered Entity (a defined in Section 11.21).  

ARTICLE VI 
 AFFIRMATIVE
COVENANTS 
 Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the
Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries to: 
  

	6.01	 Financial Statements. 



Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and
the Required Lenders: 
 (a) Audited Financial Statements. As soon as available, but in any event
within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2018), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related
Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which
report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit. 
 (b) Quarterly Financial Statements. As soon as available, but in any event within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended September 30, 2018), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such
fiscal quarter, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated
statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes. 

(c) Financial Projections. As soon as available, but in any event within 45 days after the end of each
fiscal year of the Borrower, an annual budget and projections of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent and
the Required Lenders, of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the immediately following fiscal year. 

  
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	6.02	 Certificates; Other Information. 



Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and
the Required Lenders: 
 (a) Compliance Certificate. Concurrently with the delivery of the financial
statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended September 30, 2018, a duly completed Compliance Certificate signed by the chief
executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. 

(b) Updated Schedules/Projects Update. Concurrently with the delivery of the Compliance Certificate
referred to in Section 6.02(a), (i) updated Schedules 5.20(a) and 5.20(b) to this Agreement and updated Schedules required pursuant to the Security Agreement (which may be attached to the Compliance
Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate, and (ii) an updated schedule of costs in excess of earnings and billings in excess of
earnings by project. 
 (c) Audit Reports; Management Letters; Recommendations. Promptly after any
request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or equivalent thereof) (or the audit committee of the board of directors) of any Loan
Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them. 

(d) Indebtedness Notices. Not later than five (5) Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement related to
Indebtedness in excess of the Threshold Amount regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material
Adverse Effect and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request. 

(e) Environmental Notice. Promptly after the assertion or occurrence thereof, notice of any action or
proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to result in liability in excess of the Threshold Amount. 

(f) Subordinated Debt Document. Promptly after the execution thereof, a copy of any amendment,
supplement, restatement or replacement of any documentation related to any Subordinated Debt. 
 (g) KYC
Information. Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and
anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation. 

  
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 (h) SEC Notices. Promptly, and in any event within
five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof. 

(i) Additional Information. Promptly, such additional information regarding the business, financial,
legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on
which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 1.01(a); or (b) on which such documents are posted on the Borrower’s behalf
on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall
deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent
by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents. 
 The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be
obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks,
Syndtrak, ClearPar or a substantially similar secure electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities
with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such
Borrower Materials 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; (2) by marking Borrower Materials
“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its 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 11.07); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and the Arrangers 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 designated “Public Side Information. 

  
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	6.03	 Notices. 



Promptly, but in any event within five (5) days, notify the Administrative Agent and each Lender: 

(a) of the occurrence of any Default or Event of Default; 

(b) the filing of any lawsuit in which the claim for damages exceeds the Threshold Amount against the Borrower
or any other Loan Party; 
 (c) of any matter that has resulted or could reasonably be expected to result in
a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws; 
 (d) of the occurrence of any ERISA Event that could
reasonably be expected to result in liability in excess of the Threshold Amount; 
 (e) of any material
change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof; 

(f) of any (i) occurrence of any Involuntary Disposition or Disposition of property or assets for which
the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(i), and (ii) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to
Section 2.05(b)(ii); and 
 (g) of any material breach or non-performance of, or any material default under, a Material Contract of the Borrower or any Subsidiary. 

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 
  

	6.04	 Payment of Taxes. 



Pay and discharge as the same shall become due and payable, all its material tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary. 
  

	6.05	 Preservation of Existence, Etc. 



(a) Preserve, renew and maintain in full force and effect its legal existence and, as applicable, good standing
under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; 

  
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 (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and 

(c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 
  

	6.06	 Maintenance of Properties. 



(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of
its business in good working order and condition, ordinary wear and tear and casualty excepted; 
 (b) make
all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and  

(c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 

 

	6.07	 Maintenance of Insurance. 



(a) Maintenance of Insurance. Maintain with financially sound and reputable insurance companies,
insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons or as otherwise required by the Administrative Agent (including, without limitation, environmental pollution insurance policies in effect on the Closing Date). 

(b) Evidence of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable
and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by
endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative Agent thirty (30) days’ prior written notice before any such policy or policies
shall be altered or cancelled (or ten (10) days’ prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided,
to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including, but not limited to: (i) if requested by the Administrative Agent, certified copies of such insurance policies, (ii) evidence of
such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), ACORD Form 25 certificates (or similar form of insurance certificate) and, if requested by the
Administrative Agent, environmental pollution insurance certificates), (iii) if requested by the Administrative Agent, declaration pages for each insurance policy and (iv) lender’s loss payable endorsement if requested by the
Administrative Agent. As requested by the Administrative Agent, the Loan Parties agree to deliver to the Administrative Agent an Authorization to Share Insurance Information. 

  
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	6.08	 Compliance with Laws. 



Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or
property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect. 
  

	6.09	 Books and Records. 



(a) Maintain proper books of record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and  

(b) maintain such books of record and account in material conformity with all applicable requirements of any
Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be. 
  

	6.10	 Inspection Rights. 



Subject to the rights of the owner and/or lessor of the underlying real property and/or facility, permit representatives and
independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine, audit and make copies of its corporate, financial and operating records, and to discuss its affairs, finances and accounts
with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal
business hours and without advance notice. Subject to the rights of the owner and/or lessor of the underlying real property and/or facility, if any of the Borrower’s properties, books or records are in the possession of a third party, the
Borrower authorizes that third party to permit the Administrative Agent or its agents to have access to perform inspections or audits and to respond to the Administrative Agent’s requests for information concerning such properties, books and
records. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any of its Subsidiaries will be required to disclose or permit the inspection or discussion of any document, information or
other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Laws or any binding agreement or (ii) that is subject to attorney
client or similar privilege or constitutes attorney work product. 
  

	6.11	 Use of Proceeds. 



Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan
Document, including (a) the refinancing of certain existing Indebtedness of the Borrower and its Subsidiaries on the Closing Date, (b) the payment of fees and expenses incurred in connection with the transactions contemplated hereby and
(c) to finance Capital Expenditures, Permitted Acquisitions and provide ongoing working capital to the Borrower and its Subsidiaries. 

