FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 23, 2023 among USS HOLDINGS, INC., as Parent U.S. SILICA COMPANY, as Company THE SUBSIDIARY GUARANTORS LISTED HEREIN, as Subsidiary Guarantors THE LENDERS LISTED HEREIN, as Lenders and BNP...

Section 1.1

Certain Defined Terms

Section 1.2

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement

Section 1.3

Other Definitional Provisions and Rules of Construction

Section 1.4

No Novation

Section 1.5

Cashless Rolls

Section 1.6

Divisions

Section 1.7

Rates

Section 2.1

Commitments; Making of Loans; the Register; Optional Notes

Section 2.2

Interest on the Loans

Section 2.3

Fees

Section 2.4

Section 2.5

Use of Proceeds

Section 2.6

Special Provisions Governing SOFR Loans

Section 2.7

Increased Costs; Taxes; Capital Adequacy

Section 2.8

Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate

Section 2.9

Defaulting Lenders

Section 2.10

Replacement of a Lender

Section 2.11

Reallocation of Defaulting Lender Commitment, etc.

Section 2.12

Incremental Facility

Section 2.13

Extension

Section 2.15

Benchmark Replacement Setting

Section 3.1

Conditions to Initial Loans

Section 3.2

Conditions to All Loans

Section 3.3

Conditions to Letters of Credit

Section 3.4

Defaulting Lender or Potential Defaulting Lender

Section 4.1

Organization, Powers, Qualification, Good Standing, Business and Subsidiaries

Section 4.2

Authorization of Transactions, etc.

Section 4.3

Financial Condition

Section 4.4

No Material Adverse Change; No Restricted Junior Payments

Section 4.5

Title to Properties; Liens; Real Property; Intellectual Property

Section 4.6

Litigation; Adverse Facts

Section 4.7

Payment of Taxes

Section 4.8

Federal Regulations

Section 4.9

ERISA

Section 4.10

Certain Fees

Section 4.11

Environmental Protection

Section 4.12

Employee Matters

Section 4.13

Solvency

Section 4.14

Matters Relating to Collateral

Section 4.15

Subordinated Indebtedness

Section 4.16

Disclosure

Section 4.17

Permitted Indebtedness

Section 4.18

Compliance with Laws

Section 4.19

No Default

Section 4.20

Brokers’ Fees

Section 4.21

Beneficial Ownership Certification

Section 5.1

Financial Statements and Other Reports

Section 5.2

Existence, etc.

Section 5.3

Payment of Taxes and Claims; Tax

Section 5.4

Maintenance of Properties; Insurance

Section 5.5

Inspection Rights; Lender Meeting; Maintenance of Books and Records

Section 5.6

Compliance with Laws, etc.

Section 5.7

ERISA

Section 5.8

Environmental Matters

Section 5.9

Additional Subsidiary Guarantors

Section 5.10

Matters Relating to Additional Mixed and Real Property Collateral

Section 5.11

Deposit Accounts, Securities Accounts and Cash Management Systems

Section 5.12

Restricted Subsidiary

Section 5.13

Anti-Terrorism Laws

Section 5.14

Federal Regulation

Section 5.15

Further Assurances

Section 5.16

Additional Beneficial Ownership Certification

Section 6.1

Indebtedness

Section 6.2

Liens and Related Matters

Section 6.3

Investments; Acquisitions

Section 6.4

Contingent Obligations

Section 6.5

Restricted Junior Payments

Section 6.6

Maximum Consolidated Leverage Ratio

Section 6.7

Restriction on Fundamental Changes; Asset Sales

Section 6.8

Transactions with Shareholders and Affiliates

Section 6.9

Sales and Lease-Backs

Section 6.10

Conduct of Business

Section 6.11

Amendments or Waivers of Certain Agreements; Amendments of Documents Relating to Subordinated Indebtedness

Section 6.12

Fiscal Year; Accounting Policies

Section 6.13

Designation of Senior Debt

Section 7.1

Failure to Make Payments When Due

Section 7.2

Default in Other Agreements

Section 7.3

Breach of Certain Covenants

Section 7.4

Breach of Warranty

Section 7.5

Other Defaults Under Loan Documents

Section 7.6

Involuntary Bankruptcy; Appointment of Receiver, etc.

Section 7.7

Voluntary Bankruptcy; Appointment of Receiver, etc.

Section 7.8

Judgments and Attachments

Section 7.9

Dissolution

Section 7.10

ERISA

Section 7.11

Change in Control

Section 7.12

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations

Section 8.1

Appointment

Section 8.2

Powers and Duties; General Immunity

Section 8.3

Independent Investigation by ▇▇▇▇▇▇▇; No Responsibility For Appraisal of Creditworthiness

Section 8.4

Right to Indemnity

Section 8.5

Resignation of Agents; Successor Administrative Agent

Section 8.6

Collateral Documents and Guaranties

Section 8.7

Duties of Other Agents

Section 8.8

Administrative Agent May File Proofs of Claim

Section 8.9

Erroneous Payments

Section 9.1

Successors and Assigns; Assignments and Participations in Loans

Section 9.2

Expenses

Section 9.3

Indemnity

Section 9.4

Set-Off

Section 9.5

Ratable Sharing

Section 9.6

Amendments and Waivers

Section 9.7

Independence of Covenants

Section 9.8

Notices; Effectiveness of Signatures

Section 9.9

Survival of Representations, Warranties and Agreements

Section 9.10

Failure or Indulgence Not Waiver; Remedies Cumulative

Section 9.11

Marshalling; Payments Set Aside

Section 9.12

Severability

Section 9.13

Obligations Several; Independent Nature of Lenders’ Rights; Damage Waiver

Section 9.14

Release of Security Interest or Guaranty

Section 9.15

Applicable Law

Section 9.16

Construction of Agreement; Nature of Relationship

Section 9.17

Consent to Jurisdiction and Service of Process

Section 9.18

Waiver of Jury Trial

Section 9.19

Confidentiality

Section 9.20

USA Patriot Act

Section 9.21

Usury Savings Clause

Section 9.22

Counterparts; Effectiveness

Section 9.23

Successor Issuing Lender

Section 9.24

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

Section 9.25

Acknowledgement Regarding Any Supported QFCs

Section 9.26

Lien Confirmation

Section 9.27

Guaranty Confirmation

Section 10.1

Issuance of Letters of Credit and ▇▇▇▇▇▇▇’ Purchase of Participations Therein

Section 10.2

Letter of Credit Fees

Section 10.3

Drawings and Reimbursement of Amounts Paid Under Letters of Credit

Section 10.4

Obligations Absolute

Section 10.5

USS HOLDINGS, INC., a Delaware corporation (“Parent”);

U.S. SILICA COMPANY, a Delaware corporation (“Company”);

THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Subsidiary Guarantor” and collectively as “Subsidiary Guarantors”);

THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”); and

BNP PARIBAS, as administrative agent for Lenders (in such capacity, “Administrative Agent”).

WHEREAS, Parent and Company entered into a Third Amended and Restated Credit Agreement, dated as of May 1, 2018, as amended by that Consent and Amendment Agreement, dated as of September 19, 2019 (as so amended and as may have been further amended, modified, supplemented or otherwise modified from time to time prior to the date hereof, the “Amended Third Amended and Restated Credit Agreement”), among, inter alios, Parent, Company, the Subsidiary Guarantors, the lenders party thereto, and BNP Paribas as administrative agent comprised of a term loan facility in the aggregate original principal amount of $1,280,000,000 and a revolving credit facility in the aggregate principal amount of up to $100,000,000;

WHEREAS, Company requested that the Lenders enter into this Agreement in order to refinance the Amended Third Amended and Restated Credit Agreement and to, among other things, (a) make available for the purposes specified in this Agreement a term loan facility in an aggregate amount of up to $950,000,000, (b) make available for the purposes specified in this Agreement a revolving credit facility in an aggregate amount of up to $150,000,000, (c) continue the Existing Letters of Credit as Letters of Credit hereunder, and (d) make other changes to the Amended Third Amended and Restated Credit Agreement, all on the terms and conditions specified herein;

WHEREAS, the Lenders are willing to amend and restate the Amended Third Amended and Restated Credit Agreement in its entirety to facilitate such transactions and to make available to Company such facilities and other financial accommodations, upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is the intent of the parties hereto that this Agreement does not constitute a novation of rights, obligations and liabilities of the respective parties existing under the Amended Third Amended and Restated Credit Agreement or evidence payment of all or any of such obligations and liabilities and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends and restates in its entirety the Amended Third Amended and Restated Credit Agreement.

Daily Simple SOFR; or

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

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

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

Quarter Ending

March 31, 2022

June 30, 2022

September 30, 2022

December 31, 2022

any reportable event, as defined in Section 4043(c) of ERISA and the regulations promulgated under it, with respect to an Employee Plan as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty days of the occurrence of that event. However, the existence with respect to any Employee Plan of an “accumulated funding deficiency” (as defined in Section 302 of ERISA), or, on and after the effectiveness of the Pension Act, a failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA, shall be a reportable event for the purposes of this paragraph (a) regardless of the issuance of any waiver;

the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of that Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of an Employee Plan and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to that Employee Plan within the following 30 days;

the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan;

the termination of any Employee Plan under Section 4041(c) of ERISA;

the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;

the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance under the Internal Revenue Code or ERISA;

engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA;

a determination that any Employee Plan is, or is expected to be, in at-risk status (within the meaning of Title IV of ERISA); or

the receipt by any Loan Party or ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or ERISA Affiliate of any notice that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or, on and after the effectiveness of the Pension Act, that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA).

Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by Section 5.3;

statutory Liens of landlords, Liens of collecting banks under the UCC on items in the course of collection, statutory Liens and customary rights of set-off of banks, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of 10 days) are being contested in good faith by appropriate proceedings, so long as (1) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (2) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;

deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of statutory obligations, bids, leases, government contracts, trade contracts, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

any attachment or judgment Lien not constituting an Event of Default under Section 7.8;

licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Collateral Documents and not interfering in any material respect with the ordinary conduct of the business of Company or any of its Restricted Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Obligations;

easements, rights-of-way, restrictions, encroachments, covenants and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Company or any of its Restricted Subsidiaries or result in a material diminution in the value of any material portion of the Collateral as security for the Obligations;

any (a) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (b) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (c) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (b), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;

Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;

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;

any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property;

Liens granted pursuant to the Collateral Documents;

receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien by operation of law on the related inventory and proceeds thereof;

Liens on insurance policies and the proceeds thereof securing the financing of the insurance premiums with the providers of such insurance and their Affiliates in respect thereof;

Liens on any assets that are the subject of an agreement for disposition thereof expressly permitted under Section 6.7 that arise due to the existence of such agreement; and

Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Company and its Restricted Subsidiaries.

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

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

Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

References to “Section” and “Sections” shall be to Section and Sections, respectively, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

The use in any of the Loan Documents of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto.

Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, such words are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance.

Commitments Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, each applicable Lender hereby severally agrees to make the Loans described in this Section 2.1.

Term Loans Each Lender that has a Term Loan Commitment severally agrees to lend to Company (including, as applicable, to continue its outstanding Third Restatement Loans) on the Effective Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Term Loan Commitments to be used for the purposes identified in Section 2.5(a) and funded and continued in accordance with the Funds Flow Memorandum. The amount of each Lender’s Term Loan Commitment shall be set forth opposite its name on a schedule held by Administrative Agent and the aggregate amount of the Term Loan Commitments is $950,000,000; provided that the amount of the Term Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Term Loan Commitment pursuant to Section 9.1(b). Company may make only one borrowing under the Term Loan Commitments. For the avoidance of doubt, such borrowing made by Company pursuant to this Section 2.1(a)(i) shall be deemed to include the Term Loans made by the Lenders on the Effective Date as requested pursuant to the Notice of Borrowing dated on or about the Effective Date and the outstanding Third Restatement Loans under the Amended Third Amended and Restated Credit Agreement and continued hereunder and such borrowing shall be deemed to be made on the Effective Date on the same terms and conditions as the Term Loans requested pursuant to the Notice of Borrowing delivered on or about the Effective Date. Amounts borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed.

Revolving Loans Each Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the first Business Day after the Effective Date up to but excluding the Revolving Loan Commitment Termination Date, an aggregate amount not exceeding such Revolving Lender’s Pro Rata Share of the aggregate amount of the then available Revolving Loan Commitments, all such Loans to be used for the purposes identified in Section 2.5(a). The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on a schedule held by Administrative Agent and the original Revolving Loan Commitment Amount is $150,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to Section 9.1(b) and shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.4. Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment

Swing Line Loans

General Provisions Swing Line Lender hereby agrees, subject to the limitations set forth in the last paragraph of Section 2.1(a)(ii) and set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, to make a portion of the Revolving Loan Commitments available to Company from time to time during the period from the Effective Date up to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not exceeding the amount of the Swing Line Loan Commitment to be used for the purposes identified in Section 2.5(a), notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender’s outstanding Revolving Loans and Swing Line Lender’s Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender’s Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $20,000,000; provided that any reduction of the Revolving Loan Commitment Amount made pursuant to Section 2.4 that reduces the Revolving Loan Commitment Amount to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic proportional reduction of the amount of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this Section 2.1(a)(iii) may be repaid and reborrowed up to but excluding the Revolving Loan Commitment Termination Date.

Swing Line Loan Prepayment with Proceeds of Revolving Loans With respect to any Swing Line Loans that have not been voluntarily prepaid by Company pursuant to Section 2.4(b)(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to

Swing Line Loan Assignments On the Funding Date of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby agrees to, purchase an assignment of such Swing Line Loan in an amount equal to its Pro Rata Share in Dollars. If for any reason (1) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, upon notice from Swing Line Lender as provided below, each Revolving Lender shall fund the purchase of

Revolving Lenders’ Obligations Anything contained herein to the contrary notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.1(a)(iii)(B) and each Revolving Lender’s obligation to purchase an assignment of any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (2) the occurrence or continuation of an Event of Default or a Potential Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Restricted Subsidiaries; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Revolving Lender are subject to the condition that (x) Swing Line Lender believed in good faith that all conditions under ARTICLE III to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (y) the satisfaction of any such condition not satisfied had been waived in accordance with Section 9.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Borrowing Mechanics

Borrowing Notices and Amounts Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to Section 2.1(a)(iii) or Revolving Loans made pursuant to Section 10.3(b)) shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount.

