Common use of Acknowledgement and Consent to Bail Clause in Contracts

Acknowledgement and Consent to Bail. In of Affected Financial Institutions 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders; Commitments Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 6.02 – Existing Liens> EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Borrowing Request Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 22, 2015, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and ▇▇▇▇▇ FARGO BANK, N.A., as Administrative Agent. The parties hereto agree as follows:

Acknowledgement and Consent to Bail. In of Affected Financial Institutions 95> <SECTION 9.19167 Section 12.24. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders; Commitments Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 6.02 – Existing Liens> EXHIBITS: Recognition of the U.S. Special Resolution Regimes 168 Section 12.25. ERISA Representations 169 Exhibit A — A-1 Form of Term Note Exhibit A-2 Form of Revolving Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Conversion/Continuation Exhibit B-3 Form of Letter of Credit Notice Exhibit C Form of Compliance Certificate Exhibit D-1 Form of Assignment and Assumption Acceptance Exhibit B — D-2 Form of Borrowing Request Affiliate Assignment and Acceptance Exhibit C-1 — E Form of Solvency Certificate Exhibit F Joinder Agreement Exhibit G Dutch Auction Procedures Exhibit H-1 Form of U.S. Tax Compliance Certificate (For for Foreign Lenders That Are Not that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — H-2 Form of U.S. Tax Compliance Certificate (For for Foreign Lenders That Are Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — H-3 Form of U.S. Tax Compliance Certificate (For for Foreign Participants That Are Not that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — H-4 Form of U.S. Tax Compliance Certificate (For for Foreign Participants That Are Lenders that are Partnerships for U.S. Federal Income Tax PurposesExhibit I-1 First Lien Intercreditor Agreement Exhibit I-2 Junior Intercreditor Agreement Schedule 1.01(a) Exhibit D — Form Existing Letters of Term Note Exhibit E — Form Credit Schedule 1.01(b) Mortgaged Properties Schedule 1.01(c) Commitments Schedule 3.01(b) Letter of Compliance Certificate <Exhibit F – Form Credit Commitments Schedule 5.03 No Violation Schedule 5.06 Taxes Schedule 5.12 Ownership of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN Properties Schedule 5.19 Labor Matters Schedule 5.21 Intellectual Property Schedule 6.12 Post-Closing Covenants Schedule 8.02 Indebtedness Schedule 8.03 Liens Schedule 8.05 Investments Schedule 8.07 Transactions with Affiliates THIS CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) ), dated as of October 22August 12, 20152020, is made by and among XHR LPEMERALD PERFORMANCE MATERIALS, LLC, a Delaware limited partnershipliability company, as borrower (the LENDERS “Borrower”), EPM Kalama Chemical Holding Corp., a Delaware corporation (“EPM Kalama”) and EPM Polymer Additives Holding Corp., a Delaware corporation (“EPM Polymer”) as the “Holdings Entities” and each individually, a “Holdings Entity” (the Holdings Entities collectively, “Holdings”), certain Restricted Subsidiaries (as hereinafter defined) from time to time party hereto, as Subsidiary Guarantors (as hereinafter defined), the banks and ▇▇▇▇▇ FARGO BANK, N.A.financial institutions listed on the signature pages hereto or that become parties hereto on or after the Closing Date (as hereinafter defined), as Administrative Agent. The parties hereto agree Lenders (as follows:hereinafter defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent for the Lenders and collateral agent for the Secured Parties (as hereinafter defined).