  
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	6.12	 Covenant to Guarantee Obligations. 



The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing (including by
division) to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by
way of execution of a Joinder Agreement; provided that no Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days
prior to creating a Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall
deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) – (e), (j) and 6.13 and
such other documents or agreements as the Administrative Agent may reasonably request. 
  

	6.13	 Covenant to Give Security. 



Except with respect to Excluded Property: 

(a) Equity Interests and Personal Property. Each Loan Party will cause the Pledged Equity and all of its
tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties
to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents. Each Loan Party shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security
interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. 
 (b)
Landlord Waivers and Access Letters. In the case of (i) the Borrower’s headquarters building located at 12601 Plantside Drive, Louisville, Kentucky and each other headquarter location of a Loan Party, each other
location where any significant administrative or corporate governance functions are performed and each other location where the Loan Parties maintain its books or records (electronic or otherwise) of accounts receivable and (ii) any personal
property Collateral located at any other premises on which personal property Collateral with a value in excess of $10,000,000 is located (other than any premises or location owned or leased by a customer of a Loan Party and not owned or leased by a
Loan Party or a Subsidiary of a Loan Party), the Loan Parties will provide the Administrative Agent with such estoppel letters, access letters, consents or waivers from the landlords or owners of such real property to the extent (A) requested
by the Administrative Agent and (B) the Loan Parties are able to secure such letters, consents or waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance reasonably satisfactory to
the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is reasonably satisfactory to the Administrative Agent). 

(c) Account Control Agreements. Within sixty (60) following the Second Amendment Effective Date (or
such later date as the Administrative Agent may approve in its reasonable discretion), each of the Loan Parties shall deliver to the Administrative Agent Qualifying Control Agreements duly executed by the appropriate Loan Parties and depository
institution or securities intermediary, as applicable, for each deposit account and securities account that is not an Excluded Account, and the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including
securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or 

  
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maintained with any Person, other than (a) deposit accounts that are maintained at depositary institutions as to which the Administrative Agent shall have received a Qualifying Control
Agreement, (b) securities accounts that are maintained at financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, and (c) Excluded Accounts. 

 

	6.14	 Further Assurances. 



Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any
material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’
properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of
the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured
Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. 

 

	6.15	 Compliance with Environmental Laws. 



Comply, and use commercially reasonable efforts to cause all lessees and 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 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 accordance with the requirements of all Environmental Laws; provided, however, that
neither the Borrower nor any of its 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 proceedings and appropriate
reserves are being maintained with respect to such circumstances in accordance with GAAP. 
  

	6.16	 Anti-Corruption Laws. 



Conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and
other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. 
  

	6.17	 Deposit Account, Lockbox and Treasury Services. 



Within one-hundred twenty (120) days after the Closing Date, establish and
thereafter maintain the Administrative Agent, or one of its Affiliates, as the Borrower’s principal depositary bank, including for the maintenance of business, cash management, operating and administrative deposit accounts. 

  
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	6.18	 Post-Closing Obligations. 



Execute and deliver the documents and complete the tasks set forth on Schedule 6.18, in each case, within the time
limits specified on such Schedule (or such longer period as approved by the Administrative Agent in its reasonable discretion). 
 ARTICLE
VII 
 NEGATIVE COVENANTS 

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination
Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 
  

	7.01	 Liens. 



Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, except for the following (the “Permitted Liens”): 
 (a) Liens pursuant to any
Loan Document; 
 (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals,
refinancings or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b),
(iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal, refinancing or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); 

(c) Liens in favor of Duke Energy consisting of Duke Energy’s purchase option of the Sanford Property and
Brickhaven Property contained in Section 7.3 of the Riverbend/Sutton Contract as in effect on the Closing Date; 

(d) Liens securing Indebtedness permitted under Section 7.02(f); provided that
(i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds thereof and customary security deposits and
(ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; provided that individual financings of equipment provided by one lender
may be cross-collateralized to other financings of equipment provided by such lender; 
 (e) Permitted
Encumbrances; 
 (f) in the case of any joint venture with a third party, any put and call arrangements or
restrictions on dispositions related to its Equity Interests set forth in the organizational documents of such joint venture on the Closing Date or at the time of acquisition of Equity Interests therein or formation thereof; 

(g) Liens on cash and Cash Equivalents that secure Indebtedness incurred for letters of credit, bank guarantees
or bank acceptances in an aggregate amount at any time outstanding not to exceed $1,000,000; 

  
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 (h) Liens consisting of an agreement to Dispose of any
property in a Disposition permitted by Section 7.05, solely to the extent such permitted Disposition would have been permitted on the date of the creation of such Lien; 

(i) any interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses permitted by
this Agreement that are entered into in the ordinary course of business; 
 (j) leases, licenses, subleases
or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; 

(k) Liens incurred with the purchase or shipping of goods or assets on the related goods or assets and proceeds
thereof in favor of the seller or shipper of such goods or assets pursuant to customary reservations or retentions of title arising in the ordinary course of business and not securing Indebtedness for borrowed money; 

(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods in the ordinary course of business; and 
 (m) other Liens
securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and 5% of Consolidated EBITDA for the most recently completed Measurement Period. 

 

	7.02	 Indebtedness. 



Create, incur, assume or suffer to exist any Indebtedness, except: 

(a) Indebtedness under the Loan Documents; 

(b) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any
refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or
other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is
not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination,
standstill and related terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no
less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such
refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; 

(c) Indebtedness with respect to the acquisition of goods, supplies or merchandise on normal trade credit in
the ordinary course of business; 
 (d) Intercompany Debt; 