Telephonic Notice Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this Section 2.1(b) or under Section 2.2(d), and upon funding of Loans by ▇▇▇▇▇▇▇, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to Section 2.2(d), in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation thereof, as the case may be, hereunder.

Certification by Company Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing.

Notice Irrevocable Except as otherwise provided in Section 2.6(b), Section 2.6(c) and Section 2.6(f), a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to or continuation of, a SOFR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Defaulting Lenders In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, each of Issuing Lender and Swing Line Lender is hereby authorized by Company (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through Administrative Agent, Notices of Borrowing pursuant to Section 2.1(b)(i) in such amounts and in such times as may be required to (A) reimburse an unreimbursed drawings under any outstanding Letter of Credit, (B) repay an outstanding Swing Line Loan, and/or (C) Cash Collateralize the obligations of Company in respect of outstanding Letters of Credit or Swing Line Loans in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swing Line Loan. Notwithstanding anything to the contrary in this Agreement, any Notice of Borrowing made pursuant to this Section by an Issuing Lender or Swing Line Lender shall not be subject to the minimum drawing and multiple requirements of Section 2.1(b) but shall be subject to the other conditions to borrowing set forth therein and subject to the conditions set forth in Section 3.2 hereof.

Disbursement of Funds All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other ▇▇▇▇▇▇’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Funding Date in same day funds in Dollars at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Dollars not later than 1:00 P.M. (New York City time) on the applicable Funding Date in same day funds at the Funding and Payment Office. Except as provided in Section 2.1(a)(iii) and Section 10.3(b) with respect to Revolving Loans used to repay

The Register Administrative Agent, acting for these purposes solely as an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and Affiliates shall constitute Indemnitees under Section 9.3), shall maintain (and make available for inspection by Company and Lenders (solely as it relates to such ▇▇▇▇▇▇’s Commitments) upon reasonable prior notice at reasonable times) at its address referred to in Section 9.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts (and Pro Rata Shares) of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loans, Revolving Loans and Swing Line Loans of each Lender from time to time (the “Register”). Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent

Optional Notes If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Effective Date or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 9.1) on the Effective Date (or, if such notice is delivered after the date that is two Business Days prior to the Effective Date, promptly after Company’s receipt of such notice) a promissory note to evidence such ▇▇▇▇▇▇’s Term Loans, Revolving Loans or Swing Line Loans, substantially in the form of Exhibit III-A, Exhibit III-B or Exhibit III-C annexed hereto, respectively, with appropriate insertions.

Rate of Interest Subject to the provisions of Section 2.6 and Section 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or Adjusted Term SOFR. Subject to the provisions of Section 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. Subject to Section 2.12 and Section 2.13, the applicable basis for determining the rate of interest with respect to any Term Loan or Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to Section 2.1(b) (subject to the basis for determining the interest rate with respect to the Loans being changed from time to time pursuant to Section 2.2(d)). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.

Revolving Loans Subject to the provisions of Section 2.2(d), Section 2.2(e), Section 2.2(g), Section 2.7, Section 2.12 and Section 2.13, the Revolving Loans shall bear interest through maturity as follows:

if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin; or

if a SOFR Loan, then at the sum of the Adjusted Term SOFR plus the Term SOFR Margin.

Term Loans Subject to the provisions of Section 2.2(d), Section 2.2(e), Section 2.2(g), Section 2.7, Section 2.12 and Section 2.13, the Term Loans shall bear interest through maturity as follows:

if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin; or

if a SOFR Loan, then at the sum of the Adjusted Term SOFR plus the Term SOFR Margin.

Swing Line Loans Subject to the provisions of Section 2.2(d), Section 2.2(e), Section 2.2(g), Section 2.7, Section 2.12 and Section 2.13, Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Base Rate Margin.

Interest Periods In connection with each SOFR Loan, Company may, pursuant to the applicable Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, select an interest period (each an “Interest Period”) to be applicable to such Loan, which Interest Period shall be, at Company’s option and subject to availability thereof, a one, three or six months period; provided that:

the initial Interest Period for any SOFR Loan shall commence on the Funding Date in respect of such Loan, in the case of a Loan initially made as a SOFR Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a SOFR Loan;

in the case of immediately successive Interest Periods applicable to a SOFR Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

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, subject to clause (v) of this Section 2.2(b), end on the last Business Day of a calendar month;

no Interest Period with respect to any portion of the Term Loans shall extend beyond the Term Loan Maturity Date, and no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment Termination Date;

no Interest Period with respect to any Term Loans shall extend beyond a date on which Company is required to make a scheduled payment of principal of the Term Loans, unless the sum of (a) the aggregate principal amount of the Term Loans that are Base Rate Loans plus (b) the aggregate principal amount of the Term Loans that are SOFR Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount required to be paid on the Term Loans on such date;

no tenor that has been removed from an Interest Period pursuant to Section 2.15(d) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation;

there shall be no more than ten Interest Periods outstanding at any time;

in the event Company fails to specify an Interest Period for any SOFR Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, Company shall be deemed to have selected an Interest Period of one month; and

no new Interest Period in excess of one month may be selected whilst any Event of Default has occurred and is continuing.

Interest Payments Subject to the provisions of Section 2.2(e), interest on each Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Loan, upon any prepayment of that Loan (to the extent accrued on the amount being prepaid) and at maturity (including final maturity); provided that, in the event any Swing Line Loans or any Revolving Loans that are Base Rate Loans are prepaid pursuant to Section 2.4(b)(i), interest accrued on such Loans through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier, at final maturity).

Conversion or Continuation

Minimum Amount Subject to the provisions of Section 2.6, Company shall have the option (i) to convert at any time all or any part of the outstanding Term Loans or Revolving Loans equal to $500,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a SOFR Loan, to continue all or any portion of such Loan equal to $500,000 and multiples of $100,000 in excess of that amount as a SOFR Loan; provided, however, that a SOFR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.

Conversion/Continuation Notice Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and no later than 12:00 Noon (New York City time) at least three U.S. Government Securities Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this

Default Rate Upon the occurrence and continuance of an Event of Default of the type set forth in Section 7.1, Section 7.3 solely with respect to an Event of Default under Section 6.6, Section 7.6 or Section 7.7, the aggregate outstanding principal amount of all Loans, any interest payments thereon then due and payable and any fees and other amounts then due and payable shall thereafter bear interest (including post-petition interest in any Proceeding under the Bankruptcy Code or other applicable bankruptcy laws) at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans) and shall be payable on demand by Administrative Agent; provided that, in the case of SOFR Loans upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such SOFR Loans shall become Base Rate Loans and such Loans shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.2(e) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

Computation of Interest Interest on the Loans shall be computed (i) in the case of Base Rate Loans calculated using the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of SOFR Loans and Base Rate Loans calculated using the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a SOFR Loan, the date of conversion of such SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a SOFR Loan, the date of conversion of such Base Rate Loan to such SOFR Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

Maximum Rate Notwithstanding the foregoing provisions of this Section 2.2, in no event shall the rate of interest payable by Company with respect to any Loan exceed the maximum rate of interest permitted to be charged under applicable law.

Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become

Revolving Loan Commitment Fees Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender (which is not a Defaulting Lender) in proportion to that ▇▇▇▇▇▇’s Pro Rata Share, commitment fees for the period from and including the Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the (i) aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans; provided, however, that for purposes of calculating such fee, Swing Line Lender shall not be entitled to receive any commitment fee with respect to any outstanding Swing Line Loans) and (ii) aggregate undrawn amount of all outstanding Letters of Credit, multiplied by 0.50% per annum; provided that, if the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered was less than 2.00:1.00 (as certified and demonstrated in reasonable detail in a Compliance Certificate delivered to Administrative Agent with such financial statements in accordance with Section 5.1(d)), then the percentage set forth above shall be reduced to 0.375% per annum for the Fiscal Quarter immediately following the Fiscal Quarter for which such financial statements were delivered; provided further that any commitment fee owing to a Lender which is a Defaulting Lender may be withheld by Administrative Agent in its sole discretion for so long as such ▇▇▇▇▇▇ remains a Defaulting Lender (for avoidance of doubt the failure of such Defaulting Lender to receive the timely payment of such fee by reason thereof shall not give rise to any Potential Event of Default or Event of Default). All such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Effective Date, and on the Revolving Loan Commitment Termination Date or the earlier date that the entire Revolving Loan Commitment is terminated.

Other Fees Company agrees to pay to Administrative Agent such fees in the amounts and at the times separately agreed upon between Company and Administrative Agent.

Defaulting Lenders Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees (for avoidance of doubt the failure of such Defaulting Lender to receive the timely payment of any such fees by reason thereof shall not give rise to any Potential Event of Default or Event of Default) accruing during such period pursuant to Section 2.3 and Section 10.2 (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided that (i) to the extent that a portion of the LC Exposure or the Swing Line Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.11, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-

Soft Call In the event that a Repricing Event becomes effective on or prior to the date that is twelve months after the Effective Date, Company shall pay to the Administrative Agent, for the ratable account of each Lender holding all or any portion of Term Loans that are subject to such Repricing Event, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of all such Term Loans so repaid or otherwise subject to such Repricing Event. For the avoidance of doubt, any Lender that is forced to assign any Term Loan following the failure of such Lender to consent to any Repricing Event that becomes effective on or prior to the date that is twelve months after the Effective Date shall be entitled to receive such prepayment premium with respect to its Term Loans so assigned. Such prepayment premium shall be due and payable on the date such Repricing Event becomes effective.

Scheduled Payments of Loans

Company shall make principal payments on the Term Loans in installments on the dates and in the amounts set forth below (such amounts being expressed as a percentage of the original principal amount of the Term Loans):

June 30, 2023

September 30, 2023

December 31, 2023

March 31, 2024

June 30, 2024

September 30, 2024

December 31, 2024

March 31, 2025

June 30, 2024

September 30, 2024

December 31, 2024

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

March 31, 2026

June 30, 2026

September 30, 2026

December 31, 2026

March 31, 2027

June 30, 2027

September 30, 2027

December 31, 2027

March 31, 2028

June 30, 2028

September 30, 2028

December 31, 2028

March 31, 2029

June 30, 2029

September 30, 2029

December 31, 2029

Term Loan Maturity Date

Prepayments and Reductions in Revolving Loan Commitment Amount

Voluntary Prepayments Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay without premium or penalty, any Swing Line Loan in Dollars on any Business Day in whole or in part in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount.

Voluntary Reductions of Revolving Loan Commitments Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing by Company to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment (of each Revolving Lender proportionately to its Pro Rata Share. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv).

Mandatory Prepayments The Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in Section 2.4(b)(iv)(B) and Section 2.4(d):

Prepayments from Net Asset Sale Proceeds Subject to Section 6.7(d), no later than the third Business Day following the date of receipt by Parent, Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to apply such portion to such reinvestment purposes within such 365 day period; provided that, if the aggregate amount of Net Asset Sale Proceeds received after the Effective Date exceeds $75,000,000 during any Fiscal Year or $200,000,000 cumulatively during the term of the Loans, such excess amount shall be used to prepay the Loans in an aggregate amount equal to 100% of such excess amount; provided further that, if the Company or its Restricted Subsidiaries reinvest the Net Asset Sale Proceeds in the equity interests of any Person, the Lenders shall receive a first lien security interest in the underlying assets of such Person; provided further that, any Real Property Asset acquired in connection with any such reinvestment shall be deemed to be Material Real Property or Material Leasehold Property, as applicable, and shall be subject to the requirements set forth in Section 5.10. In addition, Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Asset Sale Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Asset Sale Proceeds. Company shall, within 180 days after the end of such 365 day period, make an additional prepayment of the Loans in the full amount of any such Net Asset Sale Proceeds that have not been applied or reinvested within such 180 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (A) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $20,000,000.

Prepayments from Net Insurance/Condemnation Proceeds No later than the third Business Day following the date of receipt by Administrative Agent or any Loan Party of any Net Insurance/Condemnation Proceeds, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Insurance/Condemnation Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 days of such date of receipt and (y) the proposed use of such portion of the Net Insurance/Condemnation Proceeds; and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, apply such portion to such reinvestment purposes within such 365 day period. In addition, Company shall, no later than 365 days after receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Insurance/Condemnation Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Insurance/Condemnation Proceeds. Company shall, within 180 days after the end of such 365 day period, make an additional prepayment of the Loans in the full amount of any such Net Insurance/Condemnation Proceeds that have not been applied or reinvested within such 180 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (B) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $10,000,000.

Prepayments on the Effective Date If a Lender under the Amended Third Amended and Restated Credit Agreement has not elected to continue its Loans on the Effective Date pursuant to a cashless settlement mechanism, Company shall prepay the Loans of such Lender on the Effective Date with the net cash proceeds of the Loans incurred on the Effective Date.

Prepayments due to Issuance of Indebtedness On the date of receipt of the Net Indebtedness Proceeds from the issuance of any Indebtedness of Parent, Company or of any Restricted Subsidiary after the Effective Date, Company shall prepay the Loans in an aggregate amount equal to such Net Indebtedness Proceeds.

Prepayments from Consolidated Excess Cash Flow In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2023 in which case the Consolidated Excess Cash Flow shall be calculated based on the trailing nine (9) month period ending as of the last day of such Fiscal Year), Company shall, within 3 Business Days following the delivery of the financial statements described in Section 5.1(c) with respect to such Fiscal Year, prepay the Loans in an aggregate amount equal to (i) 50% (the “Consolidated Excess Cash Flow Percentage”) of such Consolidated Excess Cash Flow for such Fiscal Year less (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding Revolving Loans except to the extent there is a corresponding permanent commitment reduction); provided that if the Consolidated Leverage Ratio as of the last day of such Fiscal Year (as certified and demonstrated in reasonable detail in a Compliance Certificate delivered to Administrative Agent with the annual financial statements for such Fiscal Year in accordance with Section 5.1(d)) was equal to or less than 1.75:1.00, then (x) the Consolidated Excess Cash Flow Percentage for such Fiscal Year shall be reduced to 25% to the extent that, at the time of such measurement, the Consolidated Total Debt is equal to or greater than $625,000,000 and (y) the Consolidated Excess Cash Flow Percentage for such Fiscal Year shall be reduced to 0% to the extent that, at the time of such measurement, the Consolidated Total Debt is less than $625,000,000. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (E) in any Fiscal Year unless the aggregate amount of Consolidated Excess Cash Flow for such Fiscal Year exceeds $10,000,000.