Acknowledgement and Consent to Bail. In of Affected EEAAffected Financial Institutions 95> <SECTION 9.19Institution 188Institutions 196 Section 9.24. Acknowledgement Regarding Any Supported QFCs 96> QFC 188197 SCHEDULES: Schedule EGL — Eligible Ground Leases 1.01(a) – Commitment Schedule ES — Excluded Schedule 1.01(b) – Dutch Auction Schedule 1.01(c) – Mortgages Schedule 1.01(d) – Existing Investments Schedule 1.01(f) – Broker-Dealer Subsidiaries Schedule 2.01 — Lenders; Commitments 1.01(g) – Introducing Broker Subsidiaries Schedule 3.05 — Unencumbered Properties 3.05(a) – Fee Owned Real Estate Assets Schedule 3.06 — Disclosed 3.13 – Subsidiaries Schedule 3.20 – Certain Regulatory Matters Schedule 3.14 — 5.09 – Unrestricted Subsidiaries Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 6.02 6.01(i) – Existing Liens> Indebtedness Schedule 6.02(l) – Existing Liens Schedule 6.07(bb) – Certain Dispositions Schedule 6.09(e) – Existing Transactions with Affiliates Schedule 9.01 – Borrower’s Website Address for Electronic Delivery EXHIBITS: Exhibit A — A-1 – Form of Assignment and Assumption Exhibit A-2 – Form of Affiliated Lender Assignment and Assumption Exhibit B — – Form of Borrowing Request Exhibit C-1 — C – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – Form of Perfection Certificate Exhibit F – Form of Perfection Certificate Supplement Exhibit G – Form of Promissory Note Exhibit H – Form of Pledge and Security Agreement Exhibit I – Form of Guaranty Agreement Exhibit J-1 – Form of Patent Security Agreement Exhibit J-2 – Form of Trademark Security Agreement Exhibit J-3 – Form of Copyright Security Agreement Exhibit K – Form of Letter of Credit Request Exhibit L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — L-2 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-4 — L-3 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit L-4 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F M – Form of Covenant Waiver Period Pledge Agreement> <Solvency Certificate Exhibit G N – Form of Intercreditor Agreement> TERM LOAN AGREEMENT Prepayment Notice CREDIT AGREEMENT, dated as of July 1, 2019 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 22), 2015by and among Victory Capital Holdings, among XHR LPInc., a Delaware limited partnershipcorporation (the “Borrower”), the LENDERS Lenders from time to time party hereto, hereto and ▇▇▇▇▇ FARGO BANK, N.A.Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent. The parties hereto agree as follows:”), a Swingline Lender and an Issuing Bank.

Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: 164166 SCHEDULES Schedule EGL — Eligible Ground Leases 1 Lenders and Commitments Schedule ES — Excluded 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 2.01 — Lenders; Commitments 1.01(e) Subsidiary Guarantors Schedule 3.05 — Unencumbered Properties 1.01(f) Landing Site Schedule 3.06 — Disclosed Matters 1.01(g) Holding Company Merger Schedule 3.14 — Subsidiaries 5.11 Real Property -viii- Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <5.15 Intellectual Property Schedule 6.02 – Existing Liens> EXHIBITS: 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A — A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment and Assumption Agreement Exhibit B — H [Intentionally Omitted] Exhibit I Form of Borrowing Request Intercompany Subordination Agreement Exhibit C-1 — J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-4 — J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) Exhibit D — J-4 Form of Term Note Exhibit E — Form of U.S. Tax Compliance Certificate <Exhibit F – Form (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into as of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form May 31, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of Intercreditor Agreement> TERM LOAN AGREEMENT the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (as amendedthe “EMEA Borrower” and, restatedtogether with the U.S. Borrower, extendedeach, supplemented or otherwise modified a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time, this “Agreement”) dated as of October 22, 2015, among XHR LPtime party hereto (each, a Delaware limited partnership“Lender” and collectively, the LENDERS party hereto“Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), and ▇▇▇▇▇ FARGO BANK, N.A., as Administrative Agent. The parties hereto agree an LC Issuer (as follows:hereinafter defined).