  
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 (e) Guarantees of the Borrower or any Subsidiary in respect
of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary; 
 (f)
Indebtedness in respect of (i) financing the cost of acquiring, repairing, improving or installing property, (ii) Capitalized Leases and (iii) purchase money obligations for fixed or capital assets within the limitations set forth in
Section 7.01(d) in an aggregate amount at any time outstanding for all such Indebtedness not to exceed $50,000,000 (including, within such limit, any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing); 
 (g) Indebtedness relating to judgments, including appeal bonds, or
awards not constituting an Event of Default under Section 8.01(h); 
 (h) unsecured
Indebtedness, earn-outs and holdbacks owing to sellers of assets or Equity Interests to any of the Loan Parties and their Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions permitted hereunder in
an aggregate principal amount at any time outstanding of all such Indebtedness, earn-outs and holdbacks not to exceed $30,000,000; provided that any Indebtedness incurred under this clause (h) (excluding Indebtedness in the form of
indemnification obligations, earn-outs, holdbacks and other adjustments of purchase price) shall be subordinated in right and time of payment to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Administrative
Agent; 
 (i) obligations in respect of letters of credit, bank guarantees, or bankers’ acceptances
issued or created in the ordinary course of business in an aggregate stated amount of all such letters of credit, bank guarantees or bankers’ acceptances under this clause (i) not to exceed $1,000,000; 

(j) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap
Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments, assets or property held or
reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposes; 

(k) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or
similar instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; 

(l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion
guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business (including those incurred to secure health, safety and environmental obligations in the ordinary course of business)
and either (i) consistent with past practice or (ii) reasonably necessary for the operation of the business of the Borrower and its Subsidiaries as determined by the Borrower or such Subsidiary in good faith; 

(m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business and
payable within one (1) year; and 

  
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 (n) additional Indebtedness not otherwise permitted pursuant
to this Section in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. 
  

	7.03	 Investments. 



Make or hold any Investments, except: 

(a) Investments held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents; 

(b) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount
not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 

(c) (i) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (ii) additional
Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (iii) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments
by the Loan Parties in certain MP618 and grinding technology investments through joint ventures and other project financings in (A) Subsidiaries that are not Loan Parties and (B) joint ventures or partnerships in an aggregate amount for
all such Investments under this clause (c)(iii) not to exceed $10,000,000 at any time outstanding (provided that the aggregate amount attributed at any time to the Investment in a Subsidiary that is not a Loan Party pursuant to this
clause (c)(iii) shall be offset to reflect any amounts advanced by such Subsidiary that is not a Loan Party to any Loan Party); 

(d) Guarantees permitted by Section 7.02; 

(e) (i) Investments in Subsidiaries in existence on the Closing Date, and (ii) other Investments in
existence on the Closing Date and identified on Schedule 7.03, and any refinancing, refunding, renewal or extension of any such Investment that does not increase the amount thereof; 

(f) [reserved]; 

(g) [reserved]; 

(h) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or
limit loss; 
 (i) Investments consisting of the indorsement by the Borrower or any Subsidiary of negotiable
instruments payable to such Person for deposit or collection in the ordinary course of business; 
 (j)
Intercompany Debt; and 
 (k) [reserved]. 

  
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	7.04	 Fundamental Changes. 



Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: 

(a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the
continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; 

(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to the Borrower or to another Loan Party; 
 (c) any Subsidiary that is not a Loan Party may
dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; and 

(d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and
any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the
case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person. 

 

	7.05	 Dispositions. 



Make any Disposition or enter into any agreement to make any Disposition, except: 

(a) (i) Dispositions of inventory in the ordinary course of business; (ii) Dispositions of property
to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (iii) Dispositions of accounts receivable in connection with the collection or
compromise thereof; (iv) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (v) the sale or disposition of Cash Equivalents for
fair market value; 
 (b) Dispositions of property (including equipment) that is obsolete, worn out or
surplus personal property or property no longer useful for the ongoing operations of the Loan Parties and their Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; 

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the
purchase price of similar replacement property or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, or (ii) such property is exchanged for assets useful in the business of
the Loan Parties and their Subsidiaries in the ordinary course of business; provided that, in each case, to the extent the property being transferred constitutes Collateral, such replacement property shall also constitute Collateral; 

  
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 (d) Dispositions permitted by
Section 7.04; 
 (e) Dispositions of Investments in joint ventures to the extent
required by, or made pursuant to, customary buy/sell arrangements with the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(f) Dispositions by any Loan Party to any Subsidiary that is not a Loan Party in an aggregate amount for all
such Dispositions under this clause (f) not to exceed $2,000,000 during the term of this Agreement; 

(g) Dispositions of any Non-Core Assets acquired in connection with any
Permitted Acquisition so long as the Net Cash Proceeds of any such Disposition are applied to prepay the Loans pursuant to Section 2.05(b); 

(h) Dispositions of intellectual property rights in the ordinary course of business that are no longer used or
useful in the business of the Borrower and its Subsidiaries; 
 (i) the unwinding of any Swap Contract
permitted hereunder; 
 (j) Disposition of the Sanford Property and/or Brickhaven Property after payment of
the Riverbend/Sutton Contract Termination Fee by Duke Energy; and 
 (k) Dispositions not otherwise permitted
pursuant to this Section 7.05; provided that (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property
disposed of in reliance on this clause (k) during the term of this Agreement shall not exceed the greater of (A) $10,000,000 and (B) 12% of Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most
recently completed Measurement Period and (iii) the Net Cash Proceeds received from any Disposition under this clause (k) shall be applied to prepay the Loans pursuant to Section 2.05(b). 

 

	7.06	 Restricted Payments. 



Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or
issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: 

(a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable
solely in Qualified Equity Interests of such Person; 
 (c) the Borrower may purchase, redeem or otherwise
acquire Equity Interests issued by it with the net cash proceeds received from a substantially concurrent issue of new Qualified Equity Interests by the Borrower (other than Specified Equity Contributions); provided that (i) no Default
or Event of Default shall have occurred and be continuing at such time or would result therefrom, and (ii) the proceeds of such issuances are contributed to the Borrower contemporaneously with such Restricted Payment; 

  
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 (d) [reserved]; 

(e) the Borrower may make distributions which are immediately used to make cash payments in lieu of issuing
fractional shares of Equity Interests of the Borrower in an aggregate amount for all such distributions not to exceed $1,750,000 during the term of this Agreement; and 

(f) [reserved]. 
  

	7.07	 Change in Nature of Business. 



Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its
Subsidiaries on the date hereof or any business substantially related or incidental thereto. 
  