Calculations of Net Proceeds Amounts; Additional Prepayments Based on Subsequent Calculations Concurrently with any prepayment of the Loans pursuant to Section 2.4(b)(iii)(A)-(E), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Indebtedness Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess; provided that any failure to make a prepayment resulting from a mistake in calculation that is corrected pursuant to this Section 2.4(b)(iii)(F) shall not constitute an Event of Default or Potential Event of Default under Section 7.1(a).

Prepayments due to Reductions of Revolving Loan Commitment Amount Company shall from time to time prepay first the Swing Line Loans and second the Revolving Loans (and, after prepaying all Revolving Loans, Cash Collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) to the extent necessary so that the Total Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitment Amount then in effect. At such time as the Total Utilization of Revolving Loan Commitments shall be equal to or less than the Revolving Loan Commitment Amount, if no Event of Default has occurred and is continuing, to the extent any Cash Collateral was provided by Company and has not been applied to any Obligations as provided in the Pledge and Security Agreement, such amount may, at the request of Company, be released to Company.

Application of Prepayments

Application of Voluntary Prepayments by Type of Loans and Order of Maturity Any voluntary prepayment of the Loans pursuant to Section 2.4(b)(i) shall be applied as specified by Company in the applicable notice of prepayment; provided that, with respect to any voluntary prepayment of the Term Loans, such voluntary prepayment shall be applied on a pro rata basis to reduce the remaining scheduled installments; provided further that, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Swing Line Loans on a pro rata basis to the full extent of the respective amount owing to each applicable Lender, second, to the extent of any remaining portion of such amount, to repay outstanding Revolving Loans on a pro rata basis to the full extent of the respective amount owing to each applicable Lender, and third, to the extent of any remaining portion of such amount, to reduce the remaining scheduled installments of the Term Loans on a pro rata basis to the full extent thereof.

Application of Mandatory Prepayments by Type of Loans Except as provided in Section 2.4(d), any mandatory prepayment of the Loans pursuant to Section 2.4(b)(iii) shall be applied first to the next four scheduled payments pursuant to Section 2.4(a)(i), second to prepay outstanding Term Loans to reduce the remaining scheduled installments thereof on a pro rata basis, third, to the extent of any remaining portion of such amount, to prepay outstanding Swing Line Loans on a pro rata basis to the full extent of the respective amount owing to each applicable Lender, and fourth, to the extent of any remaining portion of such amount, to prepay outstanding Revolving Loans on a pro rata basis to the full extent of the respective amount owing to each applicable Lender (and, after prepaying all Revolving Loans, Cash Collateralize any outstanding Letters

Application of Prepayments to Base Rate Loans and SOFR Loans Considering Term Loans and Revolving Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount of any payments required to be made by Company pursuant to Section 2.6(d) provided that, in any event, any prepayment of a SOFR Loan on any date other than the expiration date at the Interest Period applicable thereto shall be subject to the requirements of Section 2.6(d).

Application of Prepayments to SOFR Loans If the application of any payment made in accordance with the provisions of Section 2.4(b)(i) or Section 2.4(b)(iii) would result in termination of a SOFR Loan prior to the last day of the Interest Period for such SOFR Loan, Company may elect to have the amount of such prepayment not applied to such SOFR Loan, but held by Administrative Agent in the Collateral Account, in each case to be applied as such amount would otherwise have been applied under this Section 2.4(b)(iv) as of the last day of the relevant Interest Period; provided that any interest earned on such amount shall be paid to Company (or as otherwise directed by Company) on the last day of the relevant Interest Period if no Event of Default has occurred and is then continuing. Notwithstanding the foregoing payment to the Collateral Account, the related SOFR Loan shall remain outstanding for all purposes of this Agreement, including, without limitation, the accrual of interest and fees and the calculation of the Consolidated Leverage Ratio and the Incurrence Ratio, until such time as such SOFR Loan has been paid in full or converted or continued in accordance with the terms hereof.

Acquisition of Term Loans by a Loan Party Notwithstanding anything to the contrary contained in this Section 2.4 or any other provision of this Agreement, Parent, Company or any Restricted Subsidiary may repurchase outstanding Term Loans pursuant to this Section 2.4(b)(v) on the following basis:

Parent, Company or any Restricted Subsidiary (the “Purchaser”) may make one or more offers (each, a “Loan Repurchase Offer”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Repurchase Offer Loans”) of Term Lenders pursuant to an open pro rata tender process; provided that:

the Purchaser delivers a notice of such Loan Repurchase Offer to Administrative Agent and all Term Lenders no later than 12:00 Noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Loan Repurchase Offer indicating (1) the last date on which such Loan Repurchase Offer may be accepted, (2) the maximum dollar amount of such Loan Repurchase Offer, (3) the repurchase price per dollar of principal amount of such Repurchase Offer Loans at which such Purchaser is willing to repurchase such Repurchase Offer Loans and (4) the instructions with respect to the Loan Repurchase Offer that a Term Lender must follow in order to have its Repurchase Offer Loans repurchased;

a Term Lender who elects to participate in the Loan Repurchase Offer may choose to sell all or part of such Term Lender’s Repurchase Offer Loans; and

such Loan Repurchase Offer shall be made to Term Lenders holding the Repurchase Offer Loans on a pro rata basis in accordance with the respective principal amount then held by such Term Lenders; provided further that, if any Term Lender elects not to participate in the Loan Repurchase Offer, either in whole or in part, the amount of such Term Lender’s Repurchase Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Repurchase Offer Loans;

Such repurchases shall not constitute a voluntary prepayment pursuant to Section 2.4 and such repurchases shall not be subject to the provisions of Section 9.5.

With respect to all repurchases made by Parent, Company or Restricted Subsidiary thereof such Repurchase Offer Loans shall be retired and cancelled immediately upon the repurchase thereof and all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes and no longer outstanding (and may not be resold by Parent, Company or such Restricted Subsidiary), for all purposes of this Agreement and all other Loan Documents;

Following repurchase by a Purchaser, Company will promptly advise Administrative Agent of the total amount of Repurchase Offer Loans that were repurchased from each ▇▇▇▇ ▇▇▇▇▇▇ who elected to participate in the Loan Repurchase Offer.

General Provisions Regarding Payments

▇▇▇▇▇▇ and Time of Payment All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date

Application of Payments to Principal and Interest Except as provided in Section 2.2(c), all payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to principal.

Apportionment of Payments Aggregate payments of principal and interest shall be apportioned among all outstanding Loans to which such payments relate, in each case proportionately to Lenders’ respective Pro Rata Shares. Administrative Agent shall promptly distribute to each Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and Letter of Credit fees of such Lender, if any, when received by Administrative Agent pursuant to Section 2.3 and Section 10.2. Notwithstanding the foregoing provisions of this Section 2.4(c)(iii), if, pursuant to the provisions of Section 2.6(c), any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any SOFR Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Payments on Business Days Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.

Application of Proceeds of Collateral and Payments after Event of Default Upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders, or upon acceleration of the Obligations pursuant to ARTICLE VII, (a) all payments received by Administrative Agent, whether from Company, Parent or any Subsidiary Guarantor or otherwise and (b) all proceeds received by Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Collateral Document shall be applied in full or in part by Administrative Agent, in each case in the following order of priority:

to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or incurred by Agents in connection therewith, and all amounts for which Agents are entitled to compensation (including the fees described in Section 2.3), reimbursement and

thereafter, to the payment of all other Obligations, Banking Services Obligations and obligations of Loan Parties under any Hedge Agreement between a Loan Party and a Hedge Agreement Counterparty, to the extent then due and owing for the ratable benefit of the holders thereof (subject to the provisions of Section 2.4(c)(ii) hereof); and

thereafter, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Termination of Defaulting Lender’s Commitment. Company may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice by Company to Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.11(c) will apply to all amounts thereafter paid by Company for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim Company, Administrative Agent, Issuing Lender, Swing Line Lender or any Lender may have against such Defaulting Lender.

Loans The proceeds of the Term Loans will be used to consummate the Transactions. The proceeds of any Revolving Loans and Swing Line Loans shall be applied by Company for working capital and other general corporate purposes including capital expenditures and Permitted Acquisitions. The proceeds of any Incremental Term Loans shall be used for working capital and general corporate purposes, including capital expenditures and Permitted Acquisitions.

Margin Regulations No portion of the proceeds of any borrowing under this Agreement shall be used by Parent or any of its Restricted Subsidiaries in any manner that might cause the borrowing or the application of such proceeds to violate Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Exchange Act, in each case as in effect on the date or dates of such borrowing and such use of proceeds.

Determination of Applicable Interest Rate On each Interest Rate Determination Date, Administrative Agent shall determine in accordance with the terms of this Agreement (which determination shall, absent manifest error, be conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each applicable Lender.

Inability to Determine Applicable Interest Rate Subject to Section 2.15, if, on or prior to the first day of any Interest Period for any SOFR Loan:

the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or

the Requisite Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Requisite Lenders have provided notice of such determination to the Administrative Agent,

Illegality of SOFR Loans In the event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (A) the obligation of the Affected Lender to make Loans as, to convert Loans to or to continue Loans as SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such Affected Loans or when required by law, (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination and (E) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (b) of the definition of “Base Rate”, in each case until the Affected Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of Section 2.6(d), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each applicable Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.

Compensation For Breakage or Non-Commencement of Interest Periods Company shall compensate each Lender, upon written request by that Lender pursuant to Section 2.8, for all reasonable documented losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its SOFR Loans and any loss, expense or liability sustained by that Lender in connection with the

Booking of SOFR Loans Any Lender may make, carry or transfer SOFR Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of that Lender.

SOFR Loans After Default After the occurrence and during the continuation of a Potential Event of Default or an Event of Default, (i) Company may not elect to have a Loan be made or maintained as, or converted to, a SOFR Loan after the expiration of any Interest Period then in effect for that Loan and (ii) subject to the provisions of Section 2.6(d), any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be deemed to be for a Base Rate Loan.

Compensation for Increased Costs Subject to the provisions of Section 2.7(b) (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (including Issuing Lender) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law:

imposes, modifies or holds applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender;

subjects any Lender to any Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (a)(iii), (c) and (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

imposes any other condition (other than with respect to Taxes) on or affecting such Lender or its obligations hereunder;

Taxes

Payments to Be Free and Clear Any and all payments by or on account of any obligation of Company under this Agreement and the other Loan Documents shall be made free and clear of, and without any deduction or withholding on account of, any Indemnified Taxes or Other Taxes.

Grossing-up of Payments If Company or any other Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents:

Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it;

Company shall timely pay any such Indemnified Tax and Other Tax to the relevant Government Authority when such amount is due, in accordance with applicable law;

The sum payable by Company shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this Section 2.7(b)(ii)), Administrative Agent or such Lender, as the case may be, receives a sum equal to the sum it would have received had no such deduction been required or made; and

As soon as practicable after any payment of Indemnified Tax or Other Tax which it is required by clause (B) above to pay, Company shall deliver to Administrative Agent the original or a certified copy of an official receipt or other document reasonably satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.

Indemnification by Company Company shall indemnify Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes on or with respect to any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7(b)(iii)) paid by Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to Company by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Tax Status of Lenders Unless not legally entitled to do so:

any Lender, if requested by Company or Administrative Agent, shall deliver such forms or other documentation prescribed by applicable law or reasonably requested by Company or Administrative Agent as will enable Company or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements;

any Foreign Lender that is entitled to an exemption from or reduction of any Tax with respect to payments hereunder or under any other Loan Document shall deliver to Company and Administrative Agent, on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of Company or Administrative Agent, each in the reasonable exercise of its discretion), such properly completed and duly executed forms or other documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding;

without limiting the generality of the foregoing, in the event that Company is resident for Tax purposes in the United States, any Foreign Lender shall deliver to Company and 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, as may be necessary in the determination of Company or Administrative Agent, each in the reasonable exercise of its discretion), whichever of the following is applicable:

properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income Tax treaty to which the United States is a party,

properly completed and duly executed copies of Internal Revenue Service Form W-8ECI,

in the case of a Foreign Lender claiming the benefits of the exemption “portfolio interest” under Section 881(c) of the Internal Revenue Code, (A) a duly executed certificate to the effect that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code) of Company or Parent or (iii) a controlled foreign corporation related to Company or Parent described in Section 881(c)(3)(C) of the Internal Revenue Code and (B) properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or

properly completed and duly executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in any Tax,

without limiting the generality of the foregoing, in the event that Company is resident for Tax purposes in the United States, any Foreign Lender that does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender) shall deliver to Administrative Agent and Company (in such number of copies as shall be requested by the recipient), on or prior to the date such Foreign Lender becomes a Lender, or on such later date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and from time to time thereafter, as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion):

duly executed and properly completed copies of the forms and statements required to be provided by such Foreign Lender under clause (C) of Section 2.7(b)(iv), to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account and may be entitled to an exemption from or a reduction of the applicable Tax, and

duly executed and properly completed copies of Internal Revenue Service Form W-8IMY (or any successor forms) properly completed and duly executed by such Foreign Lender, together with any information, if any, such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations thereunder, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender;

without limiting the generality of the foregoing, in the event that Company is resident for tax purposes in the United States, any Lender that is not a Foreign Lender and has not otherwise established to the reasonable satisfaction of Company and Administrative Agent that it is an exempt recipient (as defined in section 6049(b)(4) of the Internal Revenue Code and the United States Treasury Regulations thereunder) shall deliver to Company and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of Company or Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9;

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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.7(b)(iv)(F), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and

without limiting the generality of the foregoing, each Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to

Any successor Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to Company on or prior to the date hereof and on or prior to the date on which any Administrative Agent becomes a successor Administrative Agent hereunder (and from time to time thereafter upon the reasonable request of Company), two executed and properly completed originals of IRS Form W-9 (but only if such successor Administrative Agent is not providing an IRS Form W-9 in its capacity as Lender). Any successor Administrative Agent that is not a “United States person” within the meaning of Section 7701(a)(30) shall deliver (x) with respect to any payments received by the Administrative Agent for the account of the Administrative Agent under the Loan Documents, an appropriate IRS Form W-8 (with all underlying attachments in the case of a W-8IMY) and (y) with respect to any payments received by the Administrative Agent on behalf of others, an IRS Form W-8IMY (together with any required attachments).