Acknowledgement and Consent to Bail. In of Affected Financial Institutions 95> <SECTION 9.19137143 Section 11.20. Governing Law; Submission to Jurisdiction; Service of Process 138144 Section 11.21. Treatment of Certain Information, Confidentiality 145 Section 11.22. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders; Commitments Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 6.02 – Existing Liens> EXHIBITS: 146 Jury Trial Waiver 1148 iv TABLE OF CONTENTS Page Exhibit A — Form of Revolving Credit Note Exhibit B Form of Swing Line Note Exhibit C Form of Term Note Exhibit D Form of Notice of Loan Exhibit E Form of Letter of Credit Request Exhibit F Form of Compliance Certificate Exhibit G Form of Additional Borrower Assumption Agreement Exhibit H Form of Assignment and Assumption Agreement Exhibit B — Form of Borrowing Request Exhibit C-1 — I-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — I-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-4 — I-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) Exhibit D — I-4 Form of Term Note U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit E — J Form of Compliance Certificate <Exhibit F – Form DDTL Note Schedule 1 Commitments of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form Lenders Schedule 2 Borrowers Schedule 3 Guarantors of Intercreditor Agreement> TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as Payment Schedule 4 Pledged Securities Schedule 5 Mortgaged Real Property Schedule 5.8 Indebtedness Schedule 5.9 Liens Schedule 5.11 Permitted Investments Schedule 5.17 Affiliate Transactions Schedule 5.23 Restrictive Agreements Schedule 6.1 Corporate Existence; Subsidiaries; Foreign Qualification Schedule 6.4 Litigation and Administrative Proceedings Schedule 6.5 Real Estate Owned by the Companies Schedule 6.9 Locations Schedule 6.11 Employee Benefits Plans Schedule 6.17 Intellectual Property Schedule 6.18 Insurance Schedule 6.19 Deposit Accounts and Securities Accounts Schedule 7.4 Pledged Notes Schedule 7.5 Commercial Tort Claims Schedule 8 Capital Maintenance Rules Schedule 9 Abstract Acknowledgement of October 22, 2015, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and ▇▇▇▇▇ FARGO BANK, N.A., as Administrative Agent. The parties hereto agree as follows:Debt v

Acknowledgement and Consent to Bail. In of Affected Financial Institutions 95> <SECTION 9.19Institutions. 156 11.23 Amendment and Restatement 156 11.24 Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: 157 SCHEDULES Schedule EGL — Eligible Ground Leases 1.01(a) Certain Addresses for Notices Schedule ES — Excluded Subsidiaries 1.01(b) Commitments and Applicable Percentages as of the Second Amendment Effective Date Schedule 2.01 — Lenders; Commitments 1.01(c) Existing Letters of Credit Schedule 3.05 — Unencumbered 1.01(d) Responsible Officers Schedule 5.10 Insurance Schedule 5.19(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments Schedule 5.19(b) Loan Parties Schedule 5.20(b) Intellectual Property Schedule 5.20(c) Deposit Accounts and Securities Accounts Schedule 5.20(d) Real Properties Schedule 3.06 — Disclosed Matters 5.22 Health Care Laws Schedule 3.14 — Subsidiaries 7.01 Liens Existing as of the Second Amendment Effective Date Schedule 6.08—<6.01 –> 7.02 Indebtedness Existing Restrictions<Indebtedness> <as of the Second Amendment Effective Date Schedule 6.02 – 7.03 Investments Existing Liens> EXHIBITS: as of the Second Amendment Effective Date Schedule 7.08 Transactions with Affiliates EXHIBITS Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Borrowing Request Compliance Certificate Exhibit C-1 — C Form of Incremental Term Loan Lender Joinder Agreement Exhibit D Form of Incremental Term Note Exhibit E Form of Joinder Agreement Exhibit F Form of Loan Notice Exhibit G Form of Notice of Loan Prepayment Exhibit H Form of Revolving Note Exhibit I Form of Secured Party Designation Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Swingline Loan Notice Exhibit L Forms of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Certificates Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D — M Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated is entered into as of October 22June 29, 20152018, among XHR LPAMEDISYS, INC., a Delaware corporation (the “Company”), AMEDISYS HOLDING, L.L.C., a Louisiana limited partnershipliability company (“Amedisys Holding” and together with the Company, each a “Borrower” and collectively, the LENDERS party hereto“Borrowers”), the Guarantors (defined herein), the Lenders (defined herein), and ▇▇▇▇▇ FARGO BANKBANK OF AMERICA, N.A., as Administrative Agent. The parties hereto agree as follows:, Swingline Lender and L/C Issuer.