	7.08	 Transactions with Affiliates. 



Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person
other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by this Agreement, (d) normal and reasonable compensation,
reimbursement of expenses, indemnities and employee benefits of officers and directors in the ordinary course of business of the Borrower and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered
into on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or
Affiliate. 
  

	7.09	 Burdensome Agreements. 



Enter into, or permit to exist, any Contractual Obligation (except for this Agreement or the other Loan Documents) that
(a) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations or
(b) encumbers or restricts the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan
Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired; provided that the
foregoing shall not apply to encumbrances or restrictions existing under or by reason of: 
 (A)
customary restrictions that arise in connection with an asset pursuant to an agreement that has been entered into for the sale or Disposition such asset permitted by Section 7.05 applicable pending such Disposition solely
to the assets (including Equity Interests) subject to such Disposition; 
 (B) negative pledges in favor of
any holder of purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under Section 7.02(f) that impose restrictions of the nature set forth in clause
(b)(v) above and solely to the extent such negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof; 

(C) customary restrictions on leases, subleases, licenses or asset sale agreements entered into in the ordinary
course of business and otherwise permitted hereunder so long as such restrictions relate only to the assets subject thereto; 

  
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 (D) restrictions that apply by reason of any applicable Law,
rule, regulation or order or are required by any Governmental Authority having jurisdiction over the applicable Loan Party or Subsidiary; 

(E) restrictions imposed by customary provisions in joint venture agreements and other similar agreements in
respect of joint ventures that prohibit or restrict the pledge or transfer of ownership interests in the relevant joint venture; and 

(F) restrictions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (E) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing is, in the good faith judgment of the Borrower’s board of directors, no more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing. 
  

	7.10	 Use of Proceeds. 



Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. 

 

	7.11	 Financial Covenants. 



(a) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio at any time during the
periods set forth below to be greater than the ratio set forth below opposite such period: 
  

			
	 Period
	 	Maximum Consolidated Net Leverage Ratio
	 Closing Date through June 29, 2019
	 	3.75 to 1.00
	 June 30, 2019 through March 30, 2020
	 	Waived
	 March 31, 2020 through September 29, 2020
	 	6.50 to 1.00
	 September 30, 2020 and thereafter
	 	3.00 to 1.00

 (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than the ratio set forth below opposite such Measurement Period: 

 

			
	 Measurement Period Ending
	  	Minimum Fixed Charge Coverage Ratio
	 Closing Date through March 31, 2019
	  	1.20 to 1.00
	 June 30, 2019 through December 31, 2019
	  	Waived
	 March 31, 2020
	  	0.75 to 1.00
	 June 30, 2020
	  	0.90 to 1.00
	 September 30, 2020 and thereafter
	  	1.20 to 1.00


  
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	7.12	 Amendments of Organization Documents/Riverbend/Sutton Contract; Fiscal Year; Legal Name, State of
Formation; Form of Entity and Accounting Changes. 


 (a) Amend (i) any of its
Organization Documents in a manner that could reasonably be expected to be materially adverse to the Lenders or (ii) the Riverbend/Sutton Contract in any manner that could reasonably be expected to be materially adverse to the Lenders, unless
consented to by the Administrative Agent in writing; 
 (b) change its fiscal year; 

(c) without providing ten (10) days’ prior written notice to the Administrative Agent (or such
extended period of time as agreed to by the Administrative Agent), change its name, state of formation or form of organization or principal place of business; or 

(d) amend, modify, alter, increase or change any of the terms or conditions of any subordination agreement or
related agreement with respect to any Subordinated Debt or any agreement, instrument, document, indenture or other writing evidencing or concerning the Subordinated Debt unless permitted by the terms of the applicable subordination agreement or
consented to in writing by the Administrative Agent. 
  

	7.13	 Sale and Leaseback Transactions. 



Enter into any Sale and Leaseback Transaction. 
  

	7.14	 Sanctions. 



Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make
available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in
any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender or otherwise) of Sanctions. 

 

	7.15	 Anti-Corruption Laws. 



Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the
United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions. 
  

	7.16	 Payments and Modifications of Subordinated Debt. 



Directly or indirectly, make any payment on account of the Subordinated Debt if such payment is not permitted at such time
under Section 7.06 or the applicable subordination agreement with respect to such Subordinated Debt. 

  
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 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 
  

	8.01	 Events of Default. 



Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrower or any other Loan Party fails to
pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within five (5) days after the same becomes due,
any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement
contained in any of Section 6.01, 6.02(a), 6.02(e), 6.02(h), 6.03, 6.05(a), 6.10, 6.11, 6.12, 6.13, 6.18, or Article VII; provided that any
Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.04; or 

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not
specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for twenty (20) days; or 

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact
made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or
deemed made; or 
 (e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails
to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise after giving effect to any applicable grace, notice or cure period) in respect of any Indebtedness of any Loan Party or Guarantee of
any Loan Party (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition (after giving effect to any applicable grace, notice or cure period) relating to any such Indebtedness of any
Loan Party or Guarantee of any Loan Party or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of
such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or
to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or
cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan
Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is a party and, in either event,
the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or 

  
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 (f) Insolvency Proceedings, Etc. Any Loan Party or
any Material Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged or unstayed for forty-five (45) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for forty-five (45) calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Material Subsidiary thereof
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or 

(h) Judgments. There is entered against any Loan Party or any Material Subsidiary thereof (i) one
or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated
at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive
days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess
of the Threshold Amount; or 
 (j) Invalidity of Loan Documents. Any provision of any Loan Document,
at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect or, as
applicable, to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral other than as a result of the action or inaction of the Administrative Agent; or any Loan Party or any other Person contests in any manner
the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of
any Loan Document; and 
 (k) Change of Control. There occurs any Change of Control. 

  
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 Without limiting the provisions of Article IX, if a
Default shall have occurred under the Loan Documents, then such Default will continue to exist until the circumstance giving rise thereto is cured (to the extent specifically permitted) within any applicable grace, notice and/or cure period provided
herein, or it is otherwise expressly waived by Administrative Agent (with the approval of requisite Lenders (in their sole discretion)) as determined in accordance with Section 11.01; and once an Event of Default occurs
under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Lenders or by the Administrative Agent with the approval of the requisite Lenders, as required hereunder in
Section 11.01. 
  