Treatment of Certain Refunds If Administrative Agent or the Lender determines in its sole discretion that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Company or which respect to which Company has paid additional amounts pursuant to this Section 2.7(b), it shall pay to Company an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid by Company under this Section 2.7(b) with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent or the Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Authority with respect to such refund), provided that Company, reasonably

Capital Adequacy Adjustment If any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such ▇▇▇▇▇▇’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such Change in Law (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Company from such Lender of the statement referred to in Section 2.8(a), Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Company shall not be required to compensate a Lender pursuant to this Section 2.7(c) for any reduction in respect of a period occurring more than six months prior to the date on which such Lender notifies Company of such Change in Law and such Lender’s intention to claim compensation therefor, except, if the Change in Law giving rise to such reduction is retroactive, no such time limitation shall apply so long as such Lender requests compensation within six months from the date on which the applicable Government Authority informed such Lender of such Change in Law.

Statements Each Lender claiming compensation or reimbursement pursuant to Section 2.6(d), Section 2.7 or Section 2.8(b) shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation or reimbursement, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Mitigation Each Lender and Issuing Lender agrees that, as promptly as practicable after the officer of such Lender or Issuing Lender responsible for administering the Loans or Letters of Credit of such Lender or Issuing Lender, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender or Issuing Lender to receive payments under Section 2.7, such Lender or Issuing Lender, as applicable, will use reasonable efforts to make, issue, fund or maintain its Commitments, Loans or Letters of Credit through another lending or letter of credit office of such Lender or Issuing Lender, if (i) as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender or Issuing Lender pursuant to Section 2.7 would be materially reduced and (ii) as determined by such Lender or Issuing Lender in its sole discretion, such action would not otherwise be disadvantageous to such Lender or Issuing Lender; provided that such Lender or Issuing Lender will not be obligated to utilize such other lending or letter of credit office pursuant to this Section 2.8(b) unless Company agrees to pay all reasonable incremental expenses incurred by such Lender or Issuing Lender as a result of utilizing such other lending or letter of credit office as described above.

Company receives a statement of amounts due pursuant to Section 2.8(a) from a Lender;

a Revolving Lender is a Defaulting Lender or a Potential Defaulting Lender;

a ▇▇▇▇▇▇ refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 9.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected (and the consent of Requisite Lenders has been given with respect thereto);

a Revolving ▇▇▇▇▇▇ refuses to give timely written consent in connection with an Asset Sale contemplated under Section 6.7(d)(E) which requires consent of 100% of the Revolving Lenders (any such ▇▇▇▇▇▇ described in clauses (c) or (d), a “Non-Consenting Lender”); or

a Lender becomes an Affected Lender (any such Lender described in clauses (a) through (e), a “Subject Lender”);

the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Section 2.6(d), Section 2.7 and/or Section 2.8(b) (if applicable)) accrued through such date of replacement, as purchase price, and a release from its obligations under the Loan Documents;

the processing fee required to be paid by Section 9.1(b)(i) shall have been paid to Administrative Agent;

all of the requirements for such assignment contained in Section 9.1(b), including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled; and

in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments.

the LC Exposure and the Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Commitments; provided that (i) the sum of each Non-Defaulting Lender’s total Revolving Loan Exposure, total Swing Line Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (ii) subject to Section 9.24, neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim Company, Administrative Agent, Issuing Lender, Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (a) above or otherwise, Company will, not later than 5 Business Days after demand by Administrative Agent (at the direction of Issuing Lender and/or Swing Line Lender, as the case may be), (i) Cash Collateralize the obligations of Company to Issuing Lender and Swing Line Lender in respect of such LC Exposure or Swing Line Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swing Line Exposure, or (ii) in the case of such Swing Line Exposure, prepay (subject to clause (c) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (iii) make other arrangements satisfactory to Administrative Agent, and to Issuing Lender or Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and

any amount paid by Company for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by Administrative Agent in a segregated non-interest bearing account until the termination of the Commitments and payment in full of all obligations of Company hereunder and will be applied by Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to Issuing Lender or Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed drawings under any Letters of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of Company hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Increased Facilities Company may at any time after the Effective Date, by written notice to the Administrative Agent, elect to request the establishment of one or more tranches of incremental revolving loan commitments or an increase in an existing tranche of Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”; provided that there shall be no more than three tranches of Incremental Revolving Loan Commitments at any time in effect) and/or one or more tranches of incremental term loans or an increase in an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment” and together with the Incremental Revolving Loan Commitments, the “Incremental Commitments”); provided that the aggregate principal amount of the Incremental Commitments shall (i) not exceed $250,000,000 (the “Maximum Incremental Amount”) and (ii) not be in an aggregate principal amount less than $2,500,000 per request (or, if less, the entire remaining amount permitted to be drawn under clause (i) above) (or such lesser amount which may be approved by the Administrative Agent), and shall be in integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent, (ii) the identity of each Lender, other Person that is an Eligible Assignee or any other Person agreed to by Company and the Administrative Agent (each, an “Incremental Revolving Lender” or “Incremental Term Lender”, as applicable, and collectively “Incremental Lenders”) to whom Company proposes any portion of such Incremental Commitments be allocated (including in the case of Incremental Revolving Loan Commitments, any letter of credit and/or swing line loan sub-

Funding of Incremental Loans On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a loan to Company (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto, (iii) each Incremental Revolving Lender shall become a Lender with respect to its Incremental Revolving Loan Commitment and all matters relating thereto (and, in the case of Incremental Revolving Loan Commitments constituting an increase in the existing Revolving Loan Commitments, each of the Revolving Lenders shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Loan Commitments) and (iv) each Incremental Revolving Loan Commitment shall be deemed, for all purposes, a Revolving Loan Commitment and each Loan made thereunder (each, an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan.

Notice to Lenders The Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and the Incremental Commitments and the Incremental Lenders in respect thereof.

Other Terms The terms and provisions of any Incremental Loans and Incremental Commitments that pertain to any period on or prior to the Latest Maturity Date shall be, except as otherwise set forth herein, (x) substantially consistent with the terms of the existing Loans and Commitments, respectively, as of the date of determination (other than with respect to fees), (y) no more favorable (taken as a whole) to the Incremental Lenders providing such Incremental Loans and Incremental Commitments than those applicable to the Lenders providing the existing Loans and Commitments as of the date of determination (other than with respect to fees) or (z) otherwise reasonably acceptable to the Administrative Agent. Except as expressly set forth in the applicable Joinder Agreement, subject to the terms of this Section 2.12, all such Incremental Term Loans shall be treated as Term Loans (and the Incremental Term Lenders shall be treated as Term Lenders in respect thereof), in each case for all purposes hereunder and the other Loan Documents (including, for the avoidance of doubt, calculations of “Pro Rata Share”

[Reserved].

Supersession This Section 2.12 shall supersede any provisions in Section 3.2, Section 9.1, Section 9.5 or Section 9.6 to the contrary.

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Company to all Term Lenders of Term Loans with a like maturity date or Revolving Lenders with Revolving Loan Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Loan Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, on which Company proposes that such Extension shall be effective, Company is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Loan Commitments (each, an “Extension”; any Extended Term Loans shall constitute a separate tranche of

except as to final maturity and pricing (which shall be determined by Company and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any Revolving Lender that agrees to an extension with respect to such Revolving Loan Commitment extended pursuant to an Extension (an “Extended Revolving Loan Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) and shall be identical to the terms in the original Revolving Loan Commitments (and related outstandings), except for such terms that are applicable after the maturity date of the non-extending Revolving Loan Commitments; provided that at no time shall there be Revolving Loan Commitments hereunder (including Extended Revolving Loan Commitments, any Incremental Revolving Loan Commitments and any original Revolving Loan Commitments) that constitute more than three different tranches;

except as to pricing, amortization and final maturity date (which shall, subject to immediately succeeding clauses (iii) and (iv), be determined by Company and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”, together with Extended Revolving Loans, “Extension Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer, except for such terms that are applicable after the maturity date of the non-extending Term Loans;

the maturity date of any Extended Term Loans, Extended Revolving Loans or Extended Revolving Loan Commitments shall be no earlier than the Latest Maturity Date applicable to the Loans or Commitments being extended;

the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans extended thereby;

an Extension Offer shall be in writing, executed by Company and shall specify the date on which Company proposes that such Extension shall be effective, which date shall be prior to the applicable Latest Maturity Date;

the Specified Conditions shall be satisfied (or waived by the Administrative Agent); and

if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Loan Commitments, as the case may be, in respect of which Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Loan Commitments, as the case may be, offered to

With respect to all Extensions consummated by Company pursuant to this Section 2.13, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Section 2.4, and (ii) the principal payment amounts (in so far as such amounts affect payments due to Lenders participating in the Extended Term Loans) set forth in Section 2.4(a) shall be adjusted to give effect to the Extension of the relevant Term Loan. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.13 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Loan Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 2.4) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.

No consent of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Loan Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Loan Commitments (or a portion thereof), the consent of the Issuing Lender and Swing Line Lender, which consent shall not be unreasonably withheld, delayed or conditioned; provided that any amendment required to effectuate any such extension pursuant to Section 9.6 below shall also require the consent of the Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned. All Extended Term Loans and Extended Revolving Loan Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Company as may be necessary in order to establish new tranches in respect of Revolving Loan Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Company in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.13. This Section 2.13 shall supersede any provisions of Section 9.1 and Section 9.6 to the contrary.

In connection with any Extension, Company shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative

Supersession, etc. This Section 2.13 shall supersede any requirements of any provision of this Agreement (including, without limitation, Section 9.5 and Section 9.6) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.13. Administrative Agent and the Lenders (including Incremental Lenders) hereby consent to each Extension and the other transactions contemplated by this Section 2.13 (including, without limitation, Section 9.5 and Section 9.6) payment of any interest or fees in respect of any Extension Loans, provided that such consent shall not be deemed to be an acceptance of the extension request. With respect to any Extension consummated by Company pursuant to this Section 2.13 such Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement.

Company may, from time to time after the Effective Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Company, to refinance (i) all or any portion of any Term Loans then outstanding under this Agreement and (ii) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (i) will rank pari passu in right of payment with the Term Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by Company and the applicable Lenders thereof; (v) (x) in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is prior to the scheduled Latest Maturity Date for the Revolving Loans being refinanced and (y) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Term Loans being refinanced; (vi) subject to clauses (iii) through (v) above, will have terms and conditions that are substantially identical to, or no more favorable, when taken as a whole,

The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver by the Administrative Agent) on the date thereof of the Specified Conditions and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of a Notice of Borrowing, legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements with respect to Company, including any supplements or amendments to the Collateral Documents providing for such Refinancing Debt to be secured thereby, consistent with those delivered on the Effective Date under Section 4.1 or delivered from time to time pursuant to Section 5.9 and Section 5.10. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Company as may be necessary in order

Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of Company in respect of a revolving loan tranche on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Loan Commitments.

The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate tranches hereunder and treated in a manner consistent with the tranches being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than Company, the Administrative Agent and the Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Company, to effect the provisions of or consistent with this Section 2.14. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Latest Maturity Date in respect of the Revolving Loan Commitments shall be reallocated from Lenders holding Revolving Loan Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding extended revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Benchmark Replacement Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such

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

Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Company and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.15(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15.

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

Benchmark Unavailability Period Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Company may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Loan Party Documents On or before the Effective Date, Parent shall, and shall cause each other Loan Party to, deliver to Administrative Agent (with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Date:

Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Date;

Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Date by the secretary or similar Officer of such Person as being in full force and effect without modification or amendment;

Signature and incumbency certificates of the Officers of such Person executing the Loan Documents to which it is a party; and

Executed originals of the Loan Documents to which such Person is a party.

Fees All fees and expenses required to be paid on or prior to the Effective Date to the Administrative Agent, any other agent, the Lead Arrangers and the Lenders pursuant to any Fee Letter shall have been paid (or shall substantially concurrently be paid, including by offsetting such amounts against the proceeds of the initial Loans funded on the Effective Date) and in the case of expenses only to the extent invoiced not less than two (2) business days prior to the Effective Date.

Corporate and Capital Structure; Ownership The corporate organizational structure, capital structure and ownership of Parent and its Subsidiaries shall be as set forth on Schedule 3.3 annexed hereto.

Representations and Warranties Parent shall have delivered to Administrative Agent an Officer’s Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in ARTICLE IV are true, correct and complete in all material respects on and as of the Effective Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date), that each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Effective Date except as otherwise disclosed to and agreed to in writing by Administrative Agent and that no Potential Event of Default or Event of Default has occurred and is continuing; provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition.

Financial Statements; Pro Forma Balance Sheet On or before the Effective Date, Company shall have delivered to Administrative Agent on behalf of the Lenders (i) audited consolidated financial statements of Parent and its Subsidiaries for Fiscal Year 2022, including balance sheets, income and cash flow statements, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, (ii) unaudited interim financial statements of Parent and its Subsidiaries for the Fiscal Quarters ended after the date of the most recent audited financial statements delivered pursuant to clause (i) above (and, to the extent reasonably available to Company, monthly financial statements of Parent and its Subsidiaries for any such period of less than three months) and at least forty-five (45) days prior to the Effective Date, (iii) a pro forma balance sheet of the Loan Parties as of the last day of the most recent fiscal quarter for which financial statements are required to be delivered pursuant to clause (ii) above, prepared after giving pro forma effect to the Transaction as if the Transaction had occurred on such date, and (iv) projected financial statements of the Loan Parties for the five-year period after the Effective Date (prepared after giving pro forma effect to the Transaction).