Acknowledgement and Consent to Bail. In of Affected Financial Institutions 95> <SECTION 9.19. 1427 12.13 USA PATRIOT Act Notice 1437 12.14 Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders1438 12.15 Assignments and Allocations; Commitments Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Amendment and Restatement 1449 12.16 ESG Amendment 1550 SCHEDULES SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS SCHEDULE 1.1(C) - Existing Restrictions<Indebtedness> <Schedule 6.02 – Existing Liens> EXHIBITS: Exhibit Letters of Credit EXHIBITS EXHIBIT A — Form of Assignment and Assumption Exhibit - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT B — Form of Borrowing Request Exhibit C-1 — Form of - GUARANTOR JOINDER EXHIBIT C - REVOLVING CREDIT NOTE EXHIBIT D - TERM NOTE EXHIBIT E - DELAYED DRAW TERM LOAN NOTERESERVED EXHIBIT F - LOAN REQUEST EXHIBIT G-1 - U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of EXHIBIT G-2 - U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of EXHIBIT G-3 - U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN EXHIBIT G-4 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT H - COMPLIANCE CERTIFICATE THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of October 22June 30, 20152022 and is made by and among Construction Partners, among XHR LPInc., a Delaware corporation (“Construction Partners”); Wiregrass Construction Company, Inc., an Alabama corporation (“Wiregrass Construction”); FSC II, LLC, a North Carolina limited partnership, the LENDERS party hereto, and liability company (“FSC”); ▇. ▇. ▇▇▇▇▇▇▇ FARGO Contracting, Incorporated, a Florida corporation (“▇▇▇▇▇▇▇ Contracting”); King Asphalt, Inc., a South Carolina corporation (“King Asphalt”); and The ▇▇▇▇▇▇▇ Company, a Georgia corporation (“▇▇▇▇▇▇▇”,); ▇▇▇▇▇▇▇ Corporation, a North Carolina corporation (“▇▇▇▇▇▇▇”); ▇▇▇▇▇▇▇ Asphalt Corporation, a North Carolina corporation (“▇▇▇▇▇▇▇ Asphalt”); Asphalt Inc., LLC d/b/a Lone Star Paving, a Texas limited liability company (“Asphalt Inc.”); Overland Corporation, an Oklahoma corporation (“Overland”); Overland Materials and Manufacturing, Inc., an Oklahoma corporation (“Overland Materials”); PRI of East Tennessee Inc., a Tennessee corporation (“PRI”); and Pavement Restorations, Inc., a Tennessee corporation (“Pavement” and, collectively with Construction Partners, Wiregrass Construction, FSC, ▇▇▇▇▇▇▇ Contracting and, King Asphalt, Scruggs, Ferebee, ▇▇▇▇▇▇▇ Asphalt, Asphalt Inc., Overland, Overland Materials and PRI, the “Borrowers”, and each, individually, a “Borrower”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, N.A.NATIONAL ASSOCIATION, in its capacity as the Administrative AgentAgent (as hereinafter defined) and Issuing Lender (as hereinafter defined). The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement to, among other things, extend credit to the Borrowers in the form of (i) a term loan facility in an initial aggregate principal amount of $250,000,000, (ii) a revolving credit facility in an initial aggregate principal amount of $325,000,000, which will include a sublimit for the making of one or more Letters of Credit from time to time and (iii) a delayed draw term loan facility in an initial principal amount of up to $50,000,000. The Lenders have indicated their willingness to lend and the Issuing Lender has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. It is the intent of the parties hereto agree that this Agreement amend and restate in its entirety the Existing Credit Agreement and that this Agreement does not and shall not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement. It is further the intent of the parties that (a) the Obligations (as follows:defined in the Existing Credit Agreement) which remain unpaid and outstanding as of the date hereof shall continue to exist under this Agreement on the terms set forth herein, (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined in this Agreement); and (c) from and after the Closing Date, all references to the “Credit Agreement” and “Loan Documents” contained in the Existing Credit Agreement shall be deemed to refer to this Agreement and the Loan Documents (as defined herein), respectively.

Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders; Commitments Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 6.02 – Existing Liens> EXHIBITS: 211 Exhibits and Schedules Exhibit A — Form of Assignment and Assumption Acceptance Exhibit B — Form of Borrowing Request Exhibit C-1 — C Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Swingline Borrowing Request Exhibit C-2 — D Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Interest Election Request Exhibit C-3 — E Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Mortgage Exhibit C-4 — F Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Permitted Loan Purchase Assignment and Acceptance Exhibit D — G Form of Term Discounted Prepayment Option Notice Exhibit H Form of Lender Participation Notice Exhibit I Form of Discounted Voluntary Prepayment Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Global Intercompany Note Exhibit E — L Form of Compliance Certificate <Subordination, Non-Disturbance and Attornment Agreement Exhibit F – M Form of Covenant Waiver Period Pledge Agreement> <Collateral Agreement Exhibit G – N Form of Subsidiary Guarantee Agreement Exhibit O Form of First Lien Intercreditor Agreement> TERM LOAN Agreement Exhibit P Form of Second Lien Intercreditor Agreement Schedule 1.01(A) Mortgaged Properties Schedule 1.01(B) Existing Letters of Credit Schedule 1.01(C) Subsidiary Loan Parties Schedule 1.01(D) Undeveloped Land Schedule 1.01(E) Closing Date Unrestricted Subsidiaries Schedule 1.01(F) Post-Closing Restructuring Transaction Schedule 2.01 Commitments Schedule 3.01 Organization; Powers Schedule 3.04 Governmental Approvals Schedule 3.08(a) Subsidiaries Schedule 3.08(b) Subscriptions Schedule 3.22 Intellectual Property Rights Schedule 4.02(b) Local Counsel Schedule 5.10 Post-Closing Items Schedule 6.01 Existing Indebtedness Schedule 6.02(a) Existing Liens Schedule 6.04 Existing Investments Schedule 6.07 Transactions with Affiliates Schedule 9.01 Notice Information FIRST LIEN CREDIT AGREEMENT dated as of October 11, 2013 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 22, 2015), among XHR LP(a) CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, a Delaware limited partnershipliability company (“CERP LLC”), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (“CERP Finance”) and (c) (i) ▇▇▇▇▇▇’▇ LAS VEGAS, LLC, a Nevada limited liability company, (ii) ▇▇▇▇▇▇’▇ ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) ▇▇▇▇▇▇’▇ LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), collectively the “CMBS Borrowers” or each, a “CMBS Borrower”, together with CERP LLC and CERP Finance, the “Borrowers”), the LENDERS party heretohereto from time to time and CITICORP NORTH AMERICA, and ▇▇▇▇▇ FARGO BANK, N.A.INC., as Administrative Agent. The parties hereto agree as follows:administrative agent and collateral agent for the Lenders.

Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> 144 SCHEDULES: Schedule EGL — Eligible Ground Leases 2.01 – Commitments / Specified LC Exposure Sublimits Schedule ES — Excluded 3.01 – Subsidiaries Schedule 2.01 — Lenders; Commitments Schedule 3.05 — Unencumbered Properties Schedule 3.06 — – Disclosed Matters Schedule 3.14 — Subsidiaries 3.17 – Franchise and License Matters Schedule 6.08—<6.01 –> 3.18 – Matters Relating to Cable Systems Schedule 5.09(c) – Post-Closing Matters Schedule 6.01 – Existing Restrictions<Indebtedness> <Indebtedness Schedule 6.02 – Existing Liens> Liens Schedule 6.05(f) – Investments Schedule 6.07 – Affiliate Transactions Schedule 6.11 – Dispositions Schedule 6.10 – Burdensome Agreements Schedule 9.01 – Notices EXHIBITS: Exhibit A — – Form of Assignment and Assumption Exhibit B — – Form of Term Note Exhibit C – Form of Revolving Note Exhibit D – Form of Security Agreement Exhibit E – Form of Borrowing Request Exhibit C-1 — F – Form of Swingline Loan Notice Exhibit G – Form of Compliance Certificate Exhibit H – Form of Guarantee Agreement Exhibit I-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — I-2 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — I-3 – Form of U.S. Tax Compliance Certificate (For Foreign Non-U.S. Participants That Are Not that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — I-4 – Form of U.S. Tax Compliance Certificate (For Foreign Non-U.S. Participants That Are that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F J – Form of Covenant Waiver Period Pledge Agreement> <First Lien Intercreditor Agreement Exhibit G K – Form of Intercreditor Agreement> TERM LOAN Discounted Prepayment Option Notice Exhibit L – Form of Lender Participation Notice Exhibit M – Form of Discounted Voluntary Prepayment Notice CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 22June 30, 2015, as amended on February 13, 2017 pursuant to Amendment No. 1 to the Credit Agreement, dated as of February 13, 2017, among XHR LPCABLE ONE, a Delaware limited partnershipINC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and ▇▇▇▇▇ FARGO BANKFargo Bank, N.A.National Association, as Administrative Syndication Agent. The parties hereto agree as followsto the following:

Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: 154 Section 11.31 Dutch Legal Matters 155 #4848-6974-4858 SCHEDULES Schedule EGL — Eligible Ground Leases 1 Lenders and Commitments Schedule ES — Excluded 1.01(a) Agreed Security Principles Schedule 1.01(b) [Intentionally Omitted] Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 2.01 — Lenders; Commitments 1.01(e) Subsidiary Guarantors Schedule 3.05 — Unencumbered Properties 1.01(f) Landing Site Schedule 3.06 — Disclosed Matters 1.01(g) Holding Company Merger Schedule 3.14 — Subsidiaries 5.10 Tax Returns and Payments Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <5.11 Real Property Schedule 6.02 – Existing Liens> EXHIBITS: 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A — Form of Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit C Notice of Withdrawal Exhibit D [Intentionally Omitted] Exhibit E [Intentionally Omitted] Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment and Assumption Agreement Exhibit B — H [Intentionally Omitted] Exhibit I Form of Borrowing Request Intercompany Subordination Agreement Exhibit C-1 — J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for For U.S. Federal Income Tax Purposes) #4848-6974-4858 Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for For U.S. Federal Income Tax Purposes) Exhibit C-4 — J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for For U.S. Federal Income Tax Purposes) Exhibit D — J-4 Form of Term Note Exhibit E — Form of U.S. Tax Compliance Certificate <Exhibit F – Form (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) #4848-6974-4858 This PRIMING FACILITY CREDIT AGREEMENT is entered into as of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form December 28, 2020 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “Parent Guarantor”); (ii) GTT Communications B.V., a company organized under the laws of Intercreditor Agreement> TERM LOAN AGREEMENT the Netherlands (as amended, restated, extended, supplemented or otherwise modified the “Borrower”); (iii) the lenders from time to time, this “Agreement”) dated as of October 22, 2015, among XHR LPtime party hereto (each, a Delaware limited partnership“Lender” and collectively, the LENDERS party hereto, “Lenders”); and ▇▇▇▇▇ FARGO BANK, N.A.(iv) Delaware Trust Company, as the administrative agent (the “Administrative Agent. The parties hereto agree as follows:”).