	8.02	 Remedies upon Event of Default. 



If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent
of, the Required Lenders, take any or all of the following actions: 
 (a) declare the Commitment of each
Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and
all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum
Collateral Amount with respect thereto); and 
 (d) exercise on behalf of itself, the Lenders and the L/C
Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or equity; 

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower
under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender. 
  

	8.03	 Application of Funds. 



After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically
become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the
Administrative Agent in the following order: 
 First, to payment of that portion of the Secured
Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its
capacity as such; 

  
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 Second, to payment of that portion of the Secured
Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the
L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective
amounts described in this clause Second payable to them; 
 Third, to payment of that portion of the
Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that
portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of
the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14 and
to the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and 

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to
the Borrower or as otherwise required by Law. 
 Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts
received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section. 

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be
excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the
appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto. 
  

	8.04	 Borrower’s Right to Cure. 



Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of
Default for failure to comply with the financial covenants in Section 7.11 at the end of any fiscal quarter, until the expiration of the tenth (10th) day after the day on
which the financial statements and Compliance Certificate are required to be delivered for such fiscal quarter (the “Cure Expiration Date”), the net cash 

  
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proceeds from any cash equity contribution (which equity shall be either common Equity Interests or other Qualified Equity Interests on terms and conditions reasonably acceptable to the
Administrative Agent) made to the Borrower by any Person other than a Loan Party after the end of such fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purpose of determining
compliance with the financial covenants in Section 7.11 at the end of such fiscal quarter and each applicable subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation
of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period there will be a period of at least two fiscal quarters in which no Specified Equity
Contribution is made, (b) no more than four (4) Specified Equity Contributions shall be made during the term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause
the Borrower to be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 for such fiscal quarter, (d) Consolidated EBITDA shall be increased by an amount equal to such Specified Equity
Contribution solely for the purpose of determining compliance with the financial covenants set forth in Section 7.11 with respect to any Measurement Period of the Borrower that includes the fiscal quarter for which such
Specified Equity Contribution was made and not for any other purpose under this Agreement (including, without limitation, for purposes of determining the availability or amount of any covenant baskets or carve-outs, pricing or for any other
purposes), (e) the net cash proceeds from any Specified Equity Contribution are applied to prepay the Loans in accordance with the requirements of Section 2.05(b), and (f) any Indebtedness (including Loans) repaid with
the proceeds of any Specified Equity Contribution and any increase to Unrestricted Cash and Cash Equivalents as a result of such Specified Equity Contribution shall be disregarded for purposes of calculating the financial covenants set forth in
Section 7.11 for each such period during which such Specified Equity Contribution is included in the calculation of Consolidated EBITDA. The Borrower shall, on or prior to the making of any Specified Equity Contribution,
give the Administrative Agent a written notice identifying the aggregate amount of such Specified Equity Contribution to be used to test compliance with Section 7.11 for such fiscal quarter. Upon the making of a Specified
Equity Contribution, the financial covenants set forth in Section 7.11 shall be recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this Section 8.04
shall waive any Default or Event of Default that exists pursuant to Section 7.11 until such recalculation. If, after giving effect to such recalculation, the Borrower is in compliance with the financial covenants set forth
in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, then the applicable Default or Event of Default that had occurred shall be
deemed cured and not to have occurred for all purposes of this Agreement and the other Loan Documents. Notwithstanding anything to the contrary contained in Article VIII, neither the Administrative Agent nor any Lender may exercise any rights
or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default for failure to comply with Section 7.11 until and unless the Cure
Expiration Date has occurred without a Specified Equity Contribution having been designated and contributed; provided that during the period set forth in this sentence, an Event of Default shall nevertheless be deemed to have occurred and be
continuing for all other purposes under the Loan Documents (including restrictions on Credit Extensions). 
 ARTICLE IX 

ADMINISTRATIVE AGENT 
  

	9.01	 Appointment and Authority. 



(a) Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and
authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions and powers as are 

  
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reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan
Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties. 
 (b) Collateral Agent. The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes
of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits
of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

 

	9.02	 Rights as a Lender. 



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

	9.03	 Exculpatory Provisions. 



(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to 

  
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exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law,
including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor
Relief Law; and 
 (iii) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative
Agent or any of its Affiliates in any capacity. 
 (b) Neither the Administrative Agent nor any of its
Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at
the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01
and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer. 

(c) Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender
or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by
the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. 
 (d) Neither the Administrative Agent nor any of its Related Parties
shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the
foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with
respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution. 

  
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	9.04	 Reliance by Administrative Agent. 



The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any
liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to
be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and
shall be fully protected in relying 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 the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to
the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative 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. For purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections. 

 

	9.05	 Delegation of Duties. 



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

 

	9.06	 Resignation of Administrative Agent. 



(a) Notice. The Administrative Agent may at any time give notice of its resignation to the Lenders, the
L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender or Disqualified Institution. Whether or not a
successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

  
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 (b) Defaulting Lender. If the Person serving as
Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as
Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as
shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) Effect of Resignation or Removal. With effect from the Resignation Effective Date or the Removal
Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is
appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in
Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and
the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal
hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative
Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security
on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. 

(d) L/C Issuer and Swingline Lender. Any resignation or removal by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for 

  
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hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other
than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer or Swingline
Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

 

	9.07	 Non-Reliance on Administrative Agent and Other Lenders.



 Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the
Administrative Agent 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 the L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent 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, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

 

	9.08	 No Other Duties, Etc. 



Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, an Arranger, a Lender or the L/C Issuer hereunder. 