Opinions of Counsel to Loan Parties Administrative Agent shall have received on behalf of the Secured Parties an originally executed copies of a favorable written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special Pennsylvania counsel for the Loan Parties, and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, special Missouri counsel for the Loan Parties, each in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the Effective Date (this Agreement constituting a written request by Parent to such counsel to deliver such opinions to ▇▇▇▇▇▇▇).

Solvency Assurances On the Effective Date, Administrative Agent shall have received an Officer’s Certificate of Parent substantially in the form of Exhibit VI annexed hereto dated the Effective Date and certifying that, after giving effect to the consummation of the Transactions, the Loan Parties on a consolidated basis will be Solvent.

Security Interests in Personal Property Administrative Agent shall have received evidence reasonably satisfactory to it that each Loan Party shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and delivered all of the following filings and recordings that may be necessary or, in the reasonable opinion of Administrative Agent, desirable in order to create in favor of Administrative Agent, for the benefit of ▇▇▇▇▇▇▇, a valid and (upon such filing and recording) perfected security interest in the entire personal property Collateral in accordance with the terms of the Collateral Documents. Such actions shall include the following:

Stock Certificates and Instruments Delivery to Administrative Agent of (A) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise in form and substance reasonably satisfactory to Administrative Agent) representing all Capital Stock pledged pursuant to the Pledge and Security Agreement (B) all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to Administrative Agent) evidencing any Collateral;

Lien Searches and UCC Termination Statements Delivery to Administrative Agent of (A) the results of a recent search, by a Person reasonably satisfactory to Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search and (B) duly completed UCC termination statements, and authorization of the filing thereof from the applicable secured party, as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement);

UCC Financing Statements and Fixture Filings Delivery to Administrative Agent of duly completed UCC financing statements and, where appropriate, fixture filings with respect to all personal and mixed property Collateral of such Loan Party, for filing in all jurisdictions as may be necessary or, in the reasonable opinion of Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral Documents;

Cover Sheets, Etc. Delivery to Administrative Agent of all cover sheets or other documents or instruments required to be filed with any IP Filing Office in order to create or perfect Liens in respect of any IP Collateral, together with releases duly executed (if necessary) of security interests by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective filings in any IP Filing Office in respect of any IP Collateral (other than any such filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); and

Control Agreements Subject to the last paragraph of this Section 3.1, delivery to Administrative Agent of such Control Agreements with financial institutions and other Persons in order to perfect Liens in respect of Deposit Accounts, Securities Accounts and other Collateral pursuant to the Collateral Documents.

2023 Mortgages; 2023 Mortgage Policies; Etc. Subject to the last paragraph of this Section 3.1, Administrative Agent shall have received from each Loan Party:

2023 Mortgages Fully executed and notarized Mortgages or any amendments, amendment and restatements, supplements or modifications related thereto, as reasonably requested by Administrative Agent (each a “2023 Mortgage” and, collectively, the “2023 Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Property Asset listed on Schedule 3.10 annexed hereto (each a “2023 Mortgaged Property” and, collectively, the “2023 Mortgaged Properties”);

Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a 2023 Mortgaged Property is located with respect to the enforceability of the 2023 Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

Title Insurance (A) ALTA mortgagee title insurance policies or unconditional commitments therefor (the “2023 Mortgage Policies”) issued by the Title Company with respect to each of the 2023 Mortgaged Properties, in such amount as Administrative Agent reasonably determine to be the value of any particular 2023 Mortgaged Property, insuring fee simple title to, or a valid leasehold interest in, each such 2023 Mortgaged Property vested in such Loan Party and assuring Administrative Agent that the applicable 2023 Mortgages create valid and enforceable First Priority mortgage Liens on the respective 2023 Mortgaged Properties encumbered thereby which 2023 Mortgage Policies (1) shall include an endorsement for mechanics’ liens, for future advances under this Agreement and for any other matters reasonably requested by Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Administrative Agent; and (B) evidence reasonably satisfactory to Administrative Agent that such Loan Party has (x) delivered to the

Title Reports With respect to each 2023 Mortgaged Property, a title report issued by the Title Company with respect thereto, dated no more than 30 days prior to Effective Date and in form and substance reasonably satisfactory to Administrative Agent;

Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the 2023 Mortgage Policies or in the title reports delivered pursuant to Section 3.1(i)(iv); and

Matters Relating to Flood Hazard Properties (a) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (1) any 2023 Mortgaged Property is a Flood Hazard Property and (2) the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) if there are any such Flood Hazard Properties, such Loan Party’s written acknowledgement of receipt of written notification from Administrative Agent (1) as to the existence of each such Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (c) in the event any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System.

Effective Date Indebtedness Administrative Agent shall have received an Officer’s Certificate from each Loan Party stating that following the Transactions, the Loan Parties shall not be obligors with respect to any Indebtedness or Contingent Obligations outstanding except for Permitted Indebtedness and Contingent Obligations permitted under Sections 6.1 and 6.4 respectively.

Required Documentation Lenders shall have received, no later than five (5) business days prior to the Effective Date to the extent requested no later than ten (10) business days prior to the Effective Date, to the extent requested, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company and any of its Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Material Adverse Effect Since December 31, 2022, there shall have been no event, circumstance, occurrence or change which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Administrative Agent shall have received before that Funding Date, in accordance with the provisions of Section 2.1(b), a duly executed Notice of Borrowing, in each case signed by a duly authorized officer of Company.

As of that Funding Date:

the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; and

no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default.

On or before the date of issuance of the initial Letter of Credit pursuant to this Agreement, the Term Loans shall have been made.

On or before the date of issuance of such Letter of Credit, Administrative Agent shall have received, in accordance with the provisions of Section 10.1(b)(i), an originally executed Request for Issuance (or a facsimile copy thereof) in each case signed by a duly authorized Officer of Company, together with all other information specified in Section 10.1(b) and such other documents or information as Issuing Lender may reasonably require in connection with the issuance of such Letter of Credit.

On the date of issuance of such Letter of Credit, all conditions precedent described in Section 3.2(b) shall be satisfied to the same extent as if the issuance of such Letter of Credit were the making of a Loan and the date of issuance of such Letter of Credit were a Funding Date.

Organization and Powers Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation as specified in Schedule 4.1 annexed hereto (to the extent such concept is applicable in the relevant jurisdiction). Each Loan Party has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted, to enter into the Transaction Documents to which it is a party and to carry out the Transactions.

Qualification and Good Standing Each Loan Party is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of property or conduct of its business requires such qualification, except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business Parent has no other assets other than (i) the Capital Stock of Company, (ii) as permitted as a result of permitted holding company activity contemplated pursuant to Section 6.10 and (iii) any Sand Purchase Documents to which it is a party. Parent and its Restricted Subsidiaries are engaged only in the businesses permitted to be engaged in pursuant to Section 6.10.

Subsidiaries As of the Effective Date, (i) all of the Restricted Subsidiaries of Parent and their jurisdictions of incorporation, organization or formation are identified in Schedule 4.1; (ii) the Capital Stock of each of Parent and its Restricted Subsidiaries identified in Schedule 4.1 is duly authorized, validly issued, fully paid and non-assessable and none of such Capital Stock constitutes Margin Stock and (iii) Schedule 4.1 correctly sets forth the ownership interest of Parent and each of its Restricted Subsidiaries in each of the Restricted Subsidiaries of Parent identified therein. As of the Effective Date, each of the Restricted Subsidiaries of Parent identified in Schedule 4.1 is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, organization or formation set forth therein, has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted, and is qualified to do business and in good standing in every jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification (to the extent such concept is applicable in the relevant jurisdiction) necessary to carry out its business and operations, in each case except where failure to be so qualified or in good standing or a lack of such power and authority has not had and could not reasonably be expected to result in a Material Adverse Effect.

Authorization of Transactions The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action on the part of each Loan Party that is a party thereto.

No Conflict The execution, delivery and performance by each Loan Party of the Transaction Documents to which it is a party and the consummation of the Transactions do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to such Loan Party or any Restricted Subsidiaries, the Organizational Documents of such Loan Party or any Restricted Subsidiaries or any order, judgment, decree or order of any court or other Government Authority binding on such Loan Party or any Restricted Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Loan Party or any Restricted Subsidiaries (other than any Liens created or permitted under any of the Loan Documents), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of such Loan Party any Restricted Subsidiaries, except for such approvals or consents which will be obtained on or before the Effective Date and, in each case, to the extent such violation, conflict, breach, default, Lien or failure to obtain such approval or consent could not reasonably be expected to result in a Material Adverse Effect.

Governmental Consents The execution, delivery and performance by each applicable Loan Party of the Transaction Documents to which it is a party and the consummation of the Transactions do not and will not require any Governmental Authorization except for (i) such approvals which have been obtained and are in full force and effect, (ii) filings in connection with the Liens created by or pursuant to the Loan Documents, and (iii) filings which customarily are required in connection with the exercise of remedies in respect of the Collateral.

Binding Obligation Each of the Transaction Documents has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Title to Properties; Liens Loan Parties have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in or rights to use (in the case of leasehold interests in or rights to use real or personal property) or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in Section 4.3 or in the most recent

Real Property As of the Effective Date, Schedule 4.5(b) annexed hereto contains a true, accurate and complete list of (i) all fee interests in any Real Property Assets and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof), affecting each Material Leasehold Property, to which a Loan Party is the tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Except as specified in Schedule 4.5(b) annexed hereto, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect as of the Effective Date and Company does not have knowledge as of the Effective Date of any default by any Loan Party, party to such agreement that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

Intellectual Property As of the Effective Date, Parent and each Restricted Subsidiary owns or has the right to use, all Intellectual Property used in the present conduct of their business, except where the failure to own or have such right to use in the aggregate could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted in writing and has been received by any Loan Party in the past two years and no such written claim received by such Loan Party or such Restricted Subsidiary is pending by any Person against any Loan Party or any Restricted Subsidiary challenging or questioning the use of any such Intellectual Property by any Loan Party or the validity or effectiveness of any such Intellectual Property, except for such claims that in the aggregate could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Loan Parties, the use of such Intellectual Property by Parent and any of its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. All federal, state and foreign registrations of and applications for Intellectual Property that are owned by Parent or any of its Restricted Subsidiaries as of the Effective Date are identified on Schedule 4.5(c) annexed hereto.

Federal Power Act; etc. No Loan Party nor any of its Restricted Subsidiaries is subject to regulation under the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or, to the knowledge of Company, under any other federal or state statute or regulation which could limit its ability to incur Indebtedness or which could otherwise render all or any of the Obligations unenforceable.

Terrorism Laws Neither the making of the Loans under this Agreement nor the Loan Parties’ use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, neither Parent nor any of its Subsidiaries or Affiliates (a) is or will become a Person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such Person. Parent and its Subsidiaries and Affiliates are in compliance, in all material respects, with the USA Patriot Act.

Anti-Money Laundering Laws Neither the Loan Parties nor any of their respective Subsidiaries nor, to Company’s knowledge, any holder of a direct or indirect interest in Parent or any of its Subsidiaries (i) is under investigation by any Government Authority for, or has been charged with, or convicted of, money laundering under 18 U.S.C. §§ 1956 and 1957, drug trafficking, terrorist-related activities or other money laundering predicate

Federal Reserve Regulations No part of the proceeds of any Loans will be used for “buying” or “carrying” any Margin Stock or for any purpose which violates the provisions of the Regulations of the Federal Reserve Board. Following the application of the proceeds of Loans, not more than 25% of the value of the assets of the Loan Parties (on a consolidated basis) will be invested in Margin Stock.

Foreign Corrupt Practices Act The Loan Parties and its Subsidiaries, and their respective officers, directors and employees, and to Company’s knowledge, their respective agents, affiliates and representatives, have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, and the Loan Parties and its Subsidiaries have instituted and maintained policies and procedures appropriate for the Loan Parties and its Subsidiaries’ business reasonably designed to promote and achieve compliance with such laws. Company will not directly or, to its knowledge, indirectly use the proceeds of the Loans or Letters of Credit in violation of the United States Foreign Corrupt Practices Act of 1977, or other similar applicable anti-corruption legislation in other jurisdictions.

OFAC None of the Loan Parties or any of its Subsidiaries, nor, to the knowledge of the Loan Parties or any of its Subsidiaries, any director, officer, agent, employee or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is, (a) the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or any other Sanctions list, or (c) located, organized or resident in a Designated Jurisdiction. Company will not directly or, to its knowledge, indirectly use the proceeds of the Loans or Letters of Credit or otherwise knowingly make available such proceeds to any Person, for the purpose of financing the activities of any Person that, at the time of such financing, is (a) the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or any other Sanctions list, or (c) located, organized or resident in a Designated Jurisdiction, in each case, in violation of any Sanctions, in each case, in violation of any Sanctions.

No Loan Party or ERISA Affiliate has incurred or could be reasonably expected to incur any liability to, or on account of, a Multiemployer Plan as a result of a violation of Section 515 of ERISA or pursuant to Section 4201, 4204 or 4212(c) of ERISA which could reasonably be expected to result in a Material Adverse Effect;

Each Employee Plan complies in all material respects in form and operation with ERISA, the Internal Revenue Code (except where such failure could not reasonably be expected to result in a Material Adverse Effect);

The present value of the “benefit liabilities” (within the meaning of Section 4001(a)(16) of ERISA) of each Employee Plan subject to Title IV of ERISA (using the actuarial assumptions and methods used by the actuary to that Employee Plan in its most recent valuation of that Employee Plan) do not exceed the fair market value of the assets of each such Employee Plan by an amount which could reasonably be expected to result in a Material Adverse Effect;

There is no litigation, arbitration, administrative proceeding or claim pending or (to the best of each Loan Party and ERISA Affiliates’ knowledge and belief) threatened against or with respect to any Employee Plan (other than routine claims for benefits) which has or, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

Each Loan Party and each ERISA Affiliate has made all material contributions to each Employee Plan and Multiemployer Plan required by law within the applicable time limits prescribed by law, the terms of that plan and any contract or agreement requiring contributions to that plan (except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect);

No Loan Party or ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions which could reasonably be expected to result in a Material Adverse Effect;

No Loan Party or ERISA Affiliate has incurred or could reasonably be expected to incur any liability to the PBGC (other than liability to the PBGC for the payment of periodic premiums); and

Except as set forth in Schedule 4.9, no ERISA Event has occurred or is reasonably likely to occur.

no Loan Party or any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (i) any Environmental Law, (ii) any Environmental Claim or (iii) any Hazardous Materials Activity; that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

no Loan Party has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law which is pending or unresolved, that, individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect;

to Parent’s knowledge, there are and have been no conditions, occurrences, or Hazardous Materials Activities that violate any applicable Environmental Law or could reasonably be expected to form the basis of an Environmental Claim against any Loan Party or any Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and

to Parent’s knowledge, each Loan Party has complied and is in compliance with all Environmental Laws, except for such noncompliance which could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

Governmental Authorizations No authorization, approval or other action by, and no notice to or filing with, any Government Authority is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by the Collateral Documents and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of Securities.

