Field Examination Reports. Confidentiality; Disclaimers by ▇▇▇▇▇▇▇; Other Reports and Information 71 16.17 Several Obligations; No Liability 72 16.18 Intercreditor Agreement 72 17. WITHHOLDING TAXES 73 17.1 Payments 73 17.2 Status of Lenders 73 17.3 Treatment of Certain Refunds 75 17.4 Survival 75 17.5 Agent as Lender 75 18. AMENDMENT AND RESTATEMENT 75 18.1 Reserved 75 18.2 Acknowledgment of Security Interests 75 18.3 Existing Loan Documents 76 18.4 Restatement 76 18.5 Release 76 19. GENERAL PROVISIONS 76 19.1 Effectiveness 76 19.2 Section Headings 76 19.3 Interpretation 77 19.4 Severability of Provisions 77 19.5 Bank Product Providers 77 19.6 Debtor-Creditor Relationship 77 19.7 Counterparts; Electronic Execution 78 19.8 Revival and Reinstatement of Obligations; Certain Waivers 78 19.9 Confidentiality 78 19.10 Survival 80 19.11 Patriot Act 80 19.12 Integration 80 19.13 ▇▇▇▇▇▇▇ as Agent for Borrowers 81 19.14 Acknowledgement Regarding Any Supported QFCs 81 19.15 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 82 Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.15 Chief Executive Office Schedule 6.5 Nature of Business THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 14, 2015 (this “Agreement”), is entered into by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, a “Lender,” as that term is hereinafter further defined), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative and collateral agent (together with its successors and assigns, in such capacity, “Agent”), ▇▇▇▇▇▇▇ Group LLC, a Delaware limited liability company, as successor to ▇▇▇▇▇▇▇ Group Inc. (“▇▇▇▇▇▇▇”), 100 Maple LLC, a Delaware limited liability company (“100 Maple”) and Vector Tobacco Inc., a Virginia corporation (“Vector Tobacco” and, together with ▇▇▇▇▇▇▇ and 100 Maple, “Borrowers” and each individually, a “Borrower”).
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Sources: Credit Agreement (Vector Group LTD)
Field Examination Reports. Confidentiality; Disclaimers by ▇▇▇▇▇▇▇Lenders; Other Reports and Information 71 16.17 133 15.17. Several Obligations; No Liability 72 16.18 Intercreditor Agreement 72 134 16. WITHHOLDING TAXES. 135 16.1. Payments 135 16.2. Exemptions 136 16.3. Reductions 138 16.4. Refunds 138 17. WITHHOLDING TAXES 73 17.1 Payments 73 17.2 Status of Lenders 73 17.3 Treatment of Certain Refunds 75 17.4 Survival 75 17.5 Agent as Lender 75 18GENERAL PROVISIONS. AMENDMENT AND RESTATEMENT 75 18.1 Reserved 75 18.2 Acknowledgment of Security Interests 75 18.3 Existing Loan Documents 76 18.4 Restatement 76 18.5 Release 76 19139 17.1. GENERAL PROVISIONS 76 19.1 Effectiveness 76 19.2 139 17.2. Section Headings 76 19.3 139 17.3. Interpretation 77 19.4 139 17.4. Severability of Provisions 77 19.5 139 17.5. Bank Product Providers 77 19.6 139 17.6. Debtor-Creditor Relationship 77 19.7 140 17.7. Counterparts; Electronic Execution 78 19.8 140 17.8. Revival and Reinstatement of Obligations; Certain Waivers 78 19.9 141 17.9. Confidentiality 78 19.10 141 17.10. Survival 80 19.11 143 17.11. Patriot Act 80 19.12 Act; Due Diligence 143 17.12. Integration 80 19.13 ▇▇▇▇▇▇▇ 144 17.13. Parent as Agent for Borrowers 81 19.14 Acknowledgement Regarding Any Supported QFCs 81 19.15 144 17.14. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 82 145 17.15. Intercreditor Agreement 145 Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 1.1(b) Auction Rate Securities Schedule 1.1(c) Existing Intercompany Notes Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ ' Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 4.25 Location of Inventory Schedule 4.28 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.15 Chief Executive Office Schedule 6.5 Nature of Business THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 14, 2015 (this “Agreement”), is entered into as of November 8, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “"Lender,” ", as that term is hereinafter further defined), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and collateral agent the Bank Product Providers (in such capacity, together with its successors and assigns, assigns in such capacity, “"Agent”"), ▇▇▇▇▇▇▇ Group LLCFARGO BANK, NATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as successor to ▇▇sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Sole Lead Arranger"), ▇▇▇▇▇ Group Inc. (“▇▇▇▇▇▇▇”)FARGO BANK, 100 Maple LLCNATIONAL ASSOCIATION, a Delaware limited liability company national banking association, as sole book runner (“100 Maple”) and Vector Tobacco Inc., a Virginia corporation (“Vector Tobacco” andin such capacity, together with ▇▇▇▇▇▇▇ its successors and 100 Mapleassigns in such capacity, “Borrowers” and each individuallythe "Sole Book Runner"), PIONEER ENERGY SERVICES CORP., a “Texas corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a "Borrower”" and individually and collectively, jointly and severally, the "Borrowers").. The parties agree as follows:
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