 

	9.09	 Administrative Agent May File Proofs of Claim; Credit Bidding. 



In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan
Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of
the Loans, L/C Obligations and all other Secured 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 L/C Issuer and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and
the Administrative Agent under Sections 2.03(h) and (i), 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; and 

  
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 (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C
Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of
the claim of any Lender or the L/C Issuer or in any such proceeding. 
 The Secured Parties hereby irrevocably authorize the
Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a
deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy
Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or
acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid
and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the
acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so
purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or
more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles,
including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on
actions by the Required Lenders contained in clauses (a) through (i) of Section 11.01 of this Agreement, and (iii) to the extent that Secured Obligations that are assigned to an acquisition vehicle
are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or
otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the
acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 
  

	9.10	 Collateral and Guaranty Matters. 



Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C
Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 

  
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 (a) to release any Lien on any property granted to or held
by the Administrative Agent under any Loan Document (i) upon the Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition
permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 11.01; 

(b) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan
Document to the holder of any Lien on such Collateral that is permitted by Section 7.01(c) and (d); and 

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary
as a result of a transaction permitted under the Loan Documents. 
 Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as
such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from
its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 

The Administrative 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the
Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 
  

	9.11	 Secured Cash Management Agreements and Secured Hedge Agreements. 



Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the
provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action
hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the
Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the
Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to
the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the
applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under
Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date. 

  
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	9.12	 Lender ERISA Representation. 



(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for
the avoidance of doubt, to or for the benefit of the Borrower 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 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, 

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

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

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative
Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless
sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Borrower or any other Loan Party, that: 
 (i) none of the Administrative Agent
or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (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 to hereto or thereto), 

  
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 (ii) the Person making the investment decision on behalf of
such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 
 (iii) the Person
making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating
investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), 

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this
Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v) no fee or other compensation is being paid directly to the Administrative Agent or the Arrangers or any of
their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

(c) The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not
undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that
such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit
or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated
hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees,
minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the
foregoing. 

  
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 ARTICLE X 

CONTINUING GUARANTY 
  

	10.01	 Guaranty. 



Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of
payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations
(for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such
Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under
Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such
indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor under any
Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of
establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by
the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a
defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. 

 

	10.02	 Rights of Lenders. 



Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand,
and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof;
(b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale
thereof as the Administrative Agent, the L/C Issuer and the Lenders in their reasonable discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting
the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate
as a discharge of such Guarantor. 
  

	10.03	 Certain Waivers. 



Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other
guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations
exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other
Loan Party, proceed against 

  
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or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security
now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or
sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or
demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. 

 

	10.04	 Obligations Independent. 



The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the
Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party. 

 

	10.05	 Subrogation. 



No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to
any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are
paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether
matured or unmatured. 
  

	10.06	 Termination; Reinstatement. 



This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in
full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made,
or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise,
all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The
obligations of each Guarantor under this paragraph shall survive termination of this Guaranty. 
  

	10.07	 Stay of Acceleration. 



If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by
or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties, except as prohibited by law.


  
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	10.08	 Condition of Borrower. 



Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the
Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such
Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the
Secured Parties to disclose such information and any defense relating to the failure to provide the same). 
  

	10.09	 Appointment of Borrower. 



Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan
Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems
appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or
a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the
Borrower on behalf of each of the Loan Parties. 
  

	10.10	 Right of Contribution. 



The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution
rights against the other Guarantors as permitted under applicable Law. 
  

	10.11	 Keepwell. 



Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in
each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party
with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of
such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party
intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the
Commodity Exchange Act. 

  
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 ARTICLE XI 

MISCELLANEOUS 
  

	11.01	 Amendments, Etc. 



No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or
consent shall: 
 (a) without the prior written consent of the Required Revolving Credit Lenders or Term
Lenders having more than 50% of Delayed Draw Term Loan Commitments on such date, as applicable, amend, modify or waive Section 4.02 or any other provision of this Agreement if the effect of such amendment, modification or
waiver is to require such Lenders to make Loans when such Lenders would not otherwise be required to do so; 

(b) without the prior written consent of the Required Revolving Credit Lenders, amendment, modify or waive
(i) the amount of the Swingline Sublimit or (ii) the amount of the Letter of Credit Sublimit; 

(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in
Commitments is not considered an extension or increase in Commitments of any Lender); 
 (d) postpone any
date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without
the written consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender; 

(e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or
(subject to clauses (iv) and (v) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender
entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to
reduce any fee payable hereunder; 
 (f) change Section 2.13 or
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 

  
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 (g) change any provision of this
Section 11.01 or the definition of “Required Lenders”, “Required Revolving Credit Lender” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend,
waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each affected Lender; 

(h) release all or substantially all of the Collateral in any transaction or series of related transactions,
without the written consent of each Lender; 
 (i) release all or substantially all of the value of the
Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative
Agent acting alone); or 
 (j) release the Borrower or permit the Borrower to assign or transfer any of its
rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender; 
 and provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the
Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent
under this Agreement or any other Loan Document; (iv) the Autoborrow Agreement and any fee letters executed in connection therewith may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and
(v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (A) no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with
the consent of the applicable Lenders other than Defaulting Lenders, except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the
consent of such Defaulting Lender); (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the
Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; and (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of the Lenders. 
 Notwithstanding anything to the contrary herein,
(a) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a
party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other
amounts owing to it or accrued for its account under this Agreement, and (b) the Administrative Agent may amend or modify this Agreement and any other Loan Document to (i) cure any ambiguity, omission, mistake, defect or inconsistency
herein or therein or (ii) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the Secured Parties or join additional Persons as Loan Parties; provided that no
amendment or modification shall result in any increase in the amount of any Lender’s Commitment without the written consent of such affected Lender. 

  
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	11.02	 Notices; Effectiveness; Electronic Communications. 



(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be
given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by fax transmission or other electronic mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as
follows: 
 (i) if to the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the
Swingline Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 1.01(a); and 

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number
specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 
 Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission or other electronic mail transmission
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other
communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to the Administrative Agent, the
Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including electronic mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such Lender, Swingline Lender or the L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an
electronic 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 electronic mail or other written
acknowledgement) and (ii) notices and other communications posted to an Internet or intranet website shall be deemed 

  
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received by the intended recipient upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of
business on the next Business Day for the recipient. 
 (c) The Platform. THE PLATFORM IS PROVIDED
“AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any
Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet. 

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the
Swingline Lender may change its address, facsimile number or telephone number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile number
or telephone number or electronic mail address for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) 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 Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public
information with respect to the Borrower or its securities for purposes of United States federal or state securities laws. 

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer
and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given
by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof. 

  
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The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording. 
  

	11.03	 No Waiver; Cumulative Remedies; Enforcement. 



No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan
Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law. 
 Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided,
however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the
other Loan Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in
clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as
authorized by the Required Lenders. 
  

	11.04	 Expenses; Indemnity; Damage Waiver. 



(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including legal fees, disbursements and other charges of one primary firm of outside counsel
for Bank of America and Administrative Agent, one firm of special and/or regulatory counsel retained by Bank of America or the Administrative Agent in each applicable specialty or regulatory area, and one firm of local counsel retained by Bank of
America or the Administrative Agent in each applicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer 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, any Lender or the L/C Issuer (including the fees, charges and 

  
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disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and
any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable fees,
disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction, one specialty counsel for each relevant specialty and one additional counsel to each group of affected Persons similarly situated if one or more
conflicts of interests, or perceived conflicts of interest, arise), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and
the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence, release, use, generation,
manufacture, production, storage, threatened release, discharge or disposal of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan
Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN
WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such
Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or
such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) result from a dispute solely among Indemnitees and
not arising out of any act or omission of the Borrower or any of its Subsidiaries or Affiliates (other than any claim against an Indemnitee in its capacity or in fulfilling its role as an Arranger, the Administrative Agent, the Swingline Lender or
an L/C Issuer hereunder). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim. 

  
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 (c) Reimbursement by Lenders. To the extent that the
Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related
Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d). 

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan
Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

(e) Payments. All amounts due under this Section shall be payable not later than ten (10) Business
Days after demand therefor. 
 (f) Survival. The agreements in this Section and the indemnity
provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations. 
  

	11.05	 Payments Set Aside. 



To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended 

  
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to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is
made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and
the termination of this Agreement. 
  

	11.06	 Successors and Assigns. 



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

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

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount
specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall


  
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not be less than $5,000,000, in the case of any assignment in respect of either of the Revolving Facility or the Term Facility, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned, except that this clause (ii) shall not apply to the Swingline
Lender’s rights and obligations in respect of Swingline Loans. 
 (iii) Required Consents. No
consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required
unless (1) a Specified Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have
consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be
required for assignments in respect of (1) any unfunded Delayed Draw Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate
of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of
the Revolving Facility. 
 (iv) Assignment and Assumption. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect
to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any
of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B),
(C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), (D) to any Disqualified Institution (unless otherwise consented to by the Borrower in its reasonable
discretion), or (E) to Bernhard Capital Partners Management, LP, Bernhard Capital Partners Management, LLC, BCP Energy Services Fund, LP, BCP Energy Services Fund A, LP, BCP Energy Services Executive Fund, LP or any of their respective
Affiliates. 

  
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 (vi) Certain Additional Payments. In connection with
any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such
additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or
sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded
by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer
or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of
such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 
 Subject to
acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except
to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. 

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the
equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice. This Section 11.06(c) shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the
Code and any related Treasury Regulations (or any other relevant or successor provisions of the Code or of such Treasury Regulations). 

  
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 (d) Participations. Any Lender may at any time,
without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a
natural Person, a Defaulting Lender, any Disqualified Institution (unless such Disqualified Institution is otherwise consented to by the Borrower in its reasonable discretion) or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C
Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer 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 11.04(c) without regard to the existence 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 this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01 and 3.04 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under
Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive
any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to
cooperate with the Borrower to effectuate the provisions of Section 3.06 and 11.13 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

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

(f) Resignation as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the
contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice
to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C
Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C
Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America
with respect to such Letters of Credit. 
 (g) Disqualified Institutions. (i) No assignment or,
to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the applicable Lender entered into a
binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this
Section 11.06, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a
Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (x) such
assignee shall not retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer
being considered a Disqualified Institution. Any assignment in violation of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply. 

  
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 (ii) If any assignment is made to any Disqualified
Institution without the Borrower’s prior consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the
applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such
Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution
paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other Loan Documents and/or (C) require such Disqualified Institution
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 11.06), all of its interest, rights and obligations under this Agreement and related Loan Documents to
an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus
accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and the other Loan Documents; provided that (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if
any) specified in Section 11.06(b), (ii) such assignment does not conflict with applicable Laws and (iii) in the case of clause (B), the Borrower shall not use the proceeds from any Loans to prepay Term Loans held by
Disqualified Institutions. 
 (iii) Notwithstanding anything to the contrary contained in this Agreement,
Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings
attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x)
for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this
Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any
plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Institution party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if
such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e)
of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with
Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent
jurisdiction) effectuating the foregoing clause (2). 

  
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 (iv) The Administrative Agent shall have the right, and the
Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on the Platform,
including that portion of the Platform that is designated for “public side” Lenders or (B) provide the DQ List to each Lender requesting the same. 
  

	11.07	 Treatment of Certain Information; Confidentiality. 



(a) Treatment of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer
agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its
Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any
other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of or its rights and
obligations under this Agreement or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or
payments hereunder (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participant), (vii) on a confidential basis to (A) any rating agency in connection with rating the
Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to deliver Borrower
Materials or notices to the Lenders or (C) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,
(viii) with the consent of the Borrower or to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, any Lender, the L/C
Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan
Documents and the Commitments. 

  
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 (b) Non-Public
Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include material non-public information concerning a Loan Party or a Subsidiary,
as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material
non-public information in accordance with applicable Law, including United States federal and state securities Laws. 

(c) Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue
any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative
Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public
disclosure. Neither the Administrative Agent nor any Lender shall issue any press release or other public disclosure (other than customary pitch materials) with respect to the Loan Documents or any transaction contemplated therein using the name,
logo or otherwise referring to any Loan Party or any terms and conditions with respect to the Loan Documents without the prior consent of the Borrower except to the extent required to do so under applicable Laws. 

(d) Customary Advertising Material. The Loan Parties consent to the publication by the Administrative
Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties. 

 

	11.08	 Right of Setoff. 



If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the
Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the
L/C Issuer 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, (a) all amounts so set off
shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and application. 

  
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	11.09	 Interest Rate Limitation. 



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

	11.10	 Counterparts; Integration; Effectiveness. 



This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable
to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that,
when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder, by fax transmission or other
electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a
manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or electronic mail transmission shall be promptly followed by such manually
executed counterpart. 
  

	11.11	 Survival of Representations and Warranties. 



All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 
  

	11.12	 Severability. 



If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable 

  
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provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing
provisions of this Section, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C
Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 
  

	11.13	 Replacement of Lenders. 



If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any
Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to
Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that: 
 (a) the Borrower shall have paid or caused to be paid to the
Administrative Agent the assignment fee (if any) specified in Section 11.06(b); 

(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its
Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts); provided, however, for the sake of clarity, that the amounts payable to the assignee hereunder are subject to Section 2.15 and any related reductions of such amounts payable to
such Lender; 
 (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 

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

(e) in the case of an assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 11.14 Governing Law;
Jurisdiction; Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT,
AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

 

  
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 (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH
OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH
COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. THE BORROWER AND EACH
OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF
PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS AT THE PHYSICAL ADDRESS IN EFFECT UNDER SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW. 

  
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	11.15	 Waiver of Jury Trial. 



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

 

	11.16	 Subordination. 



Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and
indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting
from such Subordinating Loan Party’s performance under this Agreement, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the
Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but
without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments
with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in
trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent. 
 11.17 No Advisory or
Fiduciary Responsibility. 
 In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the
arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the Arrangers and the Lenders are arm’s-length commercial transactions between the
Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent (and, as applicable, its Affiliates), the Arrangers and the Lenders and their Affiliates (collectively, solely for purposes of this
Section, the “Lenders”), on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the
Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent and its
Affiliates, the Arrangers and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for
Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, any of its Affiliates, the Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or
any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates, the Arrangers, and
the 

  
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Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the
Administrative Agent, any of its Affiliates, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each
of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transactions contemplated hereby. 
 11.18 Electronic Execution of Assignments and Certain Other
Documents. 
 The words “delivery,” “execute,” “execution,” “signed,”
“signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of the Administrative
Agent, any electronic signature shall be promptly followed by such manually executed counterpart. 
 11.19 USA PATRIOT Act Notice.

 Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower and the Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and
information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

 

	11.20	 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. 


 Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution
is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C
Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and
acknowledges and agrees to be bound by: 
 (a) the application of any Write-Down and Conversion Powers by an
EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and 

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

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

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such
EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of
such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 11.21
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support,
“QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC
Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States): 
 (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered
Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC
Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United
States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC
Credit Support. 
 (b) As used in this Section 11.21, the following terms have the
following meanings: 
 “BHC Act Affiliate” of a party means an “affiliate” (as
such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 

  
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 “Covered Entity” means any of the
following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in
accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

[Remainder of page intentionally left blank; signature pages follow] 

 

  
 144 












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

			
	BORROWER:
	
	 CHARAH SOLUTIONS, INC., a Delaware corporation

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	GUARANTORS:
	
	 ALLIED POWER HOLDINGS, LLC, a Delaware limited liability company

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	 ALLIED POWER INTERNATIONAL, LLC, a Delaware limited liability company

		
	By:	 	/s/ D. Ron McCall
	 Name: D. Ron McCall

	 Title: Manager

	
	 ALLIED POWER MANAGEMENT, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Sole Member, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary














 
			
	 ALLIED POWER RESOURCES, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Management, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	 ALLIED POWER SERVICES, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Management, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	 ALLIED POWER SOLE MEMBER, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary














 
			
	 ASH MANAGEMENT SERVICES, LLC, a Kentucky limited liability company

		
	 By:
	 	 Charah, LLC

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer & Treasurer

	
	 CHARAH MANAGEMENT LLC, a Delaware limited liability company

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	 CHARAH PLANT SERVICES, LLC, a Delaware limited liability company

		
	 By:
	 	 Allied Power Management, LLC,

		 	 its sole member

		
	 By:
	 	 Allied Power Holdings, LLC,

		 	 its sole member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary














 
			
	 CHARAH SOLE MEMBER LLC, a Delaware limited liability company

		
	 By:
	 	 Charah Management LLC,

		 	 its sole member and managing member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	 CHARAH, LLC, a Kentucky limited liability company

		
	 By:
	 	 Charah Sole Member LLC,

		 	 its sole member and sole manager

		
	 By:
	 	 Charah Management LLC,

		 	 its sole member and managing member

		
	 By:
	 	 Charah Solutions, Inc.,

		 	 its sole member and sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer, Treasurer & Secretary

	
	 MERCURY CAPTURE BENEFICIATION, LLC, a Delaware limited liability company

		
	 By:
	 	 Charah, LLC its sole manager

		
	By:	 	/s/ Bruce Kramer
	 Name: Bruce Kramer

	 Title: Chief Financial Officer & Treasurer














 
			
	MERCURY CAPTURE INTELLECTUAL PROPERTY, LLC, a Delaware limited liability company
		
	By:	 	Charah, LLC its sole manager
		
	By:	 	/s/ Bruce Kramer
	Name: Bruce Kramer
	Title: Chief Financial Officer & Treasurer
	
	NUTEK MICRO-GRINDING, LLC, a Connecticut limited liability company
		
	By:	 	Charah, LLC its sole manager
		
	By:	 	/s/ Bruce Kramer
	Name: Bruce Kramer
	Title: Chief Financial Officer & Treasurer
	
	SCB INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company
		
	By:	 	Charah, LLC its sole member and sole manager
		
	By:	 	/s/ Bruce Kramer
	Name: Bruce Kramer
	Title: Chief Financial Officer & Treasurer
	
	SCB TRADING, LLC, a Connecticut limited liability company
		
	By:	 	Charah, LLC its sole manager
		
	By:	 	/s/ Bruce Kramer
	Name: Bruce Kramer
	Title: Chief Financial Officer & Treasurer













 
			
	ADMINISTRATIVE AGENT:
	
	 BANK OF AMERICA, N.A.,

	 as Administrative Agent

		
	By:	 	/s/ Charlene Wright-Jones
	 Name: Charlene Wright-Jones

	 Title: Vice President














 
			
	LENDERS:
	
	 BANK OF AMERICA, N.A.,

	 as a Lender, L/C Issuer and Swingline Lender

		
	By:	 	/s/ Ryan Vetsch
	 Name: Ryan Vetsch

	 Title: Vice President