Absence of Third-Party Filings Except such as may have been filed in favor of Administrative Agent as contemplated by the Collateral Documents, or to evidence permitted lease obligations and other Liens permitted pursuant to Section 6.2, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office and (ii) no effective filing covering all or any part of the IP Collateral is on file in any IP Filing Office.

Information Regarding Collateral All information supplied to Administrative Agent by or on behalf of any Loan Party in writing with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects on the Effective Date.

Except as set forth on Schedule 4.18, each of the Loan Parties and the Restricted Subsidiaries are in compliance with all laws (including New Jersey’s Industrial Site Recovery Act), regulations and orders of any Government Authority applicable to it or its property including, but not limited to, all Environmental Laws, except where failure to do so, individually or in aggregate, could not reasonably be expected to result in a Material Adverse Effect; and

All governmental approvals (federal, state and foreign), permits, authorizations, certificates, rights, exemptions and orders from any Government Authority and licenses (the “Permits”) required to be held or obtained by Parent or any Restricted Subsidiaries in connection with the conduct of their business as presently conducted have been obtained and are in full force and effect and are being complied with and there has not been any default under any such Permits; except where failure to do so or where such default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Events of Default, etc. promptly upon any Officer of a Loan Party obtaining knowledge (i) of any condition or event that constitutes an Event of Default or Potential Event of Default, (ii) that any Person has given any notice to Parent or any of its Subsidiaries or taken any other material action against Parent, its Subsidiaries or their respective assets with respect to a claimed default or event or condition of the type referred to in Section 7.2 or (iii) of the occurrence of any event or change that caused or evidences either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action any Loan Party has taken, is taking and proposes to take with respect thereto;

Quarterly Financials as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal period and the related consolidated statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such fiscal period, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared for such fiscal period, all in reasonable detail and certified by the chief financial officer, chief executive officer, principal accounting officer, treasurer, assistant treasurer or controller of Company that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for each Fiscal Quarter;

Year-End Financials as soon as available and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer, chief executive officer, principal accounting officer, treasurer, assistant treasurer or controller of Company that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) in the case of such consolidated financial statements, a report thereon of either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to Administrative Agent, which report shall be unqualified as to scope of audit, shall express no doubts, assumptions or qualifications concerning the ability of Parent and its Subsidiaries to continue as a going concern (other than as a result of all or any portion of the Loans being treated as short term indebtedness) and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Compliance Certificate together with each delivery of quarterly and annual financial statements pursuant to subdivisions (b) and (c) above, (i) an Officer’s Certificate of Company stating that such Officer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of Parent and the Restricted Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that such

Reconciliation Statements if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in Section 4.3, the consolidated financial statements of Parent and its Subsidiaries delivered pursuant to subsections (b), (c) or (j) of this Section 5.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subsections had no such change in accounting principles and policies been made, then (i) within 30 days of the first delivery of financial statements pursuant to subsection (b), (c) or (j) of this Section 5.1 following such change, consolidated financial statements of Parent and its Subsidiaries for (A) the current Fiscal Year to the effective date of such change and (B) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods and (ii) within 30 days of each delivery of financial statements pursuant to subsection (b), (c) or (j) of this Section 5.1 following such change, if required pursuant to Section 1.2, a written statement of the chief accounting officer or chief financial officer of Company setting forth the differences (including any differences that would affect any calculations relating to the Financial Covenant) which would have resulted if such financial statements had been prepared without giving effect to such change;

Accountants’ Reports promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all final reports submitted to Company by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of Parent and its Subsidiaries made by such accountants, including any final comment letter submitted by such accountants to management in connection with their annual audit;

SEC Filings and Press Releases promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Parent or Company to their security holders or by any Subsidiary of Parent to its security holders other than Parent or another Subsidiary of Parent, and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Parent or any Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Government Authority or private regulatory authority;

Litigation or Other Proceedings promptly upon any Officer of Company obtaining knowledge of (i) the institution or threat of any Proceeding against or affecting any Loan Party or any Restricted Subsidiaries or any property of any Loan Party or any Restricted Subsidiaries not previously disclosed in writing by Company to Lenders or (ii) any material development in any Proceeding that, in any case:

could reasonably be expected to have a Material Adverse Effect; or

seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, any of the Transactions;

ERISA each Loan Party shall:

promptly upon a request by Administrative Agent or a Lender, deliver to Administrative Agent copies of (i) Schedule B (Actuarial Information) to the Annual Report (IRS Form 5500 Series) with respect to each Employee Plan, and (ii) such other documents or governmental reports or filings relating to any Employee Plan as Administrative Agent shall reasonably request;

within seven days after it or any ERISA Affiliate becomes aware that any ERISA Event has occurred or is forthcoming, in the case of any ERISA Event which requires advance notice under Section 4043(b)(3) of ERISA, will occur, deliver to Administrative Agent a statement signed by a director or other authorized signatory of a Loan Party or ERISA Affiliate describing that ERISA Event and the action, if any, taken or proposed to be taken with respect to that ERISA Event;

within seven days after receipt by it or any ERISA Affiliate or any administrator of an Employee Plan, deliver to Administrative Agent copies of each notice from the PBGC stating its intention to terminate any Employee Plan or to have a trustee appointed to administer any Employee Plan; and

within seven days after becoming aware of any event or circumstance which might constitute grounds for the termination of (or the appointment of a trustee to administer) any Employee Plan or Multiemployer Plan, provide an explanation of that event or circumstance by a director of the Loan Party or ERISA Affiliate affected by that event or circumstance.

Financial Plans as soon as practicable, and in any event no later than 90 days after the beginning of each Fiscal Year, starting with the Fiscal Year beginning on January 1, 2024, a consolidated plan and financial forecast for such Fiscal Year (the “Financial Plan” for such Fiscal Year), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Parent and its Restricted Subsidiaries for such Fiscal Year, together with a pro forma Compliance Certificate for such Fiscal Year and an explanation of the assumptions on which such forecasts are based and (ii) forecasted consolidated balance sheets and forecasted consolidated statements of income and cash flows of Parent and its Restricted Subsidiaries for each month of such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based;

Insurance as soon as practicable after any material change in insurance coverage maintained by Parent and its Restricted Subsidiaries notice thereof to Administrative Agent specifying the changes and reasons therefor;

Unrestricted Subsidiary Disclosure if Company has designated any Subsidiaries of a Loan Party as Unrestricted Subsidiaries, then the quarterly and annual management’s discussion and analysis required by paragraph (b) or (c) of this Section 5.1 shall include a description of the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries;

Sand Purchase Documents promptly upon execution and delivery or receipt thereof, copies of (i) any amendment, restatement, supplement or other modification to or waiver of any Sand Purchase Document entered into after the date hereof, and (ii) copies of all material notices from any party to any Sand Purchase Document;

Beneficial Ownership Certification with reasonable promptness written notice of any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification;

Other Information with reasonable promptness, such other information and data with respect to Parent or any of its Restricted Subsidiaries as from time to time may be reasonably requested by Administrative Agent (for its own account or upon the reasonable request from any Lender);

Electronic Posting information required to be delivered pursuant to subsections (b), (c) and (g) of this Section 5.1 shall be deemed to have been delivered on the date such information has been posted on any Loan Party’s Internet website at the website address listed on the signature page hereof or at another website identified by a Loan Party and accessible to Lenders without charge including but not limited to Intralinks or on ▇▇▇▇▇ (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that such Loan Party shall deliver paper copies of such information to any Lender that requests such delivery; and

Public Lenders Company hereby acknowledges that (a) Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Company hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Company or the Restricted Subsidiaries, 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. Company hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders

Parent will, and will cause each of its Restricted Subsidiaries to, pay all material federal and other material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such material Tax, assessment, charge or claim need be paid: if it is being contested in good faith by appropriate Proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a material Tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such Proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

PubCo will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than PubCo or any of the Subsidiaries).

Maintenance of Properties Except for dispositions permitted under Section 6.7, Parent will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained in reasonably good repair, working order and condition, ordinary wear and tear excepted, all of its material properties used or useful in the business of Parent and its Restricted Subsidiaries and from time to time will make or cause to be made all reasonably necessary repairs, renewals and replacements thereof.

Insurance

Subject, in the case of Silica Related Claims, to the terms of Section 5.4(b)(ii) below, Company will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Parent and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in the same general area, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry and in the same general area. Without limiting the generality of the foregoing, Company will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained (i) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System and (ii) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times reasonably satisfactory to Administrative Agent in its commercially reasonable judgment. Each such policy of insurance shall (A) name Administrative Agent for the benefit of Lenders as an additional insured thereunder as its interests may appear and (B) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to Administrative Agent, that names Administrative Agent for the benefit of Lenders as the lender’s loss payee thereunder for any covered loss in excess of $500,000 and provides for at least 30 days prior written notice to Administrative Agent of any modification or cancellation of such policy; provided that, if Company is unable to get the endorsement to provide for 30 days prior written notice notwithstanding its commercially reasonable efforts to do so, the failure to do so shall not constitute a breach hereof. In connection with the renewal of each such policy of insurance, Company promptly shall deliver to Administrative Agent a certificate from Company’s insurance broker or other evidence reasonably satisfactory to Administrative Agent that Administrative Agent on behalf of ▇▇▇▇▇▇▇ has been named as additional insured and/or lender’s loss payee thereunder.

Notwithstanding the terms of Section 5.4(b)(i) to the contrary, with respect to Silica Related Claims, the only insurance which Parent and its Restricted Subsidiaries shall be required to maintain will be the insurance evidenced by those insurance policies in existence on the Effective Date and listed by general description on Schedule 5.4 hereto in which Company and its Restricted Subsidiaries are named as insured (or additional insured) either directly or indirectly or as successor-in-interest to, or assignee of ITT, U.S. Borax Company, Pennsylvania Glass Sand Corporation or Ottawa Silica Company, in respect to Silica Related Claims (the “Silica Related Claims Policies”). In regard thereto, Company and its Restricted Subsidiaries will (i) continue to keep all such policies in full force and effect at all times hereafter and (ii) notify Administrative Agent promptly, but in any event within five Business Days after receiving any notice or knowledge of any actual, pending or threatened termination or cancellation or denial of coverage thereunder.

Inspection Rights Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any authorized representatives designated by Administrative Agent to visit and inspect any of the properties of Company or of any of the Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their Officers and independent public accountants (provided that Company may, if it so chooses, be present at or participate in any such discussion), all upon reasonable written notice of at least three Business Days and at such reasonable times during normal business hours and not more than two times each calendar year or at any time or from time to time following the occurrence and during the continuation of an Event of Default.

Lender Meeting Appropriate Officers of Company shall, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting or conference call (determined by Company in consultation with Administrative Agent) with Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s principal offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

Maintenance of Books and Records Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, keep books and records which accurately reflect in all material respects its business affairs and all material transactions related thereto.

ensure that neither it nor any ERISA Affiliate engages in a complete or partial withdrawal, within the meaning of Sections 4203 and 4205 of ERISA, from any Multiemployer Plan which could reasonably be expected to result in a Material Adverse Effect;

ensure that neither it nor any ERISA Affiliate adopts an amendment to an Employee Plan requiring the provision of security under ERISA or the Internal Revenue Code without the prior consent of Requisite Lenders; and

ensure that no Employee Plan is terminated under Section 4041 of ERISA.

Environmental Disclosure Company will deliver to Administrative Agent for distribution to Lenders as soon as practicable following the occurrence or receipt thereof, written notice describing in reasonable detail:

any Hazardous Materials Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect;

any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

any written request for information from any Government Authority is investigating whether a Loan Party or any of its Restricted Subsidiaries may be potentially responsible for any Release or threat of Release of Hazardous Materials; and

(A) any proposed acquisition of stock, assets, or property by any Loan Party or any of its Restricted Subsidiaries that could reasonably be expected to expose such Loan Party or any of its Restricted Subsidiaries to, or result in, Environmental Claims that have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (B) any proposed action to be taken by any Loan Party or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject any Loan Party or any of its Restricted Subsidiaries to any material additional obligations or requirements under any Environmental Laws that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

Company’s Actions Regarding Hazardous Materials Activities, Environmental Claims and Violations of Environmental Laws Parent shall, and shall cause each of its Restricted Subsidiaries to comply with applicable Environmental Laws except for any such noncompliance which could not reasonably be expected to have a Material Adverse Effect, and, without limiting the foregoing, Parent shall take, and shall cause each of its Restricted Subsidiaries to take, any and all actions appropriate and consistent with good business practice to (i) cure any violation of applicable Environmental Laws by Parent or its Restricted Subsidiaries that have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) respond to any Environmental Claim against Parent or any of its Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

Execution of Subsidiary Guaranty and Collateral Documents Subject to the provisions of Section 5.9(c) below, in the event that any Person becomes a Restricted Subsidiary of Parent after the date hereof, Parent will promptly notify Administrative Agent of that fact and cause such Restricted Subsidiary to execute and deliver to Administrative Agent within 30 days thereafter (or such later date as Administrative Agent shall agree) a counterpart of the Subsidiary Guaranty and Pledge and Security Agreement and to take all such further actions and execute such further documents and instruments (including actions, documents and instruments comparable to those described in Section 3.1(i)) as may be necessary or, in the reasonable opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected Lien on all of the personal property assets of such Restricted Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Pledge and Security Agreement, Parent shall, or shall cause the Restricted Subsidiary that owns the Capital Stock of such Person to, execute and deliver to Administrative Agent a supplement to the Pledge and Security Agreement and to deliver to Administrative Agent all certificates representing such Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank). Notwithstanding the first sentence of this Section 5.9(a), no Target shall be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets or guarantee the Obligations if it is a Joint Venture and the acquisition of its Capital Stock by the applicable Loan Party is permitted under Section 6.3(o).

Subsidiary Organizational Documents, Legal Opinions, Etc. Parent shall deliver to Administrative Agent, together with such Loan Documents, (i) certified copies of such Restricted Subsidiary’s Organizational Documents, together with a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the Secretary of State or similar Government Authority of the jurisdiction of its incorporation, organization or formation and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of such jurisdiction, each to be dated a recent date prior to their delivery to Administrative Agent, (ii) a certificate executed by the secretary or similar Officer of such Restricted Subsidiary as to (A) the fact that the attached resolutions of the Governing Body of such Restricted Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the Officers of such Restricted Subsidiary executing such Loan Documents and (iii) a favorable opinion of counsel to such Restricted Subsidiary, in form and substance reasonably satisfactory to Administrative Agent and its counsel, as to (A) the due organization and good standing of such Restricted Subsidiary, (B) the due authorization, execution and delivery by such Restricted Subsidiary of such Loan Documents, (C) the enforceability of such Loan Documents against such Restricted Subsidiary and (D) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel.

Foreign Subsidiaries Notwithstanding the provisions of Section 5.9(a), (i) no Foreign Subsidiary or any Subsidiary of a Foreign Subsidiary shall be required to execute and deliver the Subsidiary Guaranty or the Pledge and Security Agreement or any other Loan Documents, and (ii) no assets or Capital Stock of a Foreign Subsidiary or any Subsidiary of a Foreign Subsidiary shall be required to be pledged pursuant to the provisions of the Pledge and Security Agreement, except, in the case of this Section 5.9(c)(ii), 100% of the non-voting Capital Stock and 65% of the voting Capital Stock of a Foreign Subsidiary will be pledged hereunder, provided that no Capital Stock of a Foreign Subsidiary that is owned by another Foreign Subsidiary shall be pledged pursuant to the provisions of the Pledge and Security Agreement; provided, further, that in no event shall any Loan Party be required to execute, deliver or otherwise obtain any agreement, instrument, opinion or document governed by foreign law in respect of the pledge of Capital Stock of Foreign Subsidiaries in the case of this Section 5.9(c) (ii).

Additional Mortgages, Etc. From and after the Effective Date, in the event that (i) Parent or any Subsidiary Guarantor acquires any Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any Material Real Property or any Material Leasehold Property, excluding in the case of clause (ii) above any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Parent and its Restricted Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor (or such later time the Administrate Agent may agree in its reasonable discretion), as the case may be, (A) a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, flood hazard certifications and evidence of flood insurance (if required), environmental reports that would have been delivered on the Effective Date if such Additional Mortgaged Property were a 2023 Mortgaged Property or that may otherwise be reasonably required by Administrative Agent, (B) in the case of any such Material Leasehold Property, if a Parent or any Restricted Subsidiary is able to obtain using commercially reasonable efforts, a Landlord Consent and Estoppel with respect thereto and (C) with respect to any Flood Hazard Property, in each in case in form and substance satisfactory to the Administrative Agent prior to filing any such Additional Mortgage: (i) the Parent’s or Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent (x) as to the fact that such Additional Mortgaged Property is a Flood Hazard Property, (y) as to whether the community in which each such Flood Hazard Property is located is

Real Estate Appraisals Parent shall, and shall cause each of its Restricted Subsidiaries to, permit an independent real estate appraiser reasonably satisfactory to Administrative Agent, upon reasonable written notice in advance, to visit and inspect any Additional Mortgaged Property for the purpose of preparing an appraisal of such Additional Mortgaged Property satisfying the requirements of any applicable laws and regulations (in each case to the extent required under such laws and regulations as reasonably determined by Administrative Agent in its discretion).

No Loan Party shall engage in any transaction that violates any of the applicable prohibitions set forth in any terrorism law described in Section 4.8(b).

None of the funds or assets of any Loan Party that are used to repay the Loans shall constitute property of, or shall be beneficially owned directly or indirectly by, any Designated Person.

No Designated Person shall have any direct or indirect interest in such Loan Party that would constitute a violation of any terrorism laws described in Section 4.8(b).

No Loan Party shall, and each Loan Party shall procure that none of its Restricted Subsidiaries will, fund all or part of any payment under this Agreement out of proceeds derived from transactions that violate the prohibitions set forth in any terrorism law described in Section 4.8(b).

Upon the reasonable request of Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Loan Parties, such further instruments as may be necessary or desirable in the reasonable judgment of Administrative Agent to carry out the provisions and purposes of this Agreement and the other Loan Documents.

Parent will, and it will cause each Qualified ECP Guarantor to, jointly and severally absolutely, unconditionally and irrevocably undertake to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Guaranties in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under the Guaranties for the maximum amount of such liability that can be incurred without rendering its obligations under the Guaranties voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under the Guaranties shall remain in full force and effect until the Latest Maturity Date. Parent, on behalf of itself and each Qualified ECP Guarantor, intends that this Section 5.15(b) constitute, and this Section 5.15(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Loan Parties may become and remain liable with respect to the Obligations (including any Indebtedness incurred pursuant to Section 2.12, Section 2.13 and Section 2.14);

Company and the Restricted Subsidiaries may become and remain liable with respect to Disqualified Stock;

Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations permitted by Section 6.4 and, upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations so extinguished;

Company and the Restricted Subsidiaries may become and remain liable with respect to purchase money Indebtedness (including Capital Leases) to the extent secured by purchase money security interests or purchase money mortgages not in excess of $25,000,000 in the aggregate outstanding at one time;

(i) Loan Parties may become and remain liable with respect to Indebtedness to any other Loan Party or any Restricted Subsidiary thereof; provided that (a) a first priority security interest in all such intercompany Indebtedness owing to any Loan Party shall have been granted to Administrative Agent for the benefit of Lenders; (b) if such intercompany Indebtedness is owing to any Loan Party and is evidenced by a promissory note or other instrument, such promissory note or instrument shall have been pledged to Administrative Agent pursuant to the Pledge and Security Agreement and (ii) Non-Loan Parties may become and remain liable with respect to Indebtedness to any other Non-Loan Party or any Loan Party; provided that any Indebtedness owing to any Loan Party by a Non-Loan Party must be permitted by Section 6.3 (disregarding for purposes hereof Section 6.3(c));

Loan Parties and their Restricted Subsidiaries, as applicable, may become and remain liable with respect to Indebtedness outstanding on the date hereof and listed on Schedule 6.1 and any refinancing, renewal, replacement or extension thereof; provided that (i) the outstanding principal amount of such Indebtedness is not increased (other than on account of accrued interest, premium, fees and expenses) at the time of such refinancing, renewal, replacement or extension and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any refinancing, renewing, replacing 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 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, renewing, replacing or extending Indebtedness does not exceed the then applicable market interest rate;

Parent and its Restricted Subsidiaries may become and remain liable with respect to NMTC Indebtedness;

Company and the Restricted Subsidiaries may become and remain liable with respect to Indebtedness related to that certain Assignment of Term Non-Participating Royalty Interest dated as of May 31, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time);

Company and the Restricted Subsidiaries may become and remain liable with respect to Indebtedness of any Person assumed in connection with a Permitted Acquisition and a Person that becomes a direct or indirect wholly-owned Restricted Subsidiary of Company as a result of a Permitted Acquisition may remain liable with respect to Indebtedness existing on the date of such acquisition; provided that such Indebtedness is not created in anticipation of such acquisition;

Loan Parties and their Restricted Subsidiaries may become and remain liable with respect to Indebtedness arising from the endorsement of instruments, the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn in the ordinary course of business against insufficient funds, or in respect of netting services, overdraft protections or otherwise in connection with the operation of customary deposit accounts in the ordinary course of business;

Company and the Restricted Subsidiaries may become and remain liable with respect to Indebtedness with respect to (A) property casualty or liability insurance, (B) financing of insurance premiums with the providers of such insurance or their Affiliates, (C) take-or-pay obligations in supply arrangements consistent with past practice, (D) subject to the extent permitted under Section 5.4, self-insurance obligations, (E) performance, bid, surety, custom, utility and advance payment bonds, (F) performance and completion guaranties or (G) worker’s compensation obligations, in each case, in the ordinary course of business;

Loan Parties and their Restricted Subsidiaries may become and remain liable with respect to Indebtedness resulting from judgments not resulting in an Event of Default under Section 7.8;

Loan Parties may become and remain liable with respect to Subordinated Indebtedness or junior lien indebtedness in an amount equal to the lesser of (i) the greater of (x) $125,000,000 and (y) 5.9% of Consolidated Tangible Assets as of the most recently ended Fiscal Quarter and (ii) an amount such that the Incurrence Ratio as of such date calculated on a Pro Forma Basis is not greater than 3.00:1.00 (assuming any revolving loans are fully drawn but the proceeds thereof shall not be “netted” for the purpose of determining that Incurrence Ratio), so long as, (A) such Subordinated Indebtedness or junior lien Indebtedness (1) does not have a maturity date earlier than one year after the Latest Maturity Date, (2) is on terms reasonably satisfactory to Administrative Agent and (3) the applicable cash rate of interest and payment in kind rate of interest payable thereunder shall not, in aggregate, be any more than applicable Adjusted Term SOFR plus 12% per annum (subject to an increase in the interest rate during the continuance of an event of default under the documents evidencing such Subordinated Indebtedness or junior lien Indebtedness in an amount not to exceed 2%), (B) the proceeds of such Subordinated Indebtedness or junior lien Indebtedness are used to fund Permitted Acquisitions and (C) no Event of Default shall have occurred and be continuing;

Company and the Restricted Subsidiaries may become and remain liable with respect to Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; and

Permitted Refinancings of any Subordinated Indebtedness permitted hereunder.

Prohibition on Liens No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of such Loan Party or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except:

Permitted Encumbrances;

Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Restricted Subsidiary of Company after

Liens existing on the date hereof and described in Schedule 6.2 annexed hereto;

Liens securing Indebtedness permitted by Section 6.1(m); provided that such Liens shall rank junior to the Liens on the Collateral securing the Obligations and the beneficiaries thereof (or an agent on their behalf) shall have entered into a customary intercreditor agreement in form and substance reasonably acceptable the Administrative Agent and Company that provides that the Liens securing such Indebtedness rank junior to the Liens securing the Obligations;

Liens on fixed or capital assets acquired, constructed or improved by Company or any of the Restricted Subsidiaries; provided that (i) such security interests secure Indebtedness expressly permitted by Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets, (iv) such security interests shall not apply to any other property or assets of any Loan Party and (v) the amount of Indebtedness (other than with respect to Capital Leases) secured thereby is not increased;

Liens arising from the precautionary UCC financing statement filings or any applicable filings in a foreign jurisdiction in respect thereof;

Liens and other interests of lessor in respect of rental obligations under mining leases entered into by Company and the Restricted Subsidiaries in the ordinary course of business;

Liens in favor of any escrow agent or a seller solely on and in respect of any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;

additional Liens not otherwise expressly permitted by this Section on any property or asset of any Loan Party securing obligations in an aggregate amount not exceeding $25,000,000 at any time outstanding; and

Liens arising in the ordinary course of business under sand leases, division orders, contracts for the sale, transportation or exchange of sand, marketing agreements, processing agreements, net profits agreements, development agreements, sand balancing or deferred production agreements and other agreements that are usual and customary for dispositions of mineral rights in respect of the sand business and are for claims which are not delinquent or that are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established to the extent required by and in accordance with GAAP; provided that any such Lien referred to in this Section 6.2(a)(x) does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by Company or any Restricted Subsidiary or materially impair the value of such property subject thereto.

No Further Negative Pledges Neither Parent nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure Indebtedness under any senior credit facility, including this Agreement, other than (i) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.2(a)(ii) to Section 6.2(a)(vi), as to the assets securing such Indebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold; (iv) restrictions imposed by law; (v) restrictions and conditions existing on the date hereof identified on Schedule 6.2 (but shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of any such restriction or condition); (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 6.1(f) and Section 6.1(i) if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.3 and applicable solely to such joint venture; and (ix) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under the first sentence of Section 6.1 or Section 6.1(g), provided that such restrictions or conditions do not prohibit any of the Liens created under the Loan Documents or any refinancings thereof; provided further that, unless to the extent required by applicable law, any Liens allowed under subsections (i)-(ix) of this Section 6.2(b) shall not secure Indebtedness of more than $50,000,000 in the aggregate.

No Restrictions on Restricted Subsidiary Distributions to Company or Other Subsidiaries No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock owned by Company or any other Restricted Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Company or any other Restricted Subsidiary of Company, (iii) make loans or advances to Company or any other Restricted Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Restricted Subsidiary of Company, except (A) as provided in this Agreement, (B) as to transfers of assets as may be provided in an agreement with respect to a sale of such assets, (C) in respect of Indebtedness permitted pursuant to Section 6.1(f) and Section

Company and the Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents;

Loan Parties and their Restricted Subsidiaries may continue to own the Investments owned by them as of the Effective Date in any Loan Party and their Restricted Subsidiaries, Loan Parties may make and own additional equity Investments in other Loan Parties and Non-Loan Parties may make and own additional equity Investments in other Non-Loan Parties;

Loan Parties and their Restricted Subsidiaries may make intercompany loans to the extent permitted under Section 6.1(e);

Company and the Restricted Subsidiaries may make Consolidated Capital Expenditures;

Company and the Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 6.3 annexed hereto;

Parent and Company may acquire and hold obligations of one or more Officers or other employees of Company, Parent or its Restricted Subsidiaries in connection with such Officers’ or employees’ acquisition of shares of Company’s Capital Stock, so long as no Cash is actually advanced by Company, Parent or any of its Restricted Subsidiaries to such Officers or employees in connection with the acquisition of any such obligations;

Company and the Restricted Subsidiaries may make and own Investments constituting non-Cash proceeds of sales, transfers and other dispositions of property to the extent permitted by Section 6.7;

Company and the Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of the Restricted Subsidiaries or as security for any such Indebtedness or claim;

Company and the Restricted Subsidiaries may make any Restricted Junior Payment expressly permitted by Section 6.5 (it being understood that any such Restricted Junior Payment may be made in the form of an intercompany loan or advance);

Company and the Restricted Subsidiaries may acquire Investments (including debt obligations) received in the ordinary course of business by Company or any of the Restricted Subsidiaries in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business;

Company and the Restricted Subsidiaries may acquire Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary pursuant to a transaction expressly permitted by any other paragraph of this Section; provided that such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary;

Company and the Restricted Subsidiaries may make or continue to hold Investments resulting from deposits referred to in paragraph (c) of the definition of “Permitted Encumbrances” and clause (viii) of Section 6.2(a);

Company may perform its obligations under and in accordance with the Conveyance of Undivided Mineral Interest, the Sand Purchase Documents and Natural Gas Hedging Agreements; provided that all such Natural Gas Hedging Agreements shall be entered into to manage (in the good faith business judgment of Company) risks of fluctuations in the price or availability of natural gas to which Company and the Restricted Subsidiaries are exposed in the conduct of their business and the management of their liabilities;

Loan Parties may make and hold loans and advances to their employees in an aggregate amount not to exceed the greater of (i) $2,500,000 and (ii) 0.12% of Consolidated Tangible Assets as of the most recently ended Fiscal Quarter at any time outstanding, provided that such loan or advance is not made in material violation of any law;

Company and the Restricted Subsidiaries may acquire (in one transaction or a series of related transactions) (i) the assets or the outstanding voting stock or economic interests of any Person, (ii) any division, line of business or other business unit of any Person, or (iii) Capital Stock of a Joint Venture constituting a majority of the Capital Stock of such Joint Venture (such Person or such division, line of business or other business unit of such Person or such Joint Venture 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 Loan Parties pursuant to the terms hereof, so long as (A) no Event of Default shall then exist or would exist immediately after giving effect thereto other than for Limited Condition Investments in which case no Event of Default shall exit at the time the relevant acquisition agreement is entered into, (B) to the extent required by Section 5.9 and Section 5.10, Collateral Agent, on behalf of Secured Parties, shall have received (or

Company and its Domestic Subsidiaries that are Restricted Subsidiaries may make and own Investments in Foreign Subsidiaries in an aggregate amount not to exceed in the aggregate at any time $25,000,000 plus the then-applicable Available Amount; and

in addition to Investments otherwise expressly permitted by this Section, Company and the Restricted Subsidiaries may make Investments not exceeding in the aggregate at any time $25,000,000;

Foreign Subsidiaries that are Restricted Subsidiaries may make and own Investments in other Foreign Subsidiaries that are Restricted Subsidiaries;

in addition to Investments otherwise expressly permitted by this Section, Company and the Restricted Subsidiaries may make additional Investments under Section 6.3(o), Section 6.3(p) and Section 6.3(q) in an aggregate amount not to exceed $25,000,000 at any time, so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and (ii) any such Investments in Non-Loan Parties does not exceed $10,000,000 in the aggregate at any time;

the acquisition by Parent, Company or any Restricted Subsidiary of Company of Repurchase Offer Loans; and

Parent and its Restricted Subsidiaries may make NMTC Investments; provided that the aggregate amount of NMTC Investments shall not exceed $60,000.000.

Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under any Hedge Agreements incurred in the ordinary course of business and not for speculative purposes, consistent with prudent business practice;

Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, or any acquisition or other Investment expressly permitted by Section 6.3;

Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and the Restricted Subsidiaries in an aggregate amount not to exceed at any time $5,000,000;

Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Parent or any of its Restricted Subsidiaries permitted by Section 6.1;

Parent and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto;

Company and the Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties of loans made to officers, directors or employees of any Loan Party in an aggregate amount which shall not exceed $1,250,000;

Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties by a Restricted Subsidiary of obligations of Parent or Company under leases for real or personal property, provided that such Restricted Subsidiary will utilize all or a portion of such property;

Parent and its Restricted Subsidiaries may become and remain liable with respect to Indebtedness permitted by Section 6.1(a), Section 6.1(e), Section 6.1(f), Section 6.1(j), Section 6.1(l), Section 6.1(m) and Section 6.1(o); and

Parent and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Loan Parties in respect of all such Contingent Obligations shall at no time exceed $5,000,000.

dividends or distributions by a Restricted Subsidiary (other than Company) so long as, in the case of any dividend or distribution payable on or in respect of any shares of any class of stock issued by a Restricted Subsidiary other than a wholly-owned Restricted Subsidiary, Parent, Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its equity interests in such class of stock);

Restricted Junior Payments to the extent necessary to permit Parent (or the relevant taxpaying Affiliate of Company or Parent), to discharge Tax liabilities (or estimates thereof) of Parent and its Restricted Subsidiaries, so long as Company or Parent (or the relevant taxpaying Affiliate) applies the amount of any such Restricted Junior Payment for such purpose;

Company may make Restricted Junior Payments to Parent to finance NMTC Investments permitted under Section 6.3(u);

dividend payments to Parent and other parent companies of Company to pay (i) overhead of Parent and such other parent companies of Company, (ii) salary and out of pocket costs and expenses of directors of PubCo and (iii) other fees, costs and expenses associated with PubCo being a public company; provided that in the event the Incurrence Ratio as of any such dividend payment date during any Fiscal Year, calculated on a Pro Forma Basis after giving effect to such dividend payments, would be equal to or greater than 3.50:1.00, the aggregate amount of dividend payments made pursuant to this clause (d) during any such Fiscal Year shall not exceed $20,000,000;

Company and the Restricted Subsidiaries may make payment of regularly scheduled interest and principal payments as and when due, and mandatory, optional or voluntary payments or prepayments in respect of principal thereof (including any payment to avoid the application of Internal Revenue Code Section 163(e)(5) thereto) and any other payments thereon that are permitted under the applicable subordination agreement, in respect of any Subordinated Indebtedness to the extent permitted hereunder including in connection with any Permitted Refinancings of such Subordinated Indebtedness and Company and the Restricted Subsidiaries may convert Subordinated Indebtedness to, or exchange Subordinated Indebtedness for Capital Stock in accordance with terms of such Subordinated Indebtedness;

Restricted Junior Payments expressly permitted by Section 6.8(a) and Section 6.8(b);

so long as no Potential Event of Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof, Company and the Restricted Subsidiaries may pay dividends to purchase capital stock from present or former officers or employees of Loan Parties upon the death, disability, retirement or termination of employment of such officer or employee; provided that any such repurchases do not involve any Cash payments by Loan Parties or, to the extent Cash

Company may make Restricted Junior Payments as specifically required by the Sand Purchase Documents; and

in addition to Restricted Junior Payments otherwise expressly permitted by this Section, (i) Company may make dividend payments to Parent and Parent may make dividend payments to its parent companies, and (ii) the Loan Parties may make payments in respect of Subordinated Indebtedness; provided that in any such case (A) the Incurrence Ratio as of such date, calculated on a Pro Forma Basis after giving effect to such Restricted Junior Payment, would be less than 2.50:1.00 and (B) no Potential Event of Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof;

any Restricted Subsidiary of Company may be merged with or into Company or any wholly-owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary Guarantor; provided that in the case of such a merger, Company or such wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;

Company and the Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof;

Company and the Restricted Subsidiaries may dispose of obsolete, worn out, uneconomic or surplus property no longer used or useful in the ordinary course of business of Company;

Company and the Restricted Subsidiaries may make Asset Sales; provided that (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (B) at least 75% of the consideration received shall be Cash; (C) no Potential Event of Default or Event of Default shall have occurred or be continuing immediately after giving effect thereto; (D) the Net Asset Sale Proceeds of such Asset Sales shall be applied to repay the Loans in accordance with Section 2.4(b)(iv)(B) or Section 2.4(d), provided that all such Net Asset Sale Proceeds in a Fiscal Year may be applied or reinvested in accordance with Section 2.4(b)(iii)(A); and (E) in the event such Asset Sale would result in the sole business of the Loan Parties and the Restricted Subsidiaries being an industry sector exclusively based on the extraction or transportation of fossil fuels, no such Asset Sale will be permitted unless all the Revolving Lenders have unanimously provided their prior written consent (such consent not to be unreasonably withheld or delayed).

in order to resolve disputes that occur in the ordinary course of business, Company and the Restricted Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;

Company or a Restricted Subsidiary may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the Governing Body of the Restricted Subsidiary if required by applicable law;

Company may perform its obligations under the Conveyance of Undivided Mineral Interest;

any Person may be merged with or into Company or any Restricted Subsidiary if the acquisition of the Capital Stock of such Person by Company or such Restricted Subsidiary would have been permitted pursuant to Section 6.3; provided that (i) in the case of Company, Company shall be the continuing or surviving Person, (ii) if a Restricted Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Restricted Subsidiary and complies with the provisions of Section 5.9 and (iii) no Potential Event of Default or Event of Default shall have occurred or be continuing immediately after giving effect thereto;

any Capital Stock of any Restricted Subsidiary of Company may be sold, transferred or otherwise disposed of to Company or any other wholly-owned Restricted Subsidiary of Company (provided that, in the case of any such transfer by a Loan Party, the transferee must also be a Loan Party or constitute an Investment otherwise permitted hereunder);

the cross licensing or licensing of intellectual property, in the ordinary course of business;

the leasing, occupancy or sub-leasing of Real Property Assets in the ordinary course of business that would not materially interfere with the required use of such Real Property Asset by any Loan Party;

transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Government Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement;

Liens expressly permitted by Section 6.2;

Restricted Junior Payments expressly permitted by Section 6.5;

Investments permitted by Section 6.3; or

Company and the Restricted Subsidiaries may dispose of any non-core assets for Cash acquired in connection with a Permitted Acquisition that Company determines in good faith will not be useful to the business of Company.

any transaction between Company and any of its wholly-owned Restricted Subsidiaries or between any of its wholly-owned Restricted Subsidiaries;

reasonable and customary fees paid to members of the Governing Bodies of Parent and its Restricted Subsidiaries and compensation and benefit arrangements for officers, directors and employees entered into in the ordinary course;

the performance by Company of its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest;

any acquisitions or other Investments expressly permitted by Section 6.3;

transactions in respect of Subordinated Indebtedness with the holders or lenders, as the case may be, of such Subordinated Indebtedness to the extent such transactions are otherwise permitted hereunder;

any intercompany loan from Company to Parent or any direct or indirect holding company of Company comprising a Restricted Junior Payment permitted under Section 6.5; or

any Restricted Junior Payments expressly permitted by Section 6.5.

Amendments or Waivers of Certain Agreements No Loan Party will agree to any amendment to, or waive any of its rights under, any Related Agreement (other than any agreement evidencing or governing any Subordinated Indebtedness) in a manner that could reasonably be expected to materially adversely affect the Lenders after the Effective Date without in each case obtaining the prior written consent of Administrative Agent (acting at the instruction of Requisite Lenders) to such amendment or waiver.

Amendments of Documents Relating to Subordinated Indebtedness No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, amend or otherwise change the terms of any Subordinated Indebtedness or make any payment consistent with an amendment thereof or change thereto unless such amendment or change thereto is permitted pursuant to the definition of Permitted Refinancings.

Failure by Company to pay any installment of principal of any Loan when due, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment (except as provided in Section 2.4(b)(iii)(F) with respect to an incorrect calculation of mandatory prepayment amounts) or otherwise; or

failure by Company to pay any interest on any Loan, any fee or any other amount due under this Agreement within three days after the date due; or

Failure of Parent, Company or any of their respective Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1) or Contingent Obligations in an individual principal amount of $25,000,000 or more, in each case beyond the end of any grace period provided therefor; or

breach or default by Parent, Company or any of their respective Restricted Subsidiaries with respect to any other material term of (i) one or more items of Indebtedness or Contingent Obligations in the individual or aggregate principal amounts referred to in clause (a) above or (ii) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness or Contingent Obligation(s), if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (with the giving or receiving of notice of such declaration, if required, but after the expiration of all grace periods applicable thereto); or

Failure of a Loan Party to perform or comply with any term or condition contained in (i) Section 2.5, Section 5.1(a), Section 5.1(b), Section 5.1(c) and Section 5.1(d), Section 5.2 (in respect of the existence of Parent or Company) or ARTICLE VI (other than Section 6.6 or Section 6.7(d)(E)) of this Agreement or (ii) Section 6.6 or Section 6.7(d)(E) of this Agreement; provided that an Event of Default under Section 6.6 or Section 6.7(d)(E) shall not constitute an Event of Default for purposes of any Term Loan unless and until Requisite Revolving Lenders have actually terminated the Revolving Loan Commitments and/or declared all outstanding obligations under the Revolving Loans to be immediately due and payable in accordance with this Agreement and such declaration has not been rescinded;

Failure of a Loan Party to perform or comply with any term or condition contained in Section 5.4(b), and such default shall not have been remedied or waived within 15 days after the earlier of (i) an Officer of Company or such Loan Party becoming aware of such default or (ii) receipt by Company and such Loan Party of notice from Administrative Agent or any Lender of such default; or

A court having jurisdiction in the premises shall enter a decree or order for relief in respect of Parent, Company or any of their respective Restricted Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or

an involuntary case shall be commenced against Parent, Company or any of their respective Restricted Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other Officer having similar powers over

Parent, Company or any of their respective Restricted Subsidiaries shall have an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Parent, Company or any of their respective Restricted Subsidiaries shall make any assignment for the benefit of creditors; or

Parent, Company or any of their respective Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, generally, to pay its debts as such debts become due; or the Governing Body of Parent, Company or any of their respective Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (a) above or this clause (b); or

any ERISA Event occurs or is reasonably expected to occur;