Acknowledgement and Consent to Bail. In of Affected EAA<Affected> Financial Institutions 9598<114> SECTION 9.19 Transitional Arrangements 98<114> <SECTION 9.19. 9.20 Acknowledgement Regarding Any Supported QFCs 96115> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 2.01A — Lenders; Commitments Schedule 2.01B — Swingline Lenders; Swingline Commitments Schedule 2.01C — Issuing Banks; Letter of Credit Commitments Schedule 2.06 — Existing Letters of Credit Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries <Schedule 6.08—<6.01 –> 6.01 — Existing Restrictions<Indebtedness> <Schedule 6.02 – — Existing Liens> EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Borrowing Request Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D D-1 — Form of Term Revolving Loan Note Exhibit D-2 — Form of Swingline Loan Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 22January 11, 20152018, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and ▇▇▇▇▇ FARGO JPMORGAN CHASE BANK, N.A., as Administrative Agent. The parties hereto agree as follows:.

Acknowledgement and Consent to Bail. In of Affected Financial Institutions 95> <161164 SECTION 9.19. 9.24 Recovery of Erroneous Payments 161164 SECTION 9.25 Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES162165 ARTICLE X U.S. GUARANTY 163166 SECTION 10.01 Guaranty 163166 SECTION 10.02 Guaranty of Payment 163166 SECTION 10.03 No Discharge or Diminishment of U.S. Guaranty. 163166 SECTION 10.04 Defenses Waived 164167 SECTION 10.05 Rights of Subrogation 165168 SECTION 10.06 Reinstatement; Stay of Acceleration 165168 SECTION 10.07 Information 165168 SECTION 10.08 Taxes 165168 SECTION 10.09 Maximum Liability 165168 SECTION 10.10 Contribution 166169 SECTION 10.11 Liability Cumulative 166169 SECTION 10.12 Common Enterprise 166169 ARTICLE XI THE BORROWER REPRESENTATIVE 167170 SECTION 11.01 Appointment; Nature of Relationship 167170 SECTION 11.02 Powers 167170 SECTION 11.03 Employment of Agents 167170 SECTION 11.04 Notices 167170 SECTION 11.05 Successor Borrower Representative 167170 SECTION 11.06 Execution of Loan Documents 168171 SECTION 11.07 Reporting 168171 v TABLE OF CONTENTS SCHEDULES AND EXHIBITS Schedules: Commitment Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries 1.01 Tax Sharing Agreements Schedule 2.01 — Lenders; Commitments 2.06 Existing Letters of Credit Schedule 3.05 — Unencumbered Properties 3.05(a) Real Property Schedule 3.05(b) Intellectual Property Schedule 3.06 — Flood Zones Schedule 3.07 Disclosed Matters Schedule 3.14 — 3.15 Insurance Schedule 3.16 Capitalization and Subsidiaries Schedule 6.08—<6.01 –> 4.01(n) Mortgaged Properties Schedule 6.01(b) Existing Restrictions<Indebtedness> <Indebtedness Schedule 6.02 – 6.02(c) Existing Liens> EXHIBITSLiens Schedule 6.04(b) Existing Investments Schedule 6.04(m) Captive Insurance Company Investment Guidelines Schedule 6.07 Commodity Price Risk Management Guidelines Schedule 6.10 Existing Restrictions Schedule 9.04 Voting Participants Exhibits: Exhibit A — Form of Borrowing Request Exhibit B Form of Issuance Request Exhibit C Form of Interest Election Request Exhibit D Form of Incremental Commitment Joinder Agreement Exhibit E-1 Form of Revolving Note Exhibit E-2 Form of Swingline Note Exhibit E-3 Form of Term Note Exhibit F-1 Form of U.S. Tax Compliance Certificate Exhibit F-2 Form of U.S. Tax Compliance Certificate Exhibit F-3 Form of U.S. Tax Compliance Certificate Exhibit F-4 Form of U.S. Tax Compliance Certificate Exhibit G Form of Bank Product Provider Letter Exhibit H Form of Compliance Certificate Exhibit I Form of Assignment and Assumption Exhibit B — J Form of Borrowing Request Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Joinder Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 22, 2015, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and ▇▇▇▇▇ FARGO BANK, N.A., as Administrative Agent. The parties hereto agree as follows: