Form 8-K

8-K — XPO, Inc.

Accession: 0001104659-26-068522

Filed: 2026-06-01

Period: 2026-05-29

CIK: 0001166003

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2616097d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2616097d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2616097d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2616097d1_8k.htm · Sequence: 1

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0001166003

2026-05-29

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): May 29, 2026

XPO,

INC.

(Exact name of registrant

as specified in its charter)

Delaware

001-32172

03-0450326

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Five

American Lane, Greenwich,

Connecticut 06831

(Address of principal executive offices) (Zip Code)

(855)

976-6951

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

XPO

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405

of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Eleventh Amendment to Term Loan Credit Agreement

On May 29, 2026 (the “Closing Date”),

XPO, Inc. (the “Company”) entered into that certain Amendment No. 11 to Credit Agreement (the “Amendment”),

by and among the Company, certain of its subsidiaries, as guarantors, the lenders party thereto (the “Lenders”) and

Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent and collateral agent (the “Administrative Agent”),

amending that certain Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, restated, amended and

restated, supplemented or otherwise modified prior to the effectiveness of the Amendment, the “Existing Term Loan B Credit Agreement”

and, as amended by the Amendment, the “Amended Term Loan B Credit Agreement”), by and among the Company, its subsidiaries

from time to time party thereto, as guarantors, the lenders from time to time party thereto and the Administrative Agent. Capitalized

terms used in this section of Item 1.01 but not defined herein have the meaning ascribed to such terms in the Amendment or the Amended

Term Loan B Credit Agreement, as applicable.

Pursuant to the Amendment, the Company incurred

a new tranche of Term B-4 loans (the “2026 Term Loan B Facility”) in an initial aggregate principal amount of $385

million. The proceeds of the 2026 Term Loan B Facility, together with the proceeds from the Term Loan A Credit Facility (as defined below)

will be used to refinance all of the indebtedness under the Existing Term Loan B Credit Agreement.

The loans under the 2026 Term Loan B Facility will

mature on February 1, 2031. The 2026 Term Loan B Facility is guaranteed, subject to customary exceptions, by all of the Company’s

wholly-owned domestic restricted subsidiaries (such subsidiaries, the “Guarantors”), and are secured by a lien on substantially

all of the Company’s assets and the assets of the Guarantors, in each case, subject to customary exceptions. The liens securing

the 2026 Term Loan B Facility are pari passu with the liens securing the Term Loan A Credit Facility and the Company’s existing

revolving credit facility.

The 2026 Term Loan B Facility is subject to amortization

of principal, payable in quarterly installments on the last business day of each fiscal quarter, equal to 1% of the original principal

amount of the term loans under the 2026 Term Loan B Facility per annum, which amortization amounts are reduced by prepayments of term

loans.

The 2026 Term Loan B Facility bears interest at

a rate per annum equal to, at the Company’s option, either ABR or Term SOFR plus (i) in the case of ABR Loans, 0.50%

or, (ii) in the case of Term SOFR Loans, 1.50%, which, in each case of clauses (i) and (ii), after November 29, 2026, shall

be reduced by 0.125% upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan B Credit

Agreement) of less than or equal to 1.21 to 1.00.

The Amended Term Loan B Credit Agreement contains

customary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants

and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset

sales, in each case subject to a number of important exceptions and qualifications. Failure to comply with these covenants and restrictions

could result in an event of default under the Amended Term Loan B Credit Agreement. In such an event, all amounts outstanding under the

Amended Term Loan B Credit Agreement, together with any accrued interest, could then be declared immediately due and payable.

The foregoing description of the Amendment does

not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which

is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

Term Loan A Credit Agreement

On the Closing Date, the Company entered into a

Senior Secured Term Loan A Credit Agreement, by and among the Company, certain of its subsidiaries, as guarantors, the lenders party thereto

from time to time and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders (the “Term

Loan A Credit Agreement”).

The Term Loan A Credit Agreement provides for,

among other things, a senior secured term loan A facility in an initial aggregate amount of $500 million (the “Term Loan A Credit

Facility”), which term loans (the “Term A Loans”) will be drawn in full by the Company on the Closing Date.

The proceeds of the Term A Loans under the Term Loan A Credit Facility shall be used to repay in part the outstanding loans under the

Existing Term Loan B Credit Agreement and to pay any transaction costs related to the Amendment and the Term Loan A Credit Agreement.

Capitalized terms used in this section of Item 1.01 but not previously defined herein have the meaning ascribed to such terms in the Term

Loan A Credit Agreement.

The maturity date of the Term Loan A Credit Facility

is May 29, 2029; which maturity date may spring to the date that is 91 days prior to the maturity date of the Company’s 6.250%

Senior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830 million (the “2028

Notes”) unless (x) the aggregate principal amount of 2028 Notes outstanding on such date is less than or equal to $350

million or (y) Liquidity (as defined in the Term Loan A Credit Agreement) on such date is greater than or equal to the aggregate

principal amount of 2028 Notes outstanding on such date. The Term Loan A Credit Facility is guaranteed, subject to customary exceptions,

by all of the Guarantors, and is secured by a lien on substantially all of the Company’s assets and the assets of the Guarantors,

in each case, subject to customary exceptions. The liens securing the Term Loan A Credit Facility are pari passu with the liens

securing the 2026 Term Loan B Facility and the Company’s existing revolving credit facility. Upon the occurrence of a Fall-Away

Event (as defined below), each of the Guarantors shall be automatically released from its guarantee of the Term Loan A Credit Facility

and all liens securing the Term Loan A Credit Facility will be released.

The Term Loan A Credit Facility is subject to amortization

of principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing with the first fiscal quarter

ending after the date that is two years after the Closing Date, equal to 5% of the original principal amount of the term loans under the

Term Loan A Credit Facility per annum, which amortization amounts are reduced by prepayments of term loans.

The Term A Loans bear interest at a rate per annum

equal to, at the Company’s option, either Term SOFR or the Base Rate plus (i) in the case of ABR Loans, 0.25% or, (ii) in

the case of Term SOFR Loans, 1.25%, which, in each case of clauses (i) and (ii), on or after September 30, 2026, shall be reduced

by 0.125% upon the achievement of a Consolidated Total Net Leverage Ratio (as defined in the Term Loan A Credit Agreement) of less than

or equal to 2.00 to 1.00.

The Term Loan A Credit Agreement contains customary

representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations

on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important

exceptions and qualifications. Certain covenants under the Term Loan A Credit Agreement and the other Loan Documents will also terminate

or be amended, on the terms set forth in the Term Loan A Credit Agreement, upon, among other things, the Company’s achievement of

investment grade ratings from at least two rating agencies (a “Fall-Away Event”). In addition, the Term Loan A Credit

Agreement requires the Company to maintain, (i) (x) prior to the occurrence of a Fall-Away Event, a Consolidated Secured Net

Leverage Ratio (as defined in the Term Loan A Credit Agreement) of not greater than 3.00 to 1.00 (which may step up to 3.50 to 1.00 for

four fiscal quarters in the event of the consummation of certain material acquisitions) or (y) after the occurrence of a Fall-Away

Event, a Consolidated Total Net Leverage Ratio of 4.00 to 1.00 and (ii) an Interest Coverage Ratio of not less than 2.00 to 1.00.

Failure to comply with the applicable covenants and restrictions could result in an event of default under the Term Loan A Credit Agreement.

In such an event, amounts outstanding under the Term Loan A Credit Agreement, together with any accrued interest, could then be declared

immediately due and payable.

The foregoing description of the Term Loan A Credit

Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Term Loan

A Credit Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Document

10.1 Amendment No. 11 to Credit Agreement, dated as of May 29, 2026, by and among XPO, Inc., the subsidiaries signatory

thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral

agent.

10.2* Senior Secured Term Loan A Credit Agreement, dated as of May 29, 2026, by and among XPO, Inc., the subsidiaries signatory

thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association as administrative agent and collateral agent.

104.1

Cover Page Interactive Data File (formatted as Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item

601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit

upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XPO, INC.

Date: June 1, 2026

/s/ Kyle Wismans

Kyle Wismans

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2616097d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

AMENDMENT NO. 11 TO CREDIT AGREEMENT

AMENDMENT NO. 11 TO CREDIT

AGREEMENT (this “Agreement”), dated as of May 29, 2026, among XPO, INC. (f/k/a XPO

Logistics, Inc.), a Delaware corporation (“Borrower”), the other Subsidiaries of Borrower party hereto, each

financial institution identified on the signature pages hereto as a lender, and Morgan Stanley Senior Funding, Inc.

(“MS”), as administrative agent and collateral agent for the Lenders (in such capacities, the

“Agent”), relating to the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as

heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof,

including by that certain Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement), dated as of

August 25, 2016, that certain Refinancing Amendment (Amendment No. 2 to Credit Agreement), dated as of March 10,

2017, that certain Refinancing Amendment (Amendment No. 3 to Credit Agreement), dated as of February 23, 2018, that

certain Amendment No. 4 to Credit Agreement, dated as of March 7, 2019, that certain Amendment No. 5 to Credit

Agreement, dated as of March 18, 2019, that certain Refinancing Amendment (Amendment No. 6 to Credit Agreement), dated as

of March 3, 2021, that certain Amendment No. 7 to Credit Agreement, dated as of June 10, 2022, that certain

Refinancing Amendment (Amendment No. 8 to Credit Agreement), dated as of May 24, 2023, that certain Incremental Amendment

(Amendment No. 9 to Credit Agreement), dated as of December 13, 2023, and that certain Refinancing Amendment (Amendment

No. 10 to Credit Agreement), dated as of February 26, 2025, the “Credit Agreement” and the Credit

Agreement, as amended by this Agreement, the “Amended Credit Agreement”), among Borrower, the other Subsidiaries

of Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent.

RECITALS:

WHEREAS, pursuant to

Section 2.17 of the Credit Agreement, Borrower has made an offer to all Lenders holding Term B-2 Loans and the Term B-3 Loans

on the Amendment No. 11 Closing Date (such the “Existing Lenders”) on a pro rata basis to exchange and

convert their Term B-2 Loans and Term B-3 Loans into a new class of up to $385 million in aggregate principal amount of Extended

Term B Loans (as defined below) pursuant to the terms hereof (the “Extension Offer”) on the Amendment No. 11

Closing Date;

WHEREAS, each of the

Existing Lenders that executes and delivers an executed counterpart to this Agreement (each such Existing Lender, an

“Extending Term B Lender”) at or prior to 12:00 P.M., New York City time, on May 20, 2026 will have agreed

to accept the Extension Offer, and therefore exchange and convert its Applicable Portion (as defined below) of its Term B-2 Loans

and/or Term B-3 Loans into a new class of Extended Term B Loans upon the effectiveness of this Agreement on the Amendment

No. 11 Closing Date;

WHEREAS, pursuant to Section 2.15

of the Credit Agreement, Borrower wishes to obtain an additional 2026 Term Loans (as defined below) , and each financial institution

identified on Schedule 1 hereto as an “Incremental Term Lender” (each, an “Incremental Term Lender”, and

together with each Extending Term B Lender, the “2026 Term Lenders”) has agreed to provide Incremental Term Loans

(as defined below) in an aggregate principal amount of $113,877,088.13 on and subject to the terms set forth in this Agreement;

WHEREAS, upon the effectiveness

of this Agreement on the Amendment No. 11 Closing Date, the Incremental Term Loans and the Extended Term B Loans shall constitute

a single class of Loans, with identical terms.

WHEREAS, Borrower has appointed

each of Wells Fargo Securities, LLC (“Wells Fargo”), BofA Securities, Inc. (“BofA”), BMO Capital

Markets Corp. (“BMO”), Credit Agricole Corporate and Investment Bank (“CACIB”), Truist Securities, Inc.

(“Truist”), BNP Paribas Securities Corp (“BNP”), Citi (as defined below), Goldman Sachs Bank USA

(“GS”), Morgan Stanley Senior Funding, Inc. (“MS”), The Bank of Nova Scotia (“Scotia”)

and U.S. Bank National Association (“USB), and each of Wells Fargo, BofA, BMO, CACIB, Truist, BNP, Citi, GS, MS, Scotia and USB

has agreed, to serve, and is serving, as a joint lead arranger and a joint bookrunner (each, in such capacity, a “Lead Arranger”),

and Borrower has appointed each of ING Capital LLC (“ING”) and TD Securities (USA) LLC (“TD”),

and each of ING and TD has agreed, to serve, and is serving, as a co-manager (each, in such capacity, a “Co-Manager”),

in each case, in connection with the structuring and syndication of the 2026 Term Loans. For the purposes of this Agreement, “Citi”

shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their

affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

WHEREAS, the foregoing transactions, including the

conversion to the Extended Term B Loans and the incurrence of the Incremental Term Loans (such transactions, the “Extending

Term B Loan Transaction”) will be implemented pursuant to Section 2.15, Section 2.17 and Section 12.2 of

the Credit Agreement, as applicable.

NOW THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.         Defined

Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning

assigned to such term in the Credit Agreement.

SECTION 2.         Extending Term B Loans.

(a)            Pursuant to Section 2.17

of the Credit Agreement, with effect from and including the Amendment No. 11 Closing Date, each Person identified on the signature

pages hereof as an Extending Term B Lender has elected to become an Extending Term B Lender and to convert and exchange its Applicable

Percentage of its Term B-2 Loans and Term B-3 Loans into a new class of Loans (such new class, the “Extended Term B Loans”)

on the terms set forth in this Agreement. For the purposes hereof the “Applicable Percentage” for any Extending Term

B Lender is equal to a fraction (i) the numerator of which is the aggregate amount of Term B-2 Loans and Term B-3 Loans held by

such Extending Term B Lender for which such Extending Term B Lender has accepted the Extension Offer and (ii) the denominator of

which is the aggregate amount of all Term B-2 Loans and Term B-3 Loans held by all Extending Term B Lenders with respect to which the

Extension Offer has been accepted. For the avoidance of doubt, each Extending Term B Lender’s share of Extended Term B Loans shall

be equal to its Applicable Percentage multiplied by $271,122,911.87.

(b)          The Extended Term

B Loans will constitute a different class from each of the Term B-2 Loans and the Term B-3 Loans (with terms and conditions as if

such Extended Term B Loans were incurred as a new class of Loans pursuant to Section 2.1 of the Credit Agreement having

satisfied the conditions set forth therein for such incurrence). The Extended Term B Loans and the Incremental Term Loans (together

with the Extended Term B Loans, the “2026 Term Loans”) shall be on identical terms as contemplated hereby and

shall constitute a single class of Loans under the Amended Credit Agreement. Extended Term B Loans borrowed (or deemed borrowed)

under this Section 2 and subsequently repaid or prepaid may not be reborrowed. In addition, each Extending Term B Lender waives

its right to any compensation pursuant to Section 2.11(b) of the Credit Agreement with respect to the prepayment, exchange

or conversion of its Existing Term B Loans.

-2-

the Amendment No. 11 Closing Date, any Extending Term B Lenders’ Term B-2 Loans and Term B-3 Loans with respect to which

it has accepted the Extension Offer shall be deemed paid in full and discharged, and the aggregate principal amount of Term B-2

Loans and Term B-3 Loans held by such Extending Term B Lender shall be decreased by an equivalent amount. On the Amendment

No. 11 Closing Date, each of the Term B-2 Loans and Term B-3 Loans held by each Lender that is not an Extending Term B Lender

shall remain outstanding under the Amended Credit Agreement as Term B-2 Loans and Term B-3 Loans, in each case, with the same terms

and conditions as in effect immediately prior to the Amendment No. 11 Closing Date.

SECTION 3.         Incremental Term Loans.

(a)           Pursuant

to Section 2.15 of the Credit Agreement, with effect from and including the Amendment No. 11 Closing Date, each

Incremental Term Lender party hereto severally agrees to make, on the Amendment No. 11 Closing Date (as defined below), term

loans (collectively, the “Incremental Term Loans”) in Dollars to the Borrower in an aggregate principal amount

equal to the commitment amount set forth next to such Incremental Term Lender’s name in Schedule 1 hereto (the

“Incremental Term Commitment”) on the terms set forth in this Agreement. The Incremental Term Lenders’

several Incremental Term Commitments shall terminate on the Amendment No. 11 Closing Date (immediately after giving effect to

the borrowing of Incremental Term Loans on such date).

(b)           The Incremental Term

Loans will constitute a different class from each of the Term B-2 Loans and the Term B-3 Loans. The Extended Term B Loans and the Incremental

Term Loans shall be on identical terms as contemplated hereby and shall constitute a single class of Loans under the Amended Credit Agreement.

Incremental Term Loans borrowed under this Section 3 and subsequently repaid or prepaid may not be reborrowed. In addition, each

Incremental Term Lender that is an Existing Lender waives its right to any compensation pursuant to Section 2.11(b) of the

Credit Agreement with respect to the prepayment of its Term B-2 Loans and Term B-3 Loans on the Amendment No. 11 Closing Date.

SECTION 4.         Amendments to Loan Documents.

On the Amendment No. 11

Closing Date, in accordance with Section 2.15, Section 2.17(d) and Section 12.2 of the Credit Agreement (it being

understood and agreed that immediately after the conversion of the Extended Term B Loans from the Term B-2 Loans and Term B-3 Loans,

the incurrence of the Incremental Term Loans by Borrower and the application of the prepayments contemplated by the prepayment notices

delivered by Borrower on May 26, 2026, the 2026 Term Lenders shall constitute all of the Lenders under the Amended Credit Agreement),

the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:

stricken text) and to add the underlined text (indicated in the same manner as the

following example: underlined text) as set forth in the changed pages of the Credit Agreement

attached as Exhibit A hereto.

SECTION 5.           Terms

of the 2026 Term Loans Generally. On the Amendment No. 11 Closing Date, after giving effect to the Extending Term B Loan

Transaction, (a) each 2026 Term Lender shall become a “Lender” and a “Term B-4 Lender” for all purposes

of the Amended Credit Agreement and the other Loan Documents, and (b) each 2026 Term Loan shall constitute a “Loan”

and a “Term B-4 Loan” for all purposes of the Amended Credit Agreement and the other Loan Documents, and shall have the

terms set forth for “Term B-4 Loans” in the Amended Credit Agreement. The parties hereto hereby consent to the

incurrence of, and allocation of the proceeds of, the 2026 Term Loans and the other amendments to the Credit Agreement and the

transactions contemplated hereby on the terms set forth herein. Upon the effectiveness of this Agreement, all conditions and

requirements set forth in the Credit Agreement or the other Loan Documents relating to the incurrence of the 2026 Term Loans and the

other amendments to the Credit Agreement contemplated hereby shall be deemed satisfied and the incurrence of the 2026 Term Loans and

such other amendments shall be deemed arranged and consummated in accordance with the terms of the Credit Agreement (before and

after giving effect to this Agreement) and the other Loan Documents.

-3-

SECTION 6.         Representations

of Borrower. Borrower and each other Credit Party hereby represents and warrants to the Agent and the 2026 Term Lenders that on the

Amendment No. 11 Closing Date:

(a)           no Default or Event

of Default shall have occurred and be continuing immediately prior to or immediately after the incurrence of the 2026 Term Loans; and

(b)           the representations

and warranties set forth in Article 4 of the Credit Agreement and in each other Loan Document are true and correct in all material

respects on and as of the Amendment No. 11 Closing Date, except to the extent that such representations or warranties expressly

relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

SECTION 7.        Conditions

to the Amendment No. 11 Closing Date. This Agreement shall become effective as of the first date when each of the following

conditions shall have been satisfied (the date of satisfaction of such conditions and the consummation of the Extending Term B Loan Transactions,

the “Amendment No. 11 Closing Date”):

(a)           The Agent shall have

received from Borrower, each other Credit Party, each 2026 Term Lender, and the Agent (acting at the express direction of the Lenders

party hereto under the Credit Agreement as amended hereby) an executed counterpart hereof or other written confirmation (in form satisfactory

to the Agent) that such party has signed a counterpart hereof.

(b)           The Agent shall have

received a borrowing notice (with respect to the 2026 Term Loans) at least one Business Day prior to the Amendment No. 11 Closing

Date, legal opinions, corporate documents and officers and public officials certifications (including a solvency certificate) with respect

to Borrower and the Guarantors in each case customary for financings of the type described herein (it being understood that any such

documentation shall be deemed “customary” if in a form consistent with such documentation delivered in connection with Amendment

No. 10 on the Amendment No. 10 Closing Date (subject to adjustments to be reasonably agreed taking into account the nature

of the facilities contemplated hereby)).

Fargo, in its capacity as “lead left” arranger of the amendments contemplated by this Agreement (the

“Arranger”), and the Agent shall have received, at least three Business Days prior to the Amendment No. 11

Closing Date, all documentation and other information related to Borrower or any Guarantor required by regulatory authorities under

applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the

Patriot Act, in each case to the extent requested by the Arranger or the Agent from Borrower in writing at least 10 Business Days

prior to the Amendment No. 11 Closing Date.

(d)           All fees due to

the Arranger on the Amendment No. 11 Closing Date pursuant to that certain engagement letter (the “Engagement

Letter”) and that certain fee letter (the “Fee Letter”), dated as of May 26, 2026, between

Borrower, the Lead Arrangers and the Co-Managers thereto and pertaining to the 2026 Term Loans made hereunder, shall have been paid,

and all reasonable and documented out-of-pocket expenses to be paid or reimbursed to the Lead Arrangers and the Co-Managers on the

Amendment No. 11 Closing Date pursuant to such Engagement Letter or Fee Letter that have been invoiced at least three Business

Days prior to the Amendment No. 11 Closing Date shall have been paid.

-4-

(e)           Any (i) accrued

and unpaid interest owing by Borrower to any Lender pursuant to the Credit Agreement, including all accrued and unpaid interest with

respect to the Term B-2 Loans and the Term B-3 Loans and (ii) fees owing by Borrower pursuant to Section 2.11(b) of the

Credit Agreement in each case as a result of the consummation of the transactions contemplated by this Agreement shall have been paid

in full, in each case, to the Amendment No. 11 Closing Date.

(f)            The representations

and warranties made pursuant to Section 6 hereof shall be true and correct in all material respects on and as of the Amendment No. 11

Closing Date, except to the extent that such representations or warranties expressly relate to an earlier date, in which case they shall

be true and correct in all material respects as of such earlier date.

(g)           The Agent shall have

received a certificate, duly executed by an Officer of Borrower, certifying as to the satisfaction of the conditions referred to in Section 7(f) above.

SECTION 8.         Governing

Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.         Confirmation

of Guarantees and Security Interests. By signing this Agreement, each Credit Party hereby confirms that (a) the obligations

of the Credit Parties under the Credit Agreement as modified or supplemented hereby (including with respect to the 2026 Term Loans

contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the

security interests set forth or created in the Amended Credit Agreement, the Collateral Documents and the other Loan Documents and

(ii) constitute “Obligations” as such term is defined in the Amended Credit Agreement, subject to the

qualifications and exceptions described therein, (b) notwithstanding the effectiveness of the terms hereof, the Collateral

Documents and the other Loan Documents, are, and shall continue to be, in full force and effect and are hereby ratified and

confirmed in all respects and (c) each 2026 Term Lender shall be a “Secured Party” and a “Lender”

(including without limitation for purposes of the definition of “Requisite Lenders” contained in Section 1.1 of the

Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Credit Party ratifies

and confirms that all Liens granted, conveyed, or assigned to the Agent by such Person pursuant to any Loan Document to which it is

a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the

Secured Obligations as increased hereby, subject to Section 6.10(e) of the Credit Agreement.

SECTION 10.        Credit

Agreement Governs. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute

a waiver of or otherwise affect the rights and remedies of any Lender or the Agent under the Credit Agreement or any other Loan Document,

and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained

in the Amended Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue

in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a future consent to, or a waiver, amendment,

modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement

or any other Loan Document in similar or different circumstances.

-5-

SECTION 11.       Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the

signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this

Agreement by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a

manually executed counterpart of this Agreement. Any signature to this Agreement may be delivered by electronic mail (including pdf)

or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act

or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid

and effective for all purposes to the fullest extent permitted by applicable law.

SECTION 12.      Miscellaneous.

This Agreement shall constitute an “Extension Amendment”, an “Incremental Amendment” and a “Loan

Document” for all purposes of the Credit Agreement and the other Loan Documents. The provisions of this Agreement are deemed

incorporated into the Credit Agreement as if fully set forth therein. To the extent required by the Credit Agreement, each of

Borrower and the Agent hereby consents to each 2026 Term Lender that is not a Lender as of the date hereof becoming a Lender under

the Credit Agreement on the Amendment No. 11 Closing Date. The Agent and the 2026 Term Lenders hereby agree and confirm that

this Agreement shall constitute notice as required by Section 2.15 of the Credit Agreement in connection with the Incremental

Term Loans and Section 2.17(a) of the Credit Agreement in connection with the Extended Term B Loans and the Extending Term

B Loan Transactions. For only the purpose of Sections 11.1(a)(ii)(B) and 11.1(a)(iv)(A) of the Credit Agreement, Borrower

hereby consents to the assignments by Wells Fargo Bank, National Association, in its capacity as a Term B-4 Lender under the Credit

Agreement, on or before the date that is 45 calendar days from the Amendment No. 11 Closing Date, in a manner otherwise in

accordance with the Credit Agreement, of the Incremental Term Loans made by it on the Amendment No. 11 Closing Date solely to

the institutions and solely in the amounts previously agreed upon by Wells Fargo Bank, National Association and Borrower.

SECTION 13.      Lead

Arrangers and Co-Managers. Notwithstanding anything to the contrary herein, no Lead Arranger or Co-Manager (in each case, in its

capacity as such) shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Amendment or the Amended

Credit Agreement.

SECTION 14.      Direction

of Agent. Each of the Lenders party hereto irrevocably authorizes and directs the Agent to take such actions on its behalf, and to

exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such actions

and powers as are reasonably incidental thereto. The exculpatory provisions of the Amended Credit Agreement are hereby incorporated by

reference into this Agreement mutatis mutandis and shall apply hereto.

[Remainder of page intentionally left blank]

-6-

IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be duly executed as of the date first above written.

BORROWER:

XPO, INC.

By:

/s/ Lorraine Sperling

Name:

Lorraine Sperling

Title:

Senior Vice President, Treasurer

[Signature Page – Amendment No. 11 to

XPO Senior Secured Term Loan Credit Agreement]

The following Persons are signatories to this Agreement in their capacity

as Guarantors:

JHCI HOLDING USA, INC.

XPO CNW, INC.

XPO ENTERPRISE SERVICES, LLC

XPO LAND HOLDINGS, LLC

XPO LOGISTICS FREIGHT, INC.

XPO LTL HOLDINGS, LLC

XPO LTL PROPERTIES, LLC

XPO LTL SOLUTIONS, LLC

XPO MANUFACTURING HOLDINGS, LLC

XPO MANUFACTURING, LLC

XPO PROPERTIES, INC.

By:

/s/ Lorraine Sperling

Name:

Lorraine Sperling

Title:

Senior Vice President, Treasurer

[Signature Page – Amendment No. 11 to XPO Senior Secured

Term Loan Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Incremental Term Lender

By:

/s/ Mana Kanatsu

Name:

Mana Kanatsu

Title:

Vice President

[Signature Page – Amendment No. 11 to XPO Senior Secured

Term Loan Credit Agreement]

MORGAN STANLEY SENIOR FUNDING, INC., as Agent

By:

/s/ Jennifer DeFazio

Name:

Jennifer DeFazio

Title:

Authorized Signatory

[Signature Page – Amendment No. 11 to XPO Senior Secured

Term Loan Credit Agreement]

Extending Term B Lender Signature Pages on File with Incremental

Term Lender

EXHIBIT A

Credit Agreement

Execution Version

Conformed Credit Agreement through 101th

Amendment

SENIOR SECURED TERM LOAN CREDIT AGREEMENT

by and among

XPO, INC. (f/k/a

XPO LOGISTICS, INC.),

as Borrower,

THE OTHER SUBSIDIARIES

SIGNATORY HERETO,

as Guarantors,

THE LENDERS SIGNATORY

HERETO

FROM TIME TO TIME,

as Lenders,

MORGAN STANLEY SENIOR

FUNDING, INC.

as Agent,

GOLDMAN SACHS BANK USA,

BOFA SECURITIES, INC., CITIGROUP GLOBAL

MARKETS INC., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners

Dated as of October 30, 2015

TABLE OF CONTENTS

Page

SENIOR SECURED TERM LOAN CREDIT AGREEMENT

RECITALS

1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE MATTERS

1.1

Definitions

1.2

Rules of Construction

6869

1.3

Interpretive Matters

1.4

Spin Transactions

6970

1.5

Timing of Payment or Performance

6970

1.6

LLC Division/Series Transactions

6970

2. AMOUNT AND TERMS OF CREDIT

2.1

Term Facility

2.2

Maturity and Repayment of Loans

7172

2.3

Prepayments; Commitment Reductions

7273

2.4

Use of Proceeds

7577

2.5

Interest; Applicable Margins

7577

2.6

[Reserved]

7778

2.7

Fees

7778

2.8

Receipt of Payments

7779

2.9

Application and Allocation of Payments

7779

2.10

Evidence of Debt

7879

2.11

Indemnity.

7879

2.12

Interest Rate Determination

7981

2.13

Taxes

8182

2.14

Capital Adequacy; Increased Costs; Illegality

8384

2.15

Incremental Loans

2.16

Refinancing Facilities

8788

2.17

Extended Loans

8889

3. CONDITIONS PRECEDENT

8990

3.1

Conditions to the Closing Date

8990

4. REPRESENTATIONS AND WARRANTIES

9293

4.1

Corporate Existence; Compliance with Law

9293

4.2

Chief Executive Offices; Collateral Locations; FEIN

4.3

Corporate Power; Authorization; Enforceable Obligations; No Conflict

4.4

Financial Statements

9394

4.5

Material Adverse Effect

4.6

Ownership of Property; Liens

4.7

Labor Matters

9495

4.8

Subsidiaries and Joint Ventures

4.9

Investment Company Act

4.10

Margin Regulations

4.11

Taxes/Other

4.12

ERISA

4.13

No Litigation

4.14

[Reserved]

4.15

Intellectual Property

9697

4.16

Full Disclosure

9697

4.17

Environmental Matters

4.18

Insurance

9798

4.19

[Reserved]

9798

4.20

[Reserved]

9798

4.21

Creation and Perfection of Security Interests

9798

4.22

Solvency

4.23

Economic Sanctions and Anti-Money Laundering

4.24

Economic Sanctions, FCPA, Patriot Act; Use of Proceeds

4.25

[Reserved]

9899

4.26

Status as Senior Debt

9899

4.27

FCPA and Related

9899

5. FINANCIAL STATEMENTS AND INFORMATION

5.1

Financial Reports and Notices

6. AFFIRMATIVE COVENANTS

1001

6.1

Maintenance of Existence and Conduct of Business

1001

6.2

Payment of Charges and Taxes

101

6.3

Books and Records

102

6.4

Insurance; Damage to or Destruction of Collateral

102

6.5

Compliance with Laws

1012

6.6

PATRIOT Act

1012

6.7

Intellectual Property

102

6.8

Environmental Matters

102

6.9

Ratings

103

6.10

Further Assurances

103

6.11

ERISA Matters

103

6.12

Future Guarantors

103

6.13

Access

1034

6.14

Post-Closing Matters

104

6.15

Use of Proceeds

104

7. NEGATIVE COVENANTS

105

7.1

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

105

7.2

Limitation on Restricted Payments

111

7.3

Dividend and Other Payment Restrictions Affecting Subsidiaries

1167

7.4

Asset Sales

118

7.5

Transactions with Affiliates

119

7.6

[Reserved]

121

7.7

Liens

1211

7.8

When Borrower and Guarantors May Merge or Transfer Assets

1222

7.9

OFAC; Patriot Act

125

7.10

Change of Fiscal Year

125

7.11

ERISA

125

8. TERM

125

8.1

Termination

125

9. DEFAULTS AND REMEDIES

125

9.1

Events of Default

125

9.2

Remedies

127

9.3

Waiver by Credit Parties

127

10. APPOINTMENT OF AGENT

128

10.1

Appointment of Agents

128

10.2

Agents’ Reliance, Etc.

128

10.3

MSSF and Affiliates

129

10.4

Lender Credit Decision

129

10.5

Indemnification

130

10.6

Successor Agent

130

10.7

Setoff and Sharing of Payments

130131

10.8

Dissemination of Information

131

10.9

Actions in Concert

131

10.10

Procedures

131

10.11

Collateral Matters

1312

10.12

Additional Agents

132

10.13

Distribution of Materials to Lenders

132

10.14

Agent

1333

10.15

Intercreditor Agreements

1333

10.16

Certain ERISA Matters

134

10.17

Erroneous Payments

135

11.  ASSIGNMENT AND PARTICIPATIONS; SUCCESSORS AND ASSIGNS

136

11.1

Assignment and Participations

136

11.2

Successors and Assigns

140140

11.3

Certain Assignees

140140

12. MISCELLANEOUS

140140

12.1

Complete Agreement; Modification of Agreement

140140

12.2

Amendments and Waivers

140141

12.3

Fees and Expenses

144

12.4

No Waiver

1445

12.5

Remedies

1455

12.6

Severability

1455

12.7

Conflict of Terms

1455

12.8

Confidentiality

146

12.9

GOVERNING LAW

147

iii

12.10

Notices

1477

12.11

Section Titles

149

12.12

Counterparts

149

12.13

WAIVER OF JURY TRIAL

1499

12.14

Press Releases and Related Matters

1499

12.15

Reinstatement

1499

12.16

Advice of Counsel

149

12.17

No Strict Construction

150

12.18

Patriot Act Notice

150

12.19

Currency Equivalency Generally; Change of Currency

150150

12.20

[Reserved]

150150

12.21

Electronic Transmissions

150150

12.22

Independence of Provisions

1511

12.23

No Third Parties Benefited

1511

12.24

Relationships between Lenders and Credit Parties

1511

12.25

Intercreditor Agreements

151

12.26

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

1522

12.27

Acknowledgement Regarding Any Supported QFCs

1522

13. GUARANTY

1533

13.1

Guaranty

1533

13.2

Waivers by Guarantors

1533

13.3

Benefit of Guaranty

1544

13.4

Subordination of Subrogation, Etc.

1544

13.5

Election of Remedies

1544

13.6

Limitation

154

13.7

Contribution with Respect to Guaranty Obligations

1555

13.8

Liability Cumulative

1555

13.9

[Reserved]

155

13.10

Release of Guaranties

1566

INDEX OF APPENDICES

Annex A

Agent’s Wire Transfer Information

Annex B

Commitments as of Closing Date

Exhibit 1.1(a)

Form of Supplemental Guaranty

Exhibit 1.1(b)

[Reserved]

Exhibit 1.1(c)

Form of Compliance Certificate

Exhibit 1.1(d)

Form of Security Agreement

Exhibit 1.1(e)

Form of Pari Passu Intercreditor Agreement

Exhibit 1.1(f)

Form of Junior Intercreditor Agreement

Exhibit 1.1(g)

Form of Note

Exhibit 1.1(h)

Form of Permitted Loan Purchase Assignment and Acceptance

Exhibit 2.1(b)

Form of Notice of Borrowing

Exhibit 2.5(e)

Form of Notice of Conversion/Continuation

Exhibit 3.1

Form of Solvency Certificate

Exhibit 11.1(a)

Form of Assignment Agreement

Schedule A-1

Guarantors

Schedule 2.1

Agent’s Representatives

Schedule 4.2

Chief Executive Office, Jurisdiction of Organization; Principal Place of Business; Collateral Locations; FEIN

Schedule 4.6

Real Property and Leases

Schedule 4.7

Labor Matters

Schedule 4.8

Subsidiaries and Joint Ventures

Schedule 4.13

Litigation

Schedule 4.15

Intellectual Property

Schedule 4.17

Hazardous Materials

Schedule 6.13

Unrestricted Subsidiaries

Schedule 6.14

Post-Closing Matters

Schedule 7.1

Indebtedness on the Closing Date

SENIOR SECURED TERM LOAN CREDIT AGREEMENT

This SENIOR SECURED TERM

LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this

“Agreement”), dated as of October 30, 2015, by and among XPO, INC. (f/k/a XPO LOGISTICS, INC.), a

Delaware corporation (“Borrower”); the other Credit Parties from time to time signatory hereto; MORGAN STANLEY

SENIOR FUNDING, INC. (“MSSF”), as administrative agent and collateral agent for the Lenders (together, with

any permitted successors in such capacity, “Agent”); and the Lenders signatory hereto from time to time.

RECITALS

WHEREAS, in connection with

the Transactions, Borrower has requested that the Lenders extend credit to Borrower in the form of Loans in an aggregate principal amount

not to exceed $1,600,000,000, and the Lenders are willing to do so on the terms and conditions set forth herein.

WHEREAS, as of the Amendment

No. 8 Closing Date, the Term B-2 Loans bear interest at a rate determined by reference to the Base Rate or Term SOFR.

NOW, THEREFORE, in consideration

of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree

as follows:

1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER

INTERPRETIVE MATTERS.

1.1 Definitions. For purposes of this Agreement:

“2023 Notes”

means Borrower’s 6.125% Senior Notes due 2023 issued on August 25, 2016 in an initial aggregate principal amount of $535,000,000.

“2023 Notes Indenture”

means the Indenture dated as of August 25, 2016 among Borrower and The Bank of New York Mellon Trust Company, N.A., a national banking

association, as trustee, under which the 2023 Notes were issued.

“2023 Notes Transactions” means the “Refinancing

Transactions” (as defined in the 2023 Notes Indenture).

“2024 Notes” means Borrower’s 6.750%

Senior Notes due 2024 issued on February 22, 2019 in an initial aggregate principal amount of $1,000,000,000.

“2024 Notes Indenture” means the

Indenture dated as of February 22, 2019 among Borrower and Wells Fargo Bank, National Association, as trustee, under which the

2024 Notes were issued.

“2024 Notes Transactions” means the “Refinancing

Transactions” (as defined in the 2024 Notes Indenture).

“2025

Notes” means, collectively, Borrower’s 6.250% Senior Notes due 2025 issued on April 28, 2020 in an aggregate

principal amount of $850,000,000 and 6.250% Senior Notes due 2025 issued on May 27, 2020 in an aggregate principal amount of

$300,000,000.

“2025 Notes Indenture”

means the Indenture dated as of April 28, 2020 among Borrower and Wells Fargo Bank, National Association, as trustee, under which

the 2025 Notes were issued.

“2025 Notes Transactions” means the “Refinancing

Transactions” (as defined in the 2025 Notes Indenture).

“2028 Notes” means Borrower’s 6.250%

Senior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830,000,000.

“2028 Notes Indenture”

means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee and notes

collateral agent, under which the 2028 Notes were issued.

“2031 Notes”

means Borrower’s 7.125% Senior Notes due 2031 issued on May 24, 2023 in an initial aggregate principal amount of $450,000,000.

“2031 Notes Indenture”

means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee, under

which the 2031 Notes were issued.

“2032 Notes” means Borrower’s 7.125%

Senior Notes due 2032 issued on December 13, 2023 in an initial aggregate principal amount of $585,000,000.

“2032 Notes Indenture” means the

Indenture dated as of December 13, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee, under

which the 2032 Notes were issued.

“Acquired Indebtedness”

means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged,

consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured

by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness will be deemed to have been Incurred, with respect

to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of

the preceding sentence, on the date of consummation of such acquisition of such assets.

“Additional Lender”

means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and

that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.15 or (b) Credit Agreement

Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.16; provided that each Additional

Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject

to the approval of Agent (such approval not to be unreasonably withheld or delayed), in each case to the extent any such consent would

be required from Agent under Section 11.1(a)(iv) for an assignment of Loans to such Additional Lender.

“Additional Refinancing Amount” means,

in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness,

Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses,

defeasance costs and fees in respect thereof.

“Affected Financial Institution” means

(a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender” has the meaning ascribed

to it in Section 2.14(d).

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the

terms “controlling,” “controlled by” and “under common control with”), as used with respect to any

Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of

such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning

ascribed to it in Section 7.5(a).

“Agent” has the meaning ascribed to it

in the preamble to this Agreement.

“Agreement” has the meaning given to such

term in the preamble hereto.

“All-In Yield”

means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees

(and similar yield related discounts, deducts or payments), a Term SOFR floor or Base Rate floor greater than 1.0% per annum or 2.0%

per annum, respectively (with such increased amount being equated to interest margins for purposes of determining any increase to the

Applicable Margin), or otherwise; provided that original issue discount and upfront fees shall be equated to interest rate assuming

a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness);

and provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees or underwriting or

similar fees paid to arrangers for such Indebtedness that are not shared with the lenders providing such Indebtedness.

“Allocable Amount” has the meaning ascribed

to it in Section 13.7(b).

“Amendment No. 6”

means the Refinancing Amendment (Amendment No. 6 to Credit Agreement) dated as of March 3, 2021 among Borrower, the other Credit

Parties thereto, the Lenders party thereto and Agent.

“Amendment No. 6

Closing Date” has the meaning set forth in Amendment No. 6, and occurred on March 3, 2021.

“Amendment No. 7” means Amendment

No. 7 to Credit Agreement dated as of June 10, 2022 among Borrower, the other Credit Parties thereto, the Lenders party

thereto and Agent.

“Amendment No. 7

Closing Date” has the meaning set forth in Amendment No. 7, and occurred on June 10, 2022.

“Amendment No. 8” means

Refinancing Amendment (Amendment No. 8 to Credit Agreement) dated as of May 24, 2023 among Borrower, the other Credit

Parties thereto, the Lenders party thereto and Agent.

“Amendment No. 8

Closing Date” has the meaning set forth in Amendment No. 8, and occurred on May 24, 2023.

“Amendment No. 9” means the

Incremental Amendment (Amendment No. 9 to Credit Agreement) dated as of December 13, 2023 among Borrower, the other Credit

Parties party thereto, the Lenders party thereto and Agent.

“Amendment No. 9

Closing Date” has the meaning set forth in Amendment No. 9, and occurred on December 13, 2023.

“Amendment No. 10” means the

Refinancing Amendment (Amendment No. 10 to Credit Agreement) dated as of February 26, 2025 among Borrower, the other

Credit Parties party thereto, the Lenders party thereto and Agent.

“Amendment No. 10 Closing Date”

has the meaning set forth in Amendment No. 10, and occurred on February 26, 2025.

“Amendment

No. 11 Closing Date” has the meaning set forth in Amendment No. 11, and occurred on May 29, 2026.

“Amendment

No. 11” means the Amendment No. 11 to Credit Agreement dated as of May 29, 2026 among Borrower, the other Credit

Parties party thereto, the Lenders party thereto and Agent.

“Applicable Margin” shall mean for any

day with respect to:

(i)            [reserved];

(ii)           (x) any Term SOFR Loan that is a Term B-2 Loan, from the Amendment No. 8

Closing Date until (but not including) the Amendment

No. 10 Effective Date, 2.00% per annum and (y) any Base Rate Loan that is a Term B-2 Loan, from the Amendment No. 8 Closing

Date until (but not including) the Amendment No. 10 Effective Date, 1.00% per annum;

(iii)          (x) any Term

SOFR Loan that is a Term B-3 Loan, from the Amendment No. 9 Closing Date until (but not including) the Amendment No. 10 Effective

Date, 2.00% per annum and (y) any Base Rate Loan that is a Term B-3 Loan, from the Amendment No. 9 Closing Date until (but

not including) the Amendment No. 10 Effective Date, 1.00% per annum;

(iv)          (x) from the

Amendment No. 10 Closing Date until delivery of the Compliance Certificate pursuant to Section 5.1(a) for the fiscal

quarter ended September 30, 2025 (a) any Term SOFR Loan that is a Term B-2 Loan or a Term B-3 Loan, 1.75% and (b) any

Base Rate Loan that is a Term B-2 Loan or a Term B-3 Loan, 0.75% per annum and (y) at any time upon or after delivery of the Compliance

Certificate pursuant to Section 5.1(a) for the fiscal quarter ended September 30, 2025, for

any Term B-2 Loan or Term B-3 Loan, the following percentages per annum, based upon the Consolidated First Lien Net Leverage Ratio

as of the last day of the most recently ended Fiscal Quarter of Borrower and as set forth in the most recent Compliance Certificate received

by Agent pursuant to Section 5.1(a):

Applicable Margin

Pricing

Level

Consolidated First Lien Net

Leverage Ratio

Term SOFR Loans

Base Rate Loans

>1.21:1.00

1.75 %

0.75 %

≤1.21:1.00

1.50 %

0.50 %

(v)           (x) from

the Amendment No. 11 Closing Date until the date that is six months after the Amendment No. 11 Closing Date, (a) any Term

SOFR Loan that is a Term B-4 Loan, 1.50% and (b) any Base Rate Loan that is a Term B-4 Loan, 0.50% per annum and (y) thereafter,

for any Term B-4 Loan, based upon the Consolidated First Lien Net Leverage Ratio as of the last day of the most recently ended Fiscal

Quarter of Borrower and as set forth in the most recent Compliance Certificate received by Agent pursuant to Section 5.1(a):

Applicable Margin

Pricing

Level

Consolidated First Lien Net

Leverage Ratio

Term SOFR Loans

Base Rate Loans

>1.21:1.00

1.50%

0.50%

≤1.21:1.00

1.375%

0.375%

Any increase or decrease in

the Applicable Rate resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the third

Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(a); provided

that at the option of the Requisite Lenders, the highest pricing level (i.e., Pricing Level 1) shall apply as of the third Business Day

after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so

apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined

in accordance with this definition shall apply).

In the event that any calculation

of the Consolidated First Lien Net Leverage Ratio calculation in any previously delivered Compliance Certificate was incorrect or inaccurate

(regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have

led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin

applied for such Applicable Period, then (i) Borrower shall as soon as practicable deliver to Agent the corrected calculation for

such Applicable Period, (ii) the Applicable Margin shall be determined as if the category for such higher Applicable Margin were

applicable for such Applicable Period and (iii) Borrower shall as promptly as practicable pay to Agent (for the account of the Lenders

during the period or their respective successors and permitted assigns) the accrued additional Interest Payments owing as a result of

such increased Applicable Margin for such period. This paragraph shall not limit the rights of Agent or the Lenders with respect to Article 9

hereof, and shall survive the termination of this Agreement.

“Approved Commercial

Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

“Approved Fund” means, with respect to

any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise

investing in revolving commercial loans and similar extensions of credit in the ordinary course of its business and (b) is

advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than a natural

Person) or any Affiliate of any Person (other than a natural Person) that administers or manages such Lender.

“Asset Sale” means:

(1)           the

sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or

assets (including by way of Sale/ Leaseback Transactions) outside the ordinary course of business of Borrower or any Restricted

Subsidiary (each referred to in this definition as a “disposition”); or

(2)           the

issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third

parties to the extent required by applicable law) of any Restricted Subsidiary (other than to Borrower or another Restricted Subsidiary)

(whether in a single transaction or a series of related transactions), in each case other than:

(a)           a

disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, surplus, uneconomic, negligible or worn out property

or equipment in the ordinary course of business (including the abandonment of any intellectual property or surrender or transfer for

no consideration) or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense;

(b)           the

disposition of all or substantially all of the assets of Borrower or any Guarantor in a manner permitted pursuant to Section 7.8

or any disposition that constitutes a Change of Control;

Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.2;

(d)           any

disposition of assets of Borrower or any Restricted Subsidiary or issuance or sale of Equity Interests of Borrower or any Restricted

Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an

aggregate Fair Market Value (as determined in good faith by Borrower) of less than $55.0 million;

(e)           any

disposition of property or assets, or the sale or issuance of securities, by Borrower or a Restricted Subsidiary to Borrower or a Restricted

Subsidiary; provided that no Credit Party that is a Non-Con-way Subsidiary may dispose of any Equity Interests or any Principal

Property to a Con-way Subsidiary pursuant to this clause (e) if such disposition would cause such Equity Interests or such Principal

Property to be Excluded Property, unless Borrower agrees that such property will not constitute Excluded Property;

(f)          any

disposition of the Capital Stock of any joint venture to the extent required by the terms of customary buy-sell type arrangements entered

into in connection with the formation of such joint venture;

(g)            any

exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or

greater market value or usefulness to the business of Borrower and the Restricted Subsidiaries as a whole, as determined in good faith

by Borrower;

(h)           foreclosure

or any similar action with respect to any property or other asset of Borrower or any of its Restricted Subsidiaries;

(i)            any

disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(j)            the

lease, assignment or sublease of any real or personal property in the ordinary course of business;

(k)           any sale of inventory or other assets in the ordinary course of business;

(l)            any

grant in the ordinary course of business of any license or sublicense of patents, trademarks, know-how or any other intellectual property;

(m)          any

swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection

with any outsourcing arrangements) of comparable or greater value or usefulness to the business of Borrower and the Restricted Subsidiaries

as a whole, as determined in good faith by Borrower;

(n)           a

transfer of assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest

therein), including by a Securitization Subsidiary in a Qualified Securitization Financing;

(o)           (i) any

financing transaction with respect to property built or acquired by Borrower or any Restricted Subsidiary after the Closing Date, including

any Sale/Leaseback Transaction or asset securitization permitted by this Agreement, and (ii) any Sale/Leaseback Transaction consummated

with respect to Railcars that Borrower or any of its Restricted Subsidiaries acquires from the original lessor thereof in connection

with the termination of the related lease and with the intent of refinancing such Railcars under a new Sale/Leaseback Transaction;

(p)           dispositions in connection with Permitted Liens;

(q)           any

disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than

Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired

its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each

case comprising all or a portion of the consideration in respect of such sale or acquisition;

(r)            dispositions

of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy

or similar proceedings and exclusive of factoring or similar arrangements;

(s)           any

surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims

of any kind;

(t)            making

Chassis, containers and Railcars available, on a non-exclusive basis, to third parties in the ordinary course of business consistent

with past practices and undertaken in good faith;

(u)           [reserved];

(v)           any

transfer of accounts receivable and related assets in connection with any factoring or similar arrangements entered into by Foreign Subsidiaries

on arm’s-length terms;

(w)          dispositions

of real property (i) for the purpose of (x) resolving minor title disputes or defects, including encroachments and lot line

adjustments, or (y) granting easements, rights of way or access and egress agreements, or (ii) to any Governmental Authority

in consideration of the grant, issuance, consent or approval of or to any development agreement, change of zoning or zoning variance,

permit or authorization in connection with the conduct of any Credit Party’s business, in each case which does not materially interfere

with the business conducted on such real property;

(x)            if

and for so long as Borrower or any of its Subsidiaries holds Capital Stock that constitutes “margin stock” within the

meaning of Regulation U, dispositions of such Capital Stock to the extent that the value of such Capital Stock, together with the

value of all other margin stock held by Borrower and its Subsidiaries, exceeds 25% of the total value of their assets; and

(y)            the

Spin Distributions and any other dispositions pursuant to the Spin Transactions.

“Assignment Agreement” has the meaning

ascribed to it in Section 11.1(a)(i).

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a

term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period

pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component

thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark

pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark

that is then-removed from the definition of “Interest Period” pursuant to Section 2.12.

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In Legislation” means,

(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and

of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to

time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the

United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates

(other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means the United States

Bankruptcy Code, 11 U.S.C. §§ 101 et seq.

“Bankruptcy Law”

means the Bankruptcy Code or any similar Federal or state law for the relief of debtors.

“Base Rate”

means, for any day, a floating rate equal to the highest of (i) the rate of interest per annum from time to time published in the

“Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one

rate is published as the Prime Lending Rate, then the highest of such rates (the “Prime Rate”) (each change in the

Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that

is different from that published on the preceding domestic Business Day); provided, that in the event that The Wall Street

Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, Agent shall choose (in a manner consistent with its

choice under similar credit agreements in respect of which Agent is acting as administrative agent) a reasonably comparable index or

source to use as the basis for the Prime Lending Rate, (ii) the Federal Funds Rate plus 50 basis points per annum and (iii) Term

SOFR for an Interest Period of one-month beginning on such day plus 1.00%. In no event shall the Base Rate be less than 0.00%.

Each change in any interest rate provided for in this Agreement based upon the Base Rate shall take effect at the time of such change

in the Base Rate. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 (for the avoidance of

doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.12(d), then the Base Rate shall be the greater

of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above.

“Base Rate Loan” means a Loan or portion

thereof bearing interest by reference to the Base Rate.

“Base Rate Margin”

means the per annum interest rate margin from time to time in effect and payable with respect to Base Rate Loans, as determined in accordance

with the definition of Applicable Margin.

“Benchmark”

means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the

then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement

has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.12.

“Benchmark Replacement”

means, with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth in the order below that

can be determined by Agent for the applicable Benchmark Replacement Date:

(1)           the

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

(2)           the

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

(3)            the sum of: (a) the

alternate benchmark rate that has been selected by Agent and Borrower giving due consideration to (i) any selection or recommendation

of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving

or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated

syndicated credit facilities at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement

as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed

to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for

any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or

method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected

by Agent and Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of

a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement

of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities

“Benchmark

Replacement Conforming Changes” means, with respect to the use, administration, adoption or implementation of any

Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base

Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,”

the definition of “Interest Period,” or any similar or analogous definition (or the addition of a new concept of

“interest period”) timing and frequency of determining rates and making payments of interest, timing of borrowing

requests or prepayment, conversion or continuation notices, the addition of conversion or continuation and notices related thereto,

the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or

operational matters) that Agent decides, after consultation with Borrower, in its reasonable discretion may be appropriate to

reflect the adoption and implementation of such Benchmark Replacement or to permit the use and administration thereof by Agent in a

manner substantially consistent with market practice (or, if Agent decides in its reasonable discretion that adoption of any portion

of such market practice is not administratively feasible or if Agent determines in its reasonable discretion that no market practice

for the administration of such Benchmark Replacement exists, in such other manner of administration as Agent decides, after

consultation with Borrower, in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement

Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current

Benchmark:

(a)            in the

case of clause (1) or (2) 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

(2)           in the

case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the

published component used in the calculation thereof) has 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.

For the avoidance of doubt,

the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect

to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors

of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current

Benchmark:

(1)           a public

statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the

calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or

such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no

successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)           a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the

published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the Term SOFR Administrator, 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), in each case which states that the administrator

of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component

thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor

administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)           a public

statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component

used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt,

a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication

of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component

used in the calculation thereof).

“Benchmark Unavailability

Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement

Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and

under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced

such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of

ERISA, (b) a “plan” as defined in and subject to Section 4975 of the IRC or (c) any Person whose assets

include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the IRC) the

assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate”

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

such party.

“Bilateral Agent”

means Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent and collateral agent, and any successors

thereto.

“Bilateral Credit

Agreement” means the Senior Secured Term Loan Credit Agreement, dated as of April 3, 2020 (as amended, amended and restated,

extended, supplemented or otherwise modified from time to time), among Borrower, certain subsidiaries of Borrower from time to time party

thereto, the lenders from time to time party thereto and Credit Agricole Corporate and Investment Bank, in its capacity as administrative

agent and collateral agent for the lenders party thereto.

“Bilateral Credit Facility” means the term

loan and letter of credit facilities under the Bilateral Credit Agreement.

“Board of Directors”

means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person

(or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly

authorized committee thereof.

“Borrower” has the meaning ascribed to

it in the preamble.

“Borrower Materials” has the meaning ascribed

to it in Section 10.13(a).

“Borrower Workspace” has the meaning ascribed

to it in Section 10.13(a).

“Bridge Credit Agreement” means that certain

Credit Agreement, dated as of December

24, 2018, by and among Borrower, as Borrower, Citibank, N.A., as Agent

and the other parties thereto.

“Business Day”

means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York,

and if such day relates to any interest rate settings as to a Term SOFR Loan, any fundings, disbursements, settlements and payments in

respect of any such Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Loan, means any such

day that is a U.S. Government Securities Business Day.

“Capital Expenditures”

shall mean, for any period, the additions to property, plant and equipment, capitalized investment and development costs, and other capital

expenditures (including capitalized software) of Borrower and its consolidated Subsidiaries that are (or should be) set forth in a consolidated

statement of cash flows of Borrower for such period prepared in accordance with GAAP.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock or shares;

(2)           in

the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)

of corporate stock;

(3)           in

the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)           any

other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions

of assets of, the issuing Person.

“Capitalized Lease

Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital

lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes

thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1)            Dollars,

pounds sterling, euros, Canadian dollars, Singapore dollars, the national currency of any member state in the European Union or such

other local currencies held by Borrower or a Restricted Subsidiary from time to time in the ordinary course of business;

(2)            securities

issued or directly and fully guaranteed or insured by the U.S. government, Canada, Switzerland or any country that is a member of the

European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

(3)            certificates

of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’

acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having

capital and surplus in excess of $250.0 million and whose long-term debt is rated at least “A” or the equivalent thereof

by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4)          repurchase

obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution

meeting the qualifications specified in clause (3) above;

(5)          commercial

paper issued by a corporation (other than an Affiliate of Borrower) rated at least “A-1” or the equivalent thereof by Moody’s

or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one

year after the date of acquisition;

(6)           readily

marketable direct obligations issued by any state of the United States of America or any political subdivision thereof or any Canadian

province having at least a rating of Aa3 from Moody’s or a rating of AA- from S&P (or reasonably equivalent ratings of another

internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7)          Indebtedness

issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or reasonably

equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the

date of acquisition;

(8)          investment

funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

(9)          instruments

equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality

and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United

States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“cash management services”

means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated

clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or

operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other

cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

“Casualty Event” means any event that

gives rise to the receipt by Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of

any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets

or real property.

“CERCLA” has the meaning ascribed to it

in the definition of “Environmental Laws”.

“CFC” means a “controlled foreign

corporation” within the meaning of Section 957 of the IRC.

“Change of Control” means (a) any

“person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) other

than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

of 35%, or more, of the Capital Stock of Borrower entitled (without regard to the occurrence of any contingency) to vote for the

election of members of the Board of Directors of Borrower or (b) a majority of the members of the Board of Directors of

Borrower do not constitute Continuing Directors.

“Charges”

means all federal, state, provincial, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the

PBGC at the time due and payable), levies, assessments, charges, claims or encumbrances owed by any Credit Party and upon or relating

to (a) the Obligations hereunder, (b) the Collateral, (c) the employees, payroll, income, capital or gross receipts of

any Credit Party, (d) any Credit Party’s ownership or use of any properties or other assets, or (e) any other aspect

of any Credit Party’s business.

“Chassis”

means any intermodal chassis consisting of steel frames with rubber tires used to transport containers over highways.

“Closing Date” means October 30, 2015.

“Code”

means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided,

that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in

different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided, further,

that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority

of, or remedies with respect to, Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial

Code as enacted and in effect in another State other than the State of New York, the term “Code” means the

Uniform Commercial Code in such other State.

“Collateral”

means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Borrower or any Guarantor in or upon

which a Lien is granted by such Person in favor of Agent under any of the Collateral Documents.

“Collateral Documents” means the

Security Agreement, the Intellectual Property Security Agreements and all similar agreements entered into guarantying payment of, or

granting a Lien upon property as security for payment of, the Obligations hereunder.

“Commitments”

means, collectively, the aggregate Commitments of the Lenders, and the term “Commitment” with respect to an individual Lender

means such Lender’s commitment to make Loans to Borrower in accordance with the terms of this Agreement and, (x) with respect

to each Term B-2 Lender, the Term B-2 Commitment of such Term B-2 Lender and,

(y) with respect to each Term B-3 Lender, the Term B-3 Commitment of such Term B-3 Lender

and (z) with respect to each Term B-4 Lender, the Term B-4 Commitment, if any, of such Term B-4 Lender. The Commitments of

each Term B-2 Lender and the aggregate Commitments of all Term B-2 Lenders on the Amendment No. 10 Closing Date are set forth on

Schedule 1 to Amendment No. 10. The Commitments of each Term B-3 Lender and the aggregate Commitments of all Term B-3 Lenders on

the Amendment No. 10 Closing Date are set forth on Schedule 2 to Amendment No. 10. The

Commitments of each Term B-4 Lender with respect to Term B-4 Loans that are Incremental Term Loans (as defined in Amendment No. 11)

are set forth on Schedule 1 to Amendment No. 11.

“Commodity Exchange

Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance

Certificate” means a certificate substantially in the form of Exhibit 1.1(c) and which certificate shall

in any event be a certificate of a Financial Officer (a) certifying as to whether a Default has occurred and is continuing and,

if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (b) in the

case of Financial Statements delivered under Section 5.1(c), setting forth reasonably detailed calculations, beginning

with the financial statements for the Fiscal Year of Borrower ending December 31, 2016, of Excess Cash Flow for such fiscal

year, (c) in the case of Financial Statements delivered under Section 5.1(c), setting forth a reasonably detailed

calculation of the Net Proceeds received during the applicable period by or on behalf of, Borrower or any of its Restricted

Subsidiaries in respect of any Asset Sale subject to prepayment pursuant to Section 2.3(b)(ii)(A) and the portion

of such Net Proceeds that has been invested or are intended to be reinvested in accordance with Section 2.3(b)(ii)(B) and

(d) setting forth reasonably detailed calculations of the Consolidated First Lien Net Leverage Ratio for the most recently

ended period of four consecutive Fiscal Quarters.

“Consolidated Depreciation

and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization

expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized prior service costs

and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries

for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated First

Lien Net Leverage Calculation Date” has the meaning set forth in the definition of “Consolidated First Lien Net Leverage

Ratio”.

“Consolidated First

Lien Net Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) First Lien Secured Indebtedness

of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with

GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such

Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA

of such Person for the four full consecutive Fiscal Quarters most recently then ended.

In the event that Borrower

or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock

or Preferred Stock subsequent to the commencement of the period for which the Consolidated First Lien Net Leverage Ratio is being calculated

but prior to the event for which the calculation of the Consolidated First Lien Net Leverage Ratio is made (the “Consolidated

First Lien Net Leverage Calculation Date”), then the Consolidated First Lien Net Leverage Ratio shall be calculated giving

pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption

of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the

computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued

operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that Borrower or

any Restricted Subsidiary has made during the four-quarter reference period and on or prior to or simultaneously with the

Consolidated First Lien Net Leverage Calculation Date (each, for purposes of this definition, a “pro forma

event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions,

mergers, amalgamations, consolidations or discontinued operations (and the change of any associated fixed charge obligations and the

change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that,

notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive

agreement for the sale, transfer or other disposition in respect thereof has been entered into, Borrower shall not make such

computations on a pro forma basis for any such classification for any period until such sale, transfer or other disposition has been

consummated. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or

into Borrower or any Restricted Subsidiary since the beginning of such period shall have consummated any pro forma event that would

have required adjustment pursuant to this definition, then the Consolidated First Lien Net Leverage Ratio shall be calculated giving

pro forma effect thereto for such period as if such pro forma event had occurred at the beginning of the applicable four-quarter

period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted

Subsidiary is designated a Restricted Subsidiary, then the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro

forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

For purposes of this

definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall

be made in good faith by a responsible financial or accounting officer of Borrower. Any such pro forma calculation may

include adjustments appropriate, in the reasonable good faith determination of Borrower, to reflect operating expense reductions and

other operating improvements or synergies reasonably expected to result from the applicable event within 18 months of the date the

applicable event is consummated. For the avoidance of doubt, adjustments to the computation of the Consolidated First Lien Net

Leverage Ratio arising from any pro forma event and made in accordance with this paragraph and the paragraph immediately

above shall not be subject to the 20% cap set forth in clause (9) of the definition of “EBITDA”.

If any Indebtedness bears a

floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in

effect on the Consolidated First Lien Net Leverage Calculation Date had been the applicable rate for the entire period (taking into account

any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest

on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting

officer of Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of

making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis

shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that

may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,

or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen

as Borrower may designate.

For purposes of this definition,

any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the

most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA

for the applicable period.

Notwithstanding anything to

the contrary in this Agreement, including this definition, when calculating the Consolidated First Lien Net Leverage Ratio for purposes

of the definitions of “Applicable Margin” the events described in the second and third paragraphs of this definition that

occurred subsequent to the end of the most recently ended consecutive four Fiscal Quarter period shall not be given pro forma effect.

“Consolidated EBITDA”

means, as of any date of determination, the EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended four full

fiscal quarters for which internal financial statements are available, on a consolidated basis, calculated on a pro forma basis consistent

with the calculations made under the definition of Fixed Charge Coverage Ratio or Consolidated Secured Net Leverage Ratio, as applicable.

“Consolidated Interest

Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)          consolidated

interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing

Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant

to interest rate Hedging Obligations, amortization of deferred financing fees and original issue discount, debt issuance costs, commissions,

fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement

in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under GAAP); plus

(2)           consolidated

capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(3)           commissions,

discounts, yield and other fees and charges Incurred in connection with any Securitization Financing which are payable to Persons other

than Borrower and the Restricted Subsidiaries; minus

(4) interest income for such period.

For purposes of this definition,

interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Borrower to be the

rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net

Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted

Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1)            any

net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges

shall be excluded;

(2)            any

severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee

benefit plans, excess pension charges, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration

of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs,

facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses, commissions

or charges related to any issuance, redemption, repurchase, retirement or acquisition of Equity Interests, Investment, acquisition,

disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or

not successful), and any fees, expenses or charges related to the Spin Transactions, the Refinancing Transactions, the Norbert Transactions,

the 2023 Notes Transactions, the 2024 Notes Transactions and the 2025 Notes Transactions and the Transactions, in each case, shall be

excluded;

(3)            effects

of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including,

without limitation, the effects of adjustments to (A) Capitalized Lease Obligations or (B) any other deferrals of income) in

amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any

amounts thereof, net of taxes, shall be excluded;

(4)            the

Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(5)            any

net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets and any net after-tax

gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded;

provided that notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive

agreement for the sale, transfer or other disposition in respect thereof has been entered into, such Person shall not exclude any such

net after-tax income or loss or any such net after-tax gains or losses attributable thereto until such sale, transfer or other disposition

has been consummated;

(6)            any

net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset

dispositions other than in the ordinary course of business (as determined in good faith by management of Borrower) shall be excluded;

(7)            any

net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness,

Hedging Obligations or other derivative instruments shall be excluded;

(8)            (a) the

Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted

for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments

paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period

and (b) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted

into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from

any Person in excess of, but without duplication of, the amounts included in subclause (a);

(9)            solely

for the purpose of determining the amount available for Restricted Payments under clause (2) of the definition of

“Cumulative Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be

excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its

Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or,

directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,

rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with

respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net

Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash

(or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(10)          an

amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period

in accordance with Section 7.2(b)(xi) shall be included as though such amounts had been paid as income taxes directly

by such Person for such period;

(11)         any

impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments

arising pursuant to GAAP shall be excluded;

(12)         any

non-cash expense realized or resulting from management equity plans, stock option plans, employee benefit plans or post-employment

benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock

or other rights shall be excluded;

(13)         any (a) non-cash

compensation charges, (b) costs and expenses related to employment of terminated employees, or (c) costs or expenses realized

in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Amendment No. 8

Closing Date of officers, directors and employees, in each case of such Person or any Restricted Subsidiary, shall be excluded;

(14)         accruals

and reserves that are established or adjusted within 12 months after the Amendment No. 8 Closing Date and that are so required to

be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

(15)         non-cash

gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations

shall be excluded;

(16)         any

currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from hedging

transactions for currency exchange risk, shall be excluded;

(17)         (a) to

the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable

evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by

the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with

a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty

events or business interruption shall be excluded and (b) amounts in respect of which such Person has determined that there exists

reasonable evidence that such amounts will in fact be reimbursed by insurance in respect of lost revenues or earnings in respect of liability

or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount,

to the extent included in Net Income in a future period); and

(18)         non-cash charges for deferred tax asset valuation allowances shall be excluded.

Notwithstanding the foregoing,

for the purpose of Section 7.2 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans

or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments

or transfers increase the amount of Restricted Payments permitted under Section 7.2 pursuant to clauses (5) and (6) of

the definition of “Cumulative Credit.”

“Consolidated Non-Cash

Charges” means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and

Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period

on a consolidated basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses represent

an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall

be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization

of a prepaid cash item that was paid in a prior period.

“Consolidated Secured

Net Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person

and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the

amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its

Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA

of such Person for the four full Fiscal Quarters for which internal financial statements are available immediately preceding such date

on which such additional Indebtedness is Incurred.

In the event that Borrower

or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified

Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Net Leverage Ratio is being

calculated but prior to the event for which the calculation of the Consolidated Secured Net Leverage Ratio is made (the

“Consolidated Secured Net Leverage Calculation Date”), then the Consolidated Secured Net Leverage Ratio shall be

calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance,

repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable

four-quarter period; provided that, for purposes of clause 6(B) of the definition of “Permitted Lien”,

Borrower may elect pursuant to an Officer’s Certificate delivered to Agent to treat all or any portion of the commitment under

any Indebtedness as being Incurred at the time of delivery of such Officer’s Certificate, in which case any subsequent

Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such

subsequent time, and to the extent Borrower elects pursuant to such an Officer’s Certificate delivered to Agent to treat all

or any portion of the commitment under any Indebtedness as being Incurred at the time of delivery of such Officer’s

Certificate, solely for purposes of clause 6(B) of the definition of “Permitted Lien”, Borrower shall deem all or

such portion of such commitment as having been Incurred and to be outstanding for purposes of calculating the Consolidated Secured

Net Leverage Ratio for any period in which Borrower makes any such election and for any subsequent period until such commitments are

no longer outstanding, or until Borrower elects to withdraw such election.

For purposes of making the

computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued

operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that Borrower or any

Restricted Subsidiary has made during the four-quarter reference period or subsequent to such reference period and on or prior to or

simultaneously with the Consolidated Secured Net Leverage Calculation Date (each, for purposes of this definition, a “pro forma

event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,

consolidations or discontinued operations (and the change of any associated fixed charge obligations and the change in EBITDA resulting

therefrom) had occurred on the first day of the four-quarter reference period; provided that, notwithstanding any classification of any

Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer or other disposition

in respect thereof has been entered into, Borrower shall not make such computations on a pro forma basis for any such classification

for any period until such sale, transfer or other disposition has been consummated. If since the beginning of such period any Person

that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning

of such period shall have consummated any pro forma event that would have required adjustment pursuant to this definition, then

the Consolidated Secured Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such pro

forma event had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted

Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated

Secured Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred

at the beginning of the applicable four-quarter period.

For purposes of this definition,

whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good

faith by a responsible financial or accounting officer of Borrower. Any such pro forma calculation may include adjustments appropriate,

in the reasonable good faith determination of Borrower, to reflect operating expense reductions and other operating improvements or synergies

reasonably expected to result from the applicable event within 18 months of the date the applicable event is consummated. For the avoidance

of doubt, adjustments to the computation of the Consolidated Secured Net Leverage Ratio arising from any pro forma event and made

in accordance with this paragraph and the paragraph immediately above shall not be subject to the 20% cap set forth in clause (9) of

the definition of “EBITDA”.

If any Indebtedness bears a

floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the

rate in effect on the Consolidated Secured Net Leverage Calculation Date had been the applicable rate for the entire period (taking into

account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months).

Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial

or accounting officer of Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For

purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro

forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on

Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank

offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional

rate chosen as Borrower may designate.

For purposes of this definition,

any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the

most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA

for the applicable period. Notwithstanding anything to the contrary in this definition, for the purpose of determining the ECF Percentage,

pro forma effect shall not be given to events occurring after the period for which the Consolidated Secured Net Leverage Ratio is being

calculated.

“Consolidated Taxes”

means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation,

state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising

from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

“Consolidated Total

Indebtedness” means, as of any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate

principal amount of all outstanding Indebtedness of Borrower and the Restricted Subsidiaries (excluding any undrawn letters of credit)

consisting of bankers’ acceptances and Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified

Stock of Borrower and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified

Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined

on a consolidated basis in accordance with GAAP.

“Contingent Obligations”

means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not

constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in

any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1)            to

purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such

primary obligation; or

(b)           to

maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;

(3)           to

purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability

of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Director”

means (a) any member of the Board of Directors who was a director of Borrower on the Amendment No. 8 Closing Date and (b) any

individual who becomes a member of the Board of Directors after the Amendment No. 8 Closing Date if such individual was approved,

appointed or nominated for election to the Board of Directors by Jacobs Private Equity, LLC (or any Affiliate thereof) or a majority

of the Continuing Directors.

“Contract Consideration” has the meaning

specified in the definition of “Excess Cash Flow”.

“Contractual Obligations” means, with

respect to any Person, any security issued by such Person or any document or undertaking (other than a Loan Document) to which such

Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Con-way” means XPO CNW, Inc., a Delaware

corporation.

“Con-way Acquisition”

means the acquisition by Borrower, directly or indirectly, of all of the outstanding capital stock of Con-way in accordance with the

Con-way Acquisition Agreement.

“Con-way Acquisition

Agreement” means that certain Agreement and Plan of Merger by and among Borrower, Con-way and Canada Merger Corp., dated as

of September 9, 2015, together with all exhibits, annexes and schedules thereto, as amended or modified from time to time.

“Con-way Acquisition

Agreement Representations” means the representations made by or on behalf of Con-way and its Subsidiaries in the Con-way Acquisition

Agreement as are material to the interests of the Lenders, but only to the extent that Borrower has (or an Affiliate of it has) the right

to terminate (or not perform) its obligations under the Con-way Acquisition Agreement as a result of a breach of such representations

in the Con-way Acquisition Agreement.

“Con-way Existing Indebtedness” means Indebtedness

under Conway’s 6.70% Senior Debentures due 2034.

“Con-way Material

Adverse Effect” means any event, change, effect, development, circumstance, state of facts, condition or occurrence (each,

an “Effect”) that, when considered individually or in the aggregate with all other Effects, is or would

reasonably be expected to have a material adverse effect on (x) the ability of Con-way to timely perform its obligations under,

and consummate the transactions contemplated by, the Con-way Acquisition Agreement (for purposes of this definition, together with

the Offer and the Merger (for purposes of this definition, as each such term is defined in the Con-way Acquisition Agreement as in

effect on September 9, 2015), the “Transactions” provided that, the Transactions, for purposes of Con-way’s

representations and warranties contained in the Con-way Acquisition Agreement, shall not include the Financing (for purposes of this

definition, as defined in the Con-way Acquisition Agreement as in effect on September 9, 2015)) or (y) the business,

condition (financial or otherwise) or results of operations of Con-way and its Subsidiaries (for purposes of this definition, as

defined in the Con-way Acquisition Agreement as in effect on September 9, 2015), taken as a whole; provided that no

change or development resulting from or arising out of any of the following, alone or in combination, shall be deemed to constitute

or be taken into account in determining whether there has been a Con-way Material Adverse Effect under clause (y):

(a)            changes

or developments in economic conditions generally in the United States or other countries in which Con-way or any of its Subsidiaries

conduct operations, including (1) any changes or developments in or affecting the securities, credit or financial markets, (2) any

changes or developments in or affecting interest or exchange rates or (3) the effect of any potential or actual government shutdown,

except to the extent such changes or developments have a disproportionate effect on Con-way and its Subsidiaries, taken as a whole, relative

to others in the industry or industries in which Con-way and its Subsidiaries operate;

(b)            changes

or developments in or affecting the industry or industries in which Con-way or any of its Subsidiaries operate (including such changes

or developments resulting from general economic conditions), except to the extent that such changes or developments have a disproportionate

effect on Con-way and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which Con-way and its Subsidiaries

operate;

announcement of the Con-way Acquisition Agreement and the Transactions, including changes, developments, effects or events as a result

of the identification of Parent (for purposes of this definition, as defined in the Con-way Acquisition Agreement as in effect on September 9,

2015) or any of its Affiliates (for purposes of this definition, as defined in the Con-way Acquisition Agreement as in effect on September 9,

2015) as the acquirer of Con-way;

(d)            changes

or developments arising out of acts of terrorism or sabotage, civil disturbances or unrest, war (whether or not declared), the commencement,

continuation or escalation of a war or military action, acts of hostility, weather conditions or other acts of God (including storms,

earthquakes, floods or other natural disasters), including any material worsening of such conditions threatened or existing on the date

of the Con-way Acquisition Agreement, except to the extent that they have a disproportionate effect on Con-way and its Subsidiaries,

taken as a whole, relative to others in the industry or industries in which Con-way and its Subsidiaries operate;

(e)            changes

or developments after September 9, 2015 in applicable Laws (for purposes of this definition, as defined in the Con-way Acquisition

Agreement as in effect on September 9, 2015) or the definitive interpretations thereof, except to the extent that such changes or

developments have a disproportionate effect on Con-way and its Subsidiaries, taken as a whole, relative to others in the industry or

industries in which Con-way and its Subsidiaries operate;

(f)            changes

or developments after September 9, 2015 in generally accepted accounting principles in the United States or any foreign equivalents

thereof or the interpretations thereof, except to the extent that such changes or developments have a disproportionate effect on Con-way

and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which Con-way and its Subsidiaries operate;

(g)            any

failure by Con-way to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period; provided

that the exception in this clause shall not prevent or otherwise affect a determination that any change or development underlying such

failure has resulted in, or contributed to, a Con-way Material Adverse Effect; and

(h)            a

decline in the price or trading volume of Con-way’s common stock or any change in the ratings or ratings outlook for Con-way or

any of its Subsidiaries; provided that the exception in this clause shall not prevent or otherwise affect a determination that

any change or development underlying such decline or change has resulted in, or contributed to, a Con-way Material Adverse Effect.

“Con-way Merger”

means the merger of Canada Merger Corp., a wholly owned subsidiary of Borrower, with and into Con-way pursuant to Section 251(h) of

the Delaware General Corporation Law, with Con-way surviving such merger as a wholly owned subsidiary of Borrower in accordance with

the Con-way Acquisition Agreement.

“Con-way Specified

Representations” means the representations and warranties of Borrower (solely as and to the extent they relate to Borrower

or any Guarantor (and not as they may relate to any other Subsidiary of Borrower or any other Person)) set forth in (a) Section 4.1(a) (solely

as it relates to organization and existence); (b) clause (a), (b), (c) and (solely with respect to Indebtedness for borrowed

money in excess of $100,000,000) (e) of the first sentence of Section 4.3; (c) the second sentence of Section 4.3;

(d) Section 4.9; (e) Section 4.10; (f) the first sentence of Section 4.21; (g) the

second sentence of Section 4.21 (solely as it relates to the perfection of security interests in any Collateral the security

interest in which may be perfected by (i) the filing of a UCC financing statement or (ii) the delivery of stock certificates

of each Guarantor and each material wholly owned domestic restricted subsidiary (other than any Guarantor or subsidiary which is a subsidiary

of Con-way)); (h) Section 4.23; (i) Section 4.24; and (j) Section 4.27.

“Con-way Subsidiary” means any direct or

indirect Subsidiary of Con-way.

“Copyrights” has the meaning specified

in the Security Agreement.

“Corresponding Tenor”

with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately

the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity”

means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

382.2(b).

“Covered Party” has the meaning ascribed

to it in Section 12.27.

“Credit Parties” means Borrower and each

Guarantor.

“Cumulative Credit” means the sum of (without

duplication):

(1) $450 million, plus

(2)            50%

of the Consolidated Net Income of Borrower for the period (taken as one accounting period) from the first day of the first full Fiscal

Quarter commencing after the Closing Date to the end of Borrower’s most recently ended Fiscal Quarter for which internal financial

statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit,

minus 100% of such deficit), plus

(3)            100%

of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by Borrower) of property other than

cash, received by Borrower after the Closing Date (other than net proceeds to the extent such net proceeds have been used to incur Indebtedness,

Disqualified Stock, or Preferred Stock pursuant to Section 7.1(b)(xiii)) from the issue or sale of Equity Interests of Borrower

or any direct or indirect parent entity of Borrower (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions,

and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to Borrower

or a Restricted Subsidiary), plus

(4)            100%

of the aggregate amount of contributions to the capital of Borrower received in cash and the Fair Market Value (as determined in good

faith by Borrower) of property other than cash received by Borrower after the Closing Date (other than Excluded Contributions, Refunding

Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the extent such contributions have

been used to incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 7.1(b)(xiii)), plus

(5)            100%

of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of

any Disqualified Stock of Borrower or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or Disqualified

Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in Borrower (other than Disqualified

Stock) or any direct or indirect parent of Borrower (provided, that in the case of any such parent, such Indebtedness or Disqualified

Stock is retired or extinguished), plus

(6)            100%

of the aggregate amount received by Borrower or any Restricted Subsidiary after the Closing Date in cash and the Fair Market Value (as

determined in good faith by Borrower) of property other than cash received by Borrower or any Restricted Subsidiary from:

(A)          the

sale or other disposition (other than to Borrower or a Restricted Subsidiary) of Restricted Investments made by Borrower and the Restricted

Subsidiaries and from repurchases and redemptions of such Restricted Investments from Borrower and the Restricted Subsidiaries by any

Person (other than Borrower or any Restricted Subsidiary) and from repayments of loans or advances, and releases of guarantees, which

constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 7.2(b)(vii)),

(B)            the

sale (other than to Borrower or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

Subsidiary, plus

(7)            in

the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or

amalgamated with or into, or transfers or conveys its assets to, or is liquidated into Borrower or a Restricted Subsidiary, the Fair

Market Value (as determined in good faith by Borrower) of the Investment of Borrower or the Restricted Subsidiaries in such

Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $62.5 million, shall be determined by the

Board of Directors of Borrower) at the time of such redesignation, combination or transfer (or of the assets transferred or

conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted

Subsidiary was made pursuant to Section 7.2(b)(vii) or constituted a Permitted Investment).

“Current Assets”

shall mean, at any time, the consolidated current assets (other than cash and Cash Equivalents) of Borrower and its Restricted Subsidiaries

at such time.

“Current Liabilities”

shall mean, at any time, (a) the consolidated current liabilities of Borrower and its Restricted Subsidiaries at such time, but

excluding, without duplication, the current portion of any long-term Indebtedness and (b) revolving loans, swingline loans and letter

of credit obligations under the Revolving Credit Agreement or any other revolving credit facility.

“Custodian”

means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Daily Simple

SOFR” means, for any day, (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR

for the day (such day “i”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day

is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government

Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such

SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website and (b) the Floor. If by 5:00 pm (New

York City time) on the second U.S. Government Securities Business Day immediately following any day “i”, the SOFR in

respect of such day “i” has not been published on the SOFR Administrator’s Website and a Benchmark Replacement

Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the SOFR as

published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR

Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of

calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to

a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to any Borrower.

“Default”

means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Defaulting

Lender” shall mean any Lender that (a) has failed to fund all or any portion of its Loans on the date such Loans were

required to be funded hereunder, (b) has notified Borrower and Agent in writing that it does not intend to comply with its

funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after

written request by Agent or Borrower, to confirm in writing to Agent and Borrower that it will comply with its funding obligation

hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by Agent and Borrower), or (d) has, or has a direct or indirect parent company that has,

(i) become the subject of a proceeding under any Insolvency Law or a Bail-In Action, or (ii) had appointed for it a

receiver, interim receiver, custodian, conservator, trustee, monitor, administrator, assignee for the benefit of creditors or

similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance

Corporation or any other state, federal or foreign regulatory authority acting in such a capacity; provided that a Lender

shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct

or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such

Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of

attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any

contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more

of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding

absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by Agent in a

written notice of such determination, which shall be delivered by Agent to Borrower and each other Lender promptly following such

determination.

“Default Rate” has the meaning ascribed

to it in Section 2.5(d).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable.

“Designated Non-cash

Consideration” means the Fair Market Value (as determined in good faith by Borrower) of non-cash consideration received by

Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration, setting

forth such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated

Preferred Stock” means Preferred Stock of Borrower or any direct or indirect parent of Borrower (other than Disqualified

Stock), that is issued for cash (other than to Borrower or any of its Subsidiaries or an employee stock ownership plan or trust

established by Borrower or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an

Officer’s Certificate, on the issuance date thereof.

“disposition”

has the meaning set forth in the definition of Asset Sale (and “dispose” shall have a correlative meaning).

“Disqualified Institution”

means (i) any Person identified by name in writing to Agent and as a Disqualified Institution on or prior to the Amendment No. 10

Closing Date (as such list may be updated from time to time after the Amendment No. 10 Closing Date with Agent’s consent (such

consent not to be unreasonably withheld, conditioned or delayed)) and (ii) a competitor of Borrower or its Subsidiaries identified

by name in writing to Agent as Disqualified Institutions prior to the Amendment No. 10 Closing Date and any other Person identified

by name in writing to Agent after the Amendment No. 10 Closing Date to the extent such Person becomes a direct competitor of Borrower

or its Subsidiaries; provided, such designations shall be promptly provided by Agent to the Lenders and shall become effective

two days after delivery of each such written supplement to Agent, but which shall not apply retroactively to disqualify any Persons that

have previously acquired an assignment or participation interest in the Loans; provided, further, that a “competitor”

shall not include any bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing

in commercial revolving loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised

by any Person controlling, controlled by or under common control with such competitor, and for which no personnel involved with the investment

of such competitor thereof, as applicable, (x) makes any investment decisions or (y) has access to any information (other than

information publicly available) relating to the Credit Parties or any entity that forms a part of the Credit Parties’ business

(including their Subsidiaries).

“Disqualified Stock”

means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it

is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1)           matures or is mandatorily redeemable,

pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale),

(2)           is

convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or

(3)           is

redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),

in each case prior to 91 days after the earlier of the Latest Maturity Date or the date the Loans are no longer outstanding; provided,

however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable

or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided,

further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Borrower

or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because

it may be required to be repurchased by such Person in order to satisfy applicable statutory or regulatory obligations or as a result

of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person

that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified

Stock shall not be deemed to be Disqualified Stock.

“Dodd-Frank Act” has the meaning ascribed

to it in Section 2.14(e).

“Dollars” or “$” means

the lawful currency of the United States.

“Domestic Subsidiary” means a Restricted

Subsidiary that is not a Foreign Subsidiary.

“EBITDA”

means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such

period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1) Consolidated Taxes; plus

(2) Fixed Charges and costs of surety bonds

in connection with financing activities; plus

(3) Consolidated Depreciation and Amortization

Expense; plus

(4) Consolidated Non-Cash Charges; plus

(5)            any

expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity

Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness

permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including such fees,

expenses or charges related to (i) the Refinancing Transactions, the Norbert Transactions, the 2023 Notes Transactions, the

2024 Notes Transactions and the 2025 Notes Transactions, (ii) the Transactions, (iii) the Bilateral Credit Facility or the

Revolving Facility, (iv) any amendment or other modification

of the Senior Notes, the Bilateral Credit Facility and the Revolving Facility or other Indebtedness and (v) commissions,

discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Financing; plus

(6)            business

optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without

limitation, the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract termination

costs, future lease commitments and excess pension charges); plus

(7)            the

amount of loss or discount on sale of assets and any commissions, yield and other fees and charges, in each case in connection with a

Qualified Securitization Financing; plus

(8)            any

costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan

or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds

contributed to the capital of Borrower or any Guarantor or net cash proceeds of an issuance of Equity Interests of Borrower (other than

Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus

(9)            the

amount of net cost savings, operating improvements or synergies projected by Borrower in good faith to be realized within eighteen

months following the date of any operational changes, business realignment projects or initiatives, restructurings or

reorganizations which have been or are intended to be initiated (other than those operational changes, business realignment projects

or initiatives, restructurings or reorganizations entered into in connection with any pro forma event (as defined in “Fixed

Charge Coverage Ratio”) (calculated on a pro forma basis as though such cost savings had been realized on the first day

of such period)), net of the amount of actual benefits realized during such period from such actions; provided that such net

cost savings and operating improvements or synergies are reasonably identifiable and quantifiable; provided, further,

that the aggregate amount added to EBITDA pursuant to this clause (9) shall not exceed 20% of EBITDA for such period

(determined after giving effect to such adjustments); and less, without duplication, to the extent the same increased

Consolidated Net Income,

(10)         non-cash

items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent

the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for

which cash was received in a prior period).

“ECF Percentage” has the meaning set forth

in Section 2.3(b)(i).

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of

an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in

clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary

of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member

states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”

means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“E-Fax” means any system used to receive

or transmit faxes electronically.

“Electronic Transmission”

means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made

or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service acceptable to Agent.

“Eligible Assignee”

means (a) a Lender, (b) a commercial or investment bank, insurance company, finance company, financial institution, any fund

that invests in loans, (c) any Affiliate of a Lender, or (d) an Approved Fund of a Lender; provided that in any event,

“Eligible Assignee” shall not include (i) any natural person, (ii) any Disqualified Institution or (iii) Borrower,

any Subsidiary or any Affiliate thereof.

“Environmental

Laws” means all applicable federal, state, provincial, local and foreign laws, statutes, ordinances, codes, rules,

standards and regulations, now or hereafter in effect, including any applicable judicial or administrative order, consent decree,

order or judgment, in each case having the force or effect of law, imposing liability or standards of conduct for or relating to the

regulation and protection of human health, safety, the environment and natural resources (including ambient air, soil, vapor,

surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). Environmental

Laws include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et

seq.) (“CERCLA”); the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§

5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.); the Solid

Waste Disposal Act (42 U.S.C. §§ 6901 et seq.); the Toxic Substance Control Act (15 U.S.C. §§ 2601 et

seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Federal Water Pollution Control Act (33 U.S.C.

§§ 1251 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.); and the Safe

Drinking Water Act (42 U.S.C. §§ 300f et seq.), and any and all regulations promulgated thereunder, and all

analogous federal, state, provincial, local and foreign counterparts or equivalents and any transfer of ownership notification or

approval statutes related to the protection of human health, safety or the environment.

“Environmental Liabilities”

means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation

and feasibility study costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble

damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties,

sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person,

whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, arising under

or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a

Hazardous Material whether on, at, in, under, from or about or in the vicinity of any real or personal property.

“Environmental Permits”

means, with respect to any Person, all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental

Authority under any Environmental Laws for conducting the operations of such Person.

“Equity Interests” means Capital Stock

and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or

exchangeable for, Capital Stock).

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

“ERISA Affiliate”

means, with respect to any Credit Party, any trade or business (whether or not incorporated) that, together with such Credit Party, are

treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC.

“ERISA Event”

means, with respect to any Credit Party or any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with

respect to a Title IV Plan (other than an event for which the thirty (30) day notice period is waived); (b) the withdrawal of any

Credit Party or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial

employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Credit Party or any

ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment

of a plan amendment as a termination under Section 4041 of ERISA; (e) the termination of a Title IV Plan or Multiemployer Plan

by the PBGC pursuant to Section 4042 of ERISA; (f) the failure by any Credit Party or ERISA Affiliate to make when due required

contributions to a Multiemployer Plan or Title IV Plan unless such failure is cured within thirty (30) days; (g) the termination

of a Multiemployer Plan under Section 4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan under Section 4241

or 4245 of ERISA or a determination that a Multiemployer Plan is in “endangered” or “critical” status under the

meaning of Section 432 of the IRC or Section 304 of ERISA; (h) the loss of a Qualified Plan’s qualification or tax

exempt status; (i) the termination of a Plan described in Section 4064 of ERISA; (j) the filing pursuant to Section 412(c) of

the IRC or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Title

IV Plan; (k) a determination that any Title IV Plan is in “at risk” status (within the meaning of Section 430 of

the IRC or Section 303 of ERISA); (l) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under

Title IV of ERISA (other than non-delinquent premiums payable to the PBGC under Sections 4006 and 4007 of ERISA); (m) the imposition

of liability on any Credit Party or any ERISA Affiliate due to the cessation of operations at a facility under the circumstances described

in Section 4062(e) of ERISA; or (n) the occurrence of a non-exempt “prohibited transaction” with respect to

which any Credit Party or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of

the IRC) or a “party in interest” (within the meaning of Section 406 of ERISA) or with respect to which any Credit Party

or any such Subsidiary could otherwise be liable.

“ERISA Lien” has the meaning ascribed to

it in Section 6.11.

“Erroneous Payment” has the meaning assigned

to it in Section 10.17(a).

“Erroneous Payment Return Deficiency” has

the meaning assigned to it in Section 10.17(d).

“E-Signature” means the process of

attaching to, or logically associating with, an Electronic Transmission, an electronic symbol, encryption, digital signature or

process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to

sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system

approved by Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based site, whether such

electronic system is owned, operated or hosted by Agent, any of its Related Persons or any other Person, providing for access to

data protected by passcodes or other security system.

“EU Bail-In Legislation

Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as

in effect from time to time.

“Event of Default” has the meaning ascribed

to it in Section 9.1.

“Excess Amount” has the meaning specified

in Section 2.16.

“Excess Cash

Flow” shall mean, for any Fiscal Year of Borrower, the excess of (a) the sum, without duplication, of

(i) Consolidated EBITDA for such Fiscal Year, (ii) the decrease, if any, in Current Assets minus Current Liabilities from

the beginning to the end of such Fiscal Year and (iii) the amount relating to items that were deducted from or not added to

Consolidated Net Income in calculating EBITDA to the extent such items represented cash received by Borrower or any Restricted

Subsidiary or did not represent cash paid by Borrower or any Restricted Subsidiary, in each case during such Fiscal Year over

(b) the sum, without duplication, of:

(i)            Consolidated

Taxes payable in cash by Borrower and its Restricted Subsidiaries with respect to such Fiscal Year;

(ii) Fixed Charges for such Fiscal Year to the

extent paid in cash;

(iii)          permanent

repayments or prepayments of Indebtedness (other than prepayments of Loans under Section 2.3, voluntary

prepayments of Loans under and defined in the Term Loan A Credit Agreement and prepayment of the Revolving Credit Agreement

or other revolving credit facilities), including any premium, make-whole or penalty payments related thereto, made in cash by Borrower

and its Subsidiaries during such Fiscal Year from Internally Generated Cash Flow;

(vi)          without

duplication of amounts deducted pursuant to clause (v) in prior Fiscal Years, the amount of Capital Expenditures and any business

acquisitions that constitute Permitted Investments made during such period to the extent financed with Internally Generated Cash Flow;

(v)           without

duplication of amounts deducted from Excess Cash Flow in prior Fiscal Years, the aggregate consideration required to be paid in cash

by Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”)

entered into during such Fiscal Year relating to Capital Expenditures or any business acquisition that constitutes a Permitted

Investment to be consummated or made during the period of four consecutive Fiscal Quarters of Borrower following the end of such

Fiscal Year and intended to be financed with Internally Generated Cash Flow; provided that to the extent the aggregate amount

utilized to finance such Capital Expenditure or acquisition during such period of four consecutive Fiscal Quarters is less than the

Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period

of four consecutive Fiscal Quarters;

(vi)          cash

used to pay deferred acquisition consideration (including earn-outs), except to the extent such cash is from proceeds of Internally Generated

Cash Flow;

(vii)         cash

expenditures in respect of Hedging Obligations during such period to the extent not reflected in the computation of Consolidated EBITDA

or Consolidated Interest Expense;

(viii)        the

increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such Fiscal Year;

(ix)          the

amount relating to items that were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items

represented a cash payment (which had not reduced Excess Cash Flow on accrual thereof in a prior Fiscal Year) by Borrower and its Restricted

Subsidiaries or did not represent cash received by Borrower and its subsidiaries, in each case on a consolidated basis during such Fiscal

Year;

(x)            cash

payments by Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of Borrower and its Restricted

Subsidiaries other than Indebtedness;

(xi)           the

aggregate amount of expenditures actually made by Borrower and its Restricted Subsidiaries in cash during such period (including expenditures

for the payment of financing fees) to the extent that such expenditures are not expensed during such period; and

(xii)          cash

payments by Borrower and its Restricted Subsidiaries during such period in respect of non-cash charges included in the calculation of

Consolidated Net Income in any prior period.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means, at any

time the cash and Cash Equivalents received by Borrower after the Closing Date from:

(1) contributions to its common equity capital,

and

(2)           the

sale (other than to a Subsidiary of Borrower or to any Subsidiary management equity plan or stock option plan or any other management

or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Borrower, in

each case designated as Excluded Contributions pursuant to an Officer’s Certificate.

“Excluded Principal

Property” means (a) any Principal Property, (b) any shares of capital stock or Indebtedness (as defined in the Existing

Con-way Indenture) of any Restricted Subsidiary (as defined in the Existing Con-way Indenture) or (c) any other assets or property

owned by Con-way or any Restricted Subsidiary (as defined in the Existing Con-way Indenture) to the extent, in the case of this clause

(c), that the existence of liens on such assets or property in favor of the Lenders as security for the Obligations owing under this

Agreement would result in the breach of, or require the equal and ratable securing of, all or any portion of the Con-way Existing Indebtedness;

provided that Borrower may, in its sole discretion, elect to designate any property which is an Excluded Principal Property as

not being an Excluded Principal Property.

“Excluded Property” has the meaning assigned

to such term in the Security Agreement.

“Excluded Subsidiary”

means (a) each Domestic Subsidiary that is prohibited from guaranteeing the Obligations hereunder by any requirement of law or that

would require consent, approval, license or authorization of a Governmental Authority to guarantee the Obligations hereunder (unless

such consent, approval, license or authorization has been received), (b) each Domestic Subsidiary that is prohibited by any applicable

contractual requirement from guaranteeing the Obligations hereunder on the Amendment No. 8 Closing Date or at the time such Subsidiary

becomes a Subsidiary (to the extent not incurred in connection with becoming a Subsidiary and in each case for so long as such restriction

or any replacement or renewal thereof is in effect), (c) any Domestic Subsidiary (i) that owns no material assets (directly

or through its Subsidiaries) other than Equity Interests of one or more Foreign Subsidiaries or (ii) that is a direct or indirect

Subsidiary of a Foreign Subsidiary, (d) any Foreign Subsidiary, (e) any Securitization Subsidiary, (f) any CFC, (g) any

Unrestricted Subsidiary, (h) any non-Wholly Owned Subsidiary, (i) any Subsidiary that is a captive insurance company and (j) any

not-for profit Subsidiary.

“Excluded Swap Obligation” means, with

respect to any Credit Party, any Hedging Obligation if, and to the extent that, all or a portion of the Obligations of such Credit

Party of, or the grant by such Credit Party of a security interest to secure, such Hedging Obligation (or any Obligations thereof)

is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission

(or the application or official interpretation of any thereof). If a Hedging Obligation arises under a master agreement governing

more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for

which such Obligation or security interest is or becomes illegal.

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to a Recipient, or required to be withheld or deducted

from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch

profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its

principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any

political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal

withholding Tax imposed on amounts payable to or for the account of such Lender pursuant to any law in effect on the date such

Lender becomes a party to this Agreement (other than as an assignee pursuant to a request by Borrower under Section 2.14(d))

or designates a new lending office (unless such designation is at the request of Borrower under Section 2.14(g)),

federal withholding Taxes imposed under FATCA.

“Existing Con-way

Indenture” means that certain Indenture, dated as of March 8, 2000, between CNF Transportation, Inc., as issuer,

and Bank One Trust Company, National Association, as trustee, in the case of Con-way’s 6.70% Senior Debentures due 2034.

“Extended Loans” has the meaning specified

in Section 2.17(a).

“Extending Lender” has the meaning specified

in Section 2.17(c).

“Extension” has the meaning specified in

Section 2.17(a).

“Extension Amendment” has the meaning specified

in Section 2.17(d).

“Extension Offer” has the meaning specified

in Section 2.17(a).

“Facility” shall mean the Term B-2 Facility

and, Term B-3 Facility and

Term B-4 Facility, collectively.

“Fair Labor Standards Act” means the Fair

Labor Standards Act, 29 U.S.C. §§ 201 et seq.

“Fair Market Value”

means, with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between

a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

“FATCA”

means Sections 1471 through 1474 of the IRC as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof

and any agreement entered into pursuant to Section 1471(b)(1) of the IRC and any intergovernmental agreements implementing

the foregoing.

“FCPA” means

the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended, and the rules and regulations

thereunder.

“Federal Funds Rate”

means, for any day, a floating rate equal to (a) the weighted average of interest rates on overnight federal funds transactions

with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if

no such rate is published on the next Business Day, the weighted average of the rates on overnight Federal funds transactions among members

of the Federal Reserve System, as determined by Agent in its reasonable discretion, which determination shall be final, binding and conclusive

(absent manifest error).

“Federal Reserve Board” means the Board

of Governors of the Federal Reserve System.

“Fees” means

any and all fees and other amounts payable to Agent or any Lender pursuant to this Agreement or any of the other Loan Documents.

“Financial Officer”

means, with respect to any of Borrower or its Subsidiaries, the chief executive officer, the chief financial officer, the principal accounting

officer, the treasurer, the assistant treasurer and the controller thereof.

“Financial Statements”

means the consolidated income statements, statements of cash flows and balance sheets of Borrower delivered in accordance with Section 4.4

and Section 5.1.

“First Lien Indebtedness”

means any Consolidated Total Indebtedness secured by a Lien on the Collateral that is pari passu with, or senior to, the Liens securing

the Obligations.

“Fiscal Quarter” means any of the quarterly

accounting periods of Borrower, ending on March 31, June 30, September 30, and December 31 of each year.

“Fiscal Year” means any of the annual accounting

periods of Borrower ending on December 31 of each year.

“Fixed Charge Coverage

Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges

of such Person for such period.

In the event that Borrower

or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems

Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is

being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed

Charge Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such

Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or

Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that Borrower

may elect pursuant to an Officer’s Certificate delivered to Agent to treat all or any portion of the commitment under any

Indebtedness pertaining to a Limited Condition Acquisition as being Incurred at the time the acquisition agreement or other similar

agreement pertaining to such Limited Condition Acquisition is entered into, in which case any subsequent Incurrence of Indebtedness

under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

To the (i) extent

Borrower elects pursuant to an Officer’s Certificate delivered to Agent to treat all or any portion of the commitment under

any Indebtedness as being Incurred in connection with a Limited Condition Acquisition as described in the preceding paragraph or

(ii) Borrower or any Restricted Subsidiary elects to treat Indebtedness as having been Incurred prior to the actual Incurrence

thereof pursuant to Section 7.1(c)(iii), Borrower shall deem all or such portion of such commitment or such

Indebtedness, as applicable, as having been Incurred and to be outstanding for purposes of calculating the Fixed Charge Coverage

Ratio for any period in which Borrower makes any such election and for any subsequent period until such commitments or such

Indebtedness, as applicable, are no longer outstanding, or until Borrower elects to withdraw such election. For purposes of making

the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and

discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that

Borrower or any Restricted Subsidiary has made during the four-quarter reference period or subsequent to such reference period and

on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of this definition, a “pro

forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions,

mergers, amalgamations, consolidations, or discontinued operations (and the change of any associated fixed charge obligations and

the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that,

notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive

agreement for the sale, transfer or other disposition in respect thereof has been entered into, Borrower shall not make such

computations on a pro forma basis for any such classification for any period until such sale, transfer or other disposition has been

consummated. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or

into Borrower or any Restricted Subsidiary since the beginning of such period shall have consummated any pro forma event, that would

have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma

effect thereto for such period as if such pro forma event had occurred at the beginning of the applicable four-quarter period. If

since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary

is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for

such period as if such designation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition,

whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good

faith by a responsible financial or accounting officer of Borrower. Any such pro forma calculation may include adjustments appropriate,

in the reasonable good faith determination of Borrower, to reflect operating expense reductions and other operating improvements or synergies

reasonably expected to result from the applicable event within 18 months of the date the applicable event is consummated. For

the avoidance of doubt, adjustments to the computation of the Fixed Charge Coverage Ratio (or of Consolidated EBITDA) arising from any

pro forma event and made in accordance with this paragraph and the paragraph immediately above shall not be subject to the 20%

cap set forth in clause (9) of the definition of “EBITDA”.

If any Indebtedness bears a

floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the

rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging

Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized

Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of Borrower to be the rate

of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to

above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon

the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined

at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed

to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Borrower may designate.

For purposes of this definition,

any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the

most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA

for the applicable period.

“Fixed Charges”

means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding

amortization or write-off of deferred financing costs) of such Person for such period, and (2) all cash dividend payments (excluding

items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

“Floor”

means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,

amendment or renewal of this Agreement or otherwise) with respect to Term SOFR.

“Foreign Disposition” has the meaning specified

in Section 2.3(b)(v).

“Foreign Lender” has the meaning ascribed

thereto in Section 2.13(d).

“Foreign Pension Plan”

shall mean any benefit plan that under applicable law other than the laws of the United States or any political subdivision thereof,

is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental

Authority.

“Foreign Subsidiary”

means a Restricted Subsidiary that is not organized or established under the laws of the United States of America, any state thereof

or the District of Columbia. For the avoidance of doubt, any Subsidiary incorporated or organized under the laws of a territory of the

United States (including the Commonwealth of Puerto Rico) shall constitute a “Foreign Subsidiary” hereunder.

“GAAP” means

generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which

are in effect on the Closing Date (unless otherwise specified herein). For the purposes of this Agreement, the term “consolidated”

with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted

Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

“Governmental Authority”

any federal, state, provincial or other political subdivision thereof, and any agency, department or other entity exercising executive,

legislative, judicial, regulatory or administrative functions of or pertaining to government (including any supra-national body exercising

such powers or functions, such as the European Union or the European Central Bank).

“Guarantied Obligations”

means as to any Person, any obligation of such Person guarantying or otherwise having the economic effect of guarantying any Indebtedness,

lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”)

in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation,

(b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working

capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of

the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary

obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such

arrangement from loss (other than product warranties given in the ordinary course of business), or (e) indemnify the owner of such

primary obligation against loss in respect thereof; provided, however, that the term Guarantied Obligations shall not include

endorsements of instruments for deposit or collection in the ordinary course of business or standard contractual indemnities. The amount

of any Guarantied Obligations at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or

determinable amount of the primary obligation in respect of which such Guarantied Obligations is incurred, and (y) the maximum amount

for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantied Obligations, or, if not stated

or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

“Guarantor Payment” has the meaning ascribed

to it in Section 13.7(a).

“Guarantors”

means any Subsidiary of Borrower that guarantees the Obligations hereunder by executing this Agreement or a supplemental guarantee in

the form of Exhibit 1.1(a) attached hereto; provided that (i) upon the release or discharge of such Person from

its Guaranty in accordance with this Agreement, such Person shall cease to be a Guarantor and (ii) notwithstanding anything to the

contrary in any Loan Document, in no event shall an Excluded Subsidiary be a Guarantor.

“Guaranty”

means the guarantee of the Obligations of Borrower hereunder by the Guarantors in Article 13 hereunder or in a

supplemental guarantee in accordance with Section 6.12 of this Agreement.

“GXO SpinCo” means a domestic corporation

formed or to be formed by or on behalf of Borrower.

“GXO Spin Contribution” means the

transfer of the stock of certain Subsidiaries of Borrower holding the assets, liabilities and/or operations of all or a portion of

the logistics and warehousing businesses of Borrower and its Subsidiaries, along with the transfer and assignment of certain related

assets and liabilities of Borrower or its Subsidiaries to GXO SpinCo and its Subsidiaries.

“GXO Spin Distribution”

means the distribution, on a pro rata basis, to the equityholders of Borrower of any Equity Interests of GXO SpinCo (with cash in lieu

of any fractional shares).

“GXO Spin Separation” means each of

the GXO Spin Contribution, the GXO Spin Distribution and each of the other transactions ancillary to the foregoing, including but

not limited to any distributions or other transfers of cash and/or other property or liabilities by GXO SpinCo or its Subsidiaries

to Borrower or its Subsidiaries in connection with the GXO Spin Contribution and, as and to the extent determined by Borrower to be

necessary or desirable in connection with the foregoing, the assumption by GXO SpinCo or any of its Subsidiaries of any liabilities

of Borrower.

“GXO Spin Transactions”

means (a) the Incurrence of Indebtedness by GXO SpinCo, (b) any distributions paid by or on behalf of GXO SpinCo to Borrower

in connection with the GXO Spin Separation, (c) the consummation of each of the GXO Spin Contribution, GXO Spin Distribution and

GXO Spin Separation and the other transactions related thereto or to facilitate the GXO Spin Contribution, GXO Spin Distribution or GXO

Spin Separation, as applicable, as determined in good faith by Borrower, which determination shall be conclusive, (d) the execution

and performance of all agreements (along with schedules and exhibits thereto) entered into by or between Borrower or any of its Subsidiaries,

on the one hand, and GXO SpinCo or any of its Subsidiaries, on the other hand, relating to or in connection with the GXO Spin Contribution,

the GXO Spin Separation, the GXO Spin Distribution or any other transactions necessary to complete the GXO Spin Contribution, the GXO

Spin Separation or the GXO Spin Distribution, including but not limited to, the separation and distribution agreement, the transition

services agreement, the tax matters agreement, the employee matters agreement, the intellectual property license agreement and the transfer

documents (the items in this clause (d), collectively, the “GXO Spin Documents”) and (e) the payment of fees

and expenses related to the foregoing.

“Hazardous

Material” means any substance, material or waste that is regulated as a hazardous waste, hazardous substance, hazardous

material, pollutant, contaminant or words of similar import under any Environmental Law, including but not limited to any

“Hazardous Waste” as defined by the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. § 6901 et seq.

(1976)), any “Hazardous Substance” as defined under the Comprehensive Environmental Response, Compensation and Liability

Act (CERCLA) (42 U.S.C. § 9601 et seq. (1980)), any petroleum or any fraction thereof, asbestos, polychlorinated

biphenyls, toxic mold, mycotoxins, toxic microbial matter (naturally occurring or otherwise), infectious waste and radioactive

substances or any other substance that is regulated under Environmental Law due to its toxic, ignitable, reactive, corrosive,

caustic or dangerous properties.

“Hedge Bank”

means (a) any Person counterparty to a Swap Contract who is (or at the time such Swap Contract was entered into, was) a Lender,

an Agent or an Affiliate of any thereof, (b) any Person counterparty to a Swap Contract who was, at the time such Swap Contract

was entered into, a lender or agent or Affiliate of any thereof under and pursuant to the Existing ABL Credit Agreement (as defined in

this Agreement prior to the Amendment No. 10 Effective Date), and (c) any Person who is an Agent or a Lender (and any Affiliate

thereof) as of the Closing Date but subsequently, whether before or after entering into a Swap Agreement, ceases to be an Agent or a

Lender, as the case may be.

“Hedging Obligations” means, with respect

to any Person, the obligations of such Person under:

(1)           currency

exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange,

interest rate or commodity collar agreements; and

(2)           other

agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Impacted Lender”

means any Lender that fails to promptly provide Borrower or Agent, upon such Person’s reasonable request, reasonably satisfactory

evidence that such Lender will not become a Defaulting Lender.

“Increased Amount” has the meaning ascribed

to it in Section 7.7(d).

“Incremental Amendment” has the meaning

specified in Section 2.15(d).

“Incremental Commitment”

means a Person’s commitment to make an Incremental Loan to Borrower pursuant to an Incremental Amendment.

“Incremental Lender” has the meaning specified

in Section 2.15(c).

“Incremental Loans” has the meaning specified

in Section 2.15(a).

“Incur”

means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital

Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition

or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. “Incurred” and “Incurrence”

shall have like meanings.

“Indebtedness” means, with respect to any

Person:

(1)          the

principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced

by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication,

reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except

any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course

of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in

accordance with GAAP and (iii) liabilities accrued in the ordinary course of business), which purchase price is due more than

twelve months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of

Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing

indebtedness would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance

with GAAP;

(2)           to

the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the

obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the

ordinary course of business); and

(3)           to

the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or

not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser

of: (a) the Fair Market Value (as determined in good faith by Borrower) of such asset at such date of determination, and (b) the

amount of such Indebtedness of such other Person;

provided, however,

that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the

ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks

in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller;

(4) obligations under or in respect of a Qualified Securitization Financing (including all obligations of any Securitization Subsidiary);

(5) trade and other ordinary course payables, accrued expenses and intercompany liabilities arising in the ordinary course of business;

(6) obligations in respect of cash management services; (7) in the case of Borrower and the Restricted Subsidiaries (x) all

intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary

course of business and (y) intercompany liabilities in connection with cash management, tax and accounting operations of Borrower

and the Restricted Subsidiaries; and (8) any obligations under Hedging Obligations; provided that such agreements are entered

into for bona fide hedging purposes of Borrower or the Restricted Subsidiaries (as determined in good faith by the Board of Directors

or senior management of Borrower, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign exchange

contract, currency swap agreement, futures contract, option contract or other similar agreement, such agreements are related to business

transactions of Borrower or the Restricted Subsidiaries entered into in the ordinary course of business and, in the case of any interest

rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate

cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement, such agreements

substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of Borrower or the

Restricted Subsidiaries Incurred without violation of this Agreement.

Notwithstanding anything in

this Agreement to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of

Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase

or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created

by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Agreement but for the application

of this sentence shall not be deemed an Incurrence of Indebtedness under this Agreement.

“Indemnified Person” has the meaning ascribed

to in Section 2.11.

“Indemnified Tax”

means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of

a Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Financial

Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing,

that is, in the good faith determination of Borrower, qualified to perform the task for which it has been engaged.

“Information” has the meaning ascribed

to it in Section 12.8.

“Insolvency Law”

means the Bankruptcy Code, as now and hereafter in effect, any successors to such statute and any other applicable insolvency or other

similar law of any jurisdiction including, without limitation, any law of any jurisdiction permitting a debtor to obtain a stay or a

compromise of the claims of its creditors against it.

“Intellectual Property” means any and all

Patents, Copyrights and Trademarks.

“Intellectual Property Security

Agreements” means, collectively, any and all Copyright Security Agreements, Patent Security Agreements and Trademark

Security Agreements, made in favor of Agent, on behalf of itself and Lenders, by each Credit Party signatory thereto, as amended

from time to time.

“Interchange System” means that

certain rail interchange system governed by the Code of Car Service Rules/Code of Car Hire Rules contained in AAR Circular

OT-10 as promulgated in the Official Railway Equipment Register, as in effect from time to time, or any successor thereto.

“Intercreditor Agreement” has the meaning

specified in Section 10.15.

“Interest Payment

Date” means (a) as to any Base Rate Loan, the last Business Day of each Fiscal Quarter to occur while such Loan is outstanding

and the Maturity Date and (b) as to any Term SOFR Loan, the last day of the applicable Interest Period and the Maturity Date; provided,

that in the case of any Interest Period greater than three months in duration, interest shall be payable at three-month intervals and

on the last day of such Interest Period.

“Interest

Period” means, as to each Term SOFR Loan, the period commencing on the Business Day such Loan is disbursed, converted to

or continued, as selected by Borrower pursuant to this Agreement, as a Term SOFR Loan and ending on but excluding the date one,

three or six months thereafter (or to the extent available to all Lenders, 12 months or such shorter period) as selected by

Borrower’s irrevocable notice to Agent as set forth in Section 2.5(e); provided, that the foregoing is

subject to the following:

(i)            if

an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business

Day; provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall

end on the immediately preceding Business Day;

(ii)           any

Interest Period that would otherwise extend beyond the Maturity Date shall end on such date; and

(iii)          any

Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically

corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

Borrower shall select Interest Periods so that, in the aggregate, there shall be no more than ten (10) separate Term SOFR Loans

in existence at any one time.

“Internally Generated Cash Flow” means

any cash of Borrower and its Restricted Subsidiaries that is not generated from a sale or disposition of assets outside the ordinary

course of business, a casualty or condemnation event, an incurrence of Indebtedness or an issuance of Equity Interests.

“Investment Grade Securities” means:

(1)            securities

issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents),

(2)            securities

that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any

debt securities or loans or advances between and among Borrower and its Subsidiaries,

(3)            investments

in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold material

amounts of cash pending investment and/or distribution, and

(4)            corresponding

instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities

not exceeding two years from the date of acquisition.

“Investments”

means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including

guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission,

travel and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities

received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary

in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business), purchases

or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments

that are required by GAAP to be classified on the balance sheet of such Person in the same manner as the other investments included in

this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted

Subsidiary” and Section 7.2:

(1)            “Investments”

shall include the portion (proportionate to Borrower’s Equity

Interest in such Subsidiary) of

the Fair Market Value (as determined in good faith by Borrower) of the net assets of such Subsidiary at the time that such

Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary

as a Restricted Subsidiary, Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted

Subsidiary equal to an amount (if positive) equal to:

(a) its “Investment” in such Subsidiary

at the time of such redesignation less

(b)           the

portion (proportionate to its Equity Interest in such Subsidiary) of the Fair Market Value (as determined in good faith by Borrower)

of the net assets of such Subsidiary at the time of such redesignation; and

(2)           any property

transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by Borrower)

at the time of such transfer, in each case as determined in good faith by the Board of Directors of Borrower.

“IRC” means the Internal Revenue Code of

1986, as amended.

“IRS” means the Internal Revenue Service.

“ISDA CDS Definitions” has the meaning

specified in Section 10.1.

“ISDA Definitions” means the 2006 ISDA

Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or

supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by

the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Joint Venture”

means any Person a portion (but not all) of the Capital Stock of which is owned directly or indirectly by Borrower or a Subsidiary thereof

but which is not a Wholly Owned Subsidiary and which is engaged in a business that is similar to or complementary with the business of

Borrower and its Subsidiaries as permitted under this Agreement.

“Junior Intercreditor

Agreement” means the intercreditor agreement to be entered into among Agent, the Bilateral Agent (if the Bilateral Credit Agreement

is still effective), the Revolving Agent (if the Revolving Credit Agreement is still effective), the Senior Representative of any Indebtedness

that is to be secured by a Lien on the Collateral that is not prohibited by this Agreement and is junior to the Lien of the Secured Parties,

and the Credit Parties, substantially in the form of Exhibit 1.1(f) hereto, as the same may be amended, restated, supplemented

or otherwise modified from time to time, or any other intercreditor agreement among the foregoing on terms that are reasonably acceptable

to Agent and Borrower.

“Latest Maturity Date”

means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time,

including the latest maturity or expiration date of any Incremental Loan, any Refinancing Loan or any Extended Loan, in each case as

extended in accordance with this Agreement from time to time.

“Lead Arrangers” means Morgan Stanley Senior

Funding, Inc., J.P. Morgan Securities LLC, Barclays Bank PLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Credit

Agricole Securities (USA) Inc., each in its capacities as a Joint Lead Arranger and Joint Bookrunner.

“Lender”

means each financial institution or other entity that (a) is listed on the signature pages hereof as a “Lender”

or, pursuant to an Incremental Amendment or Refinancing Amendment, becomes an Additional Lender, or (b) from time to time becomes

a party hereto by execution of an Assignment Agreement. For the avoidance of doubt, (i) the Refinancing Term Lenders, as defined

in each of Amendment No. 6, Amendment No. 8 and Amendment No. 10 and,

(ii) the Incremental Term Lenders, as defined in Amendment No. 9, and

(iii) the Extending Term B Lenders, as defined in Amendment No. 11, shall constitute “Lenders” for all purposes

hereunder.

“Lien” means,

with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such

asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention

agreement or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to

constitute a Lien.

“Limited Condition

Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by one or more of Borrower and

its Restricted Subsidiaries of any Person or any business or line of business or division of any Person, permitted by this Agreement

and which is designated as a Limited Condition Acquisition by Borrower or such Restricted Subsidiary in writing to Agent on or prior

to the date the definitive agreements for such acquisition are entered into.

“Litigation” has the meaning ascribed to

it in Section 4.13.

“Loan Documents”

means this Agreement, the Guaranties, the Intercreditor Agreements, the Collateral Documents and all other agreements, instruments, and

documents executed and delivered to, or in favor of, Agent, or any Lenders pertaining to any Obligation hereunder and including all other

powers of attorney, consents and assignments. Any reference in this Agreement or any other Loan Document to a Loan Document shall include

all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall

refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loans” means the Term B-2 Loans

and, the Term B-3 Loans and

the Term B-4 Loans, collectively.

“Material Adverse

Effect” means, a material adverse effect on (x) the business, financial condition, operations or properties of Borrower

and its Subsidiaries, taken as a whole, after giving effect to the Transactions, (y) the ability of Borrower or the other Credit

Parties to perform their payment obligations under the Loan Documents when due, and (z) the validity or enforceability of any of

the Loan Documents or the rights and remedies of Agent and the Lenders under any of the Loan Documents.

“Maturity Date”

means (x) with respect to the Term B-2 Loans, May 24, 2028 and (y) with respect to the Term B-3 Loans and

Term B-4 Loans, February 1, 2031, provided that, in each case, if such date is not a Business Day, then the Maturity Date

shall be the next succeeding Business Day.

“Maximum Lawful Rate” has the meaning ascribed

to it in Section 2.5(f).

“MNPI” means

information that is (a) not publicly available with respect to Borrower (or any Subsidiary of Borrower, as the case may be) and

(b) material with respect to Borrower (or its Subsidiaries) or their securities for purpose of United States federal and state securities

laws.

“Moody’s” means Moody’s Ratings

and any successor to its rating agency business.

“MSSF” has the meaning ascribed to it in

the preamble.

“Multiemployer Plan”

means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, and to which any Credit Party or ERISA

Affiliate is making, is obligated to make, or has made or been obligated to make, contributions on behalf of participants who are or

were employed by any of them.

“NAT SpinCo” means a domestic Person formed

or to be formed by or on behalf of Borrower in connection with the NAT Spin Transactions.

“NAT Spin Contribution”

means the transfer of the stock or other Equity Interests of certain Subsidiaries of Borrower holding the assets, liabilities and/or

operations of all or a portion of the North American brokered transportation services business and last mile logistics, managed transportation

and global forwarding businesses of Borrower and its Subsidiaries, along with the transfer and assignment of certain related assets and

liabilities of Borrower or its Subsidiaries to NAT SpinCo and its Subsidiaries.

“NAT Spin Distribution”

means the distribution, in one or more transactions, to the equityholders of Borrower of at least 80.1% of the Equity Interests of NAT

SpinCo (with cash in lieu of any fractional shares, if applicable).

“NAT Spin Separation” means each of the

NAT Spin Contribution, the NAT Spin

Distribution and each of the other transactions

ancillary to or as otherwise part of a plan with the foregoing, including but not limited to any distributions or other transfers of

cash and/or other property or liabilities by NAT SpinCo or its Subsidiaries to Borrower or its Subsidiaries in connection with the NAT

Spin Contribution and, as and to the extent determined by Borrower to be necessary or desirable in connection with the foregoing, the

assumption by NAT SpinCo or any of its Subsidiaries of any liabilities of Borrower.

“NAT Spin Transactions”

means (a) the Incurrence of Indebtedness by NAT SpinCo or a subsidiary of NAT SpinCo, (b) any distributions paid by or on behalf

of, or issuances of stock or securities by, NAT SpinCo to Borrower in connection with the NAT Spin Separation, (c) the consummation

of each of the NAT Spin Contribution, NAT Spin Distribution and NAT Spin Separation and the other transactions related thereto or to

facilitate the NAT Spin Contribution, NAT Spin Distribution or NAT Spin Separation, as applicable, as determined in good faith by Borrower,

which determination shall be conclusive, (d) the execution and performance of all agreements (along with schedules and exhibits

thereto) entered into by or between Borrower or any of its Subsidiaries, on the one hand, and NAT SpinCo or any of its Subsidiaries,

on the other hand, relating to or in connection with the NAT Spin Contribution, the NAT Spin Separation, the NAT Spin Distribution or

any other transactions necessary to complete the NAT Spin Contribution, the NAT Spin Separation or the NAT Spin Distribution, including

but not limited to, the separation and distribution agreement, the transition services agreement, the tax matters agreement, the employee

matters agreement, the intellectual property license agreement and the transfer documents (the items in this clause (d), collectively,

the “NAT Spin Documents”) and (e) the payment of fees and expenses related to the foregoing.

“Net Income”

means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with

GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means:

(a)           with

respect to any Prepayment Disposition, the aggregate cash proceeds received by Borrower or any Restricted Subsidiary in respect of

such Prepayment Disposition (including, without limitation, any cash received in respect of or upon the sale or other disposition of

any Designated Non-cash Consideration received in such Prepayment Disposition and any cash payments received by way of deferred

payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the

assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other

non-cash form), net of the direct costs relating to such Prepayment Disposition and the sale or disposition of such Designated

Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales

commissions), and any relocation expenses incurred as a result thereof, taxes paid or reasonably estimated by Borrower to be payable

as a result thereof (including Tax Distributions and after taking into account any available tax credits or deductions and any tax

sharing arrangements related solely to such disposition), amounts required to be applied to the repayment of principal, premium (if

any) and interest on Indebtedness required (other than the Loans and other Indebtedness secured on a pari passu or junior lien basis

with the Liens on the Collateral securing the Obligations under this Agreement) to be paid as a result of such transaction, and any

deduction of appropriate amounts to be provided by Borrower and the Restricted Subsidiaries as a reserve in accordance with GAAP

against any liabilities associated with the asset disposed of in such transaction and retained by Borrower and the Restricted

Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit

liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such

transaction; provided, that no net cash proceeds calculated in accordance with the foregoing shall constitute Net Proceeds in

any Fiscal Year until the aggregate amount of all such net cash proceeds otherwise constituting Net Proceeds pursuant to the

foregoing clause (a) in such Fiscal Year shall exceed $200,000,000 (and thereafter only net cash proceeds in excess of such

amount shall constitute Net Proceeds); and

(b)           with respect

to the incurrence of Indebtedness, the aggregate cash proceeds received by Borrower or any Restricted Subsidiary in respect of the incurrence

of such Indebtedness, net of the direct costs of such incurrence (including, without limitation, legal, accounting and investment banking

fees, and brokerage and sales commissions).

To the extent Net Proceeds

of any Prepayment Disposition are received by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, Net Proceeds

of such Prepayment Disposition shall be deemed to be an amount equal to the gross Net Proceeds of such Prepayment Disposition, multiplied

by a fraction equal to Borrower’s percentage of ownership of the economic interests in the Equity Interests of the Restricted Subsidiary.

“Net Short Lender” has the meaning specified

in Section 12.2.

“Non-Consenting Lender” has the meaning

ascribed to it in Section 12.2(d).

“Non-Con-way Subsidiary”

means any Subsidiary of Borrower that is not a Con-way Subsidiary.

“Norbert” means XPO Logistics Europe SA

(formerly known as Norbert Dentressangle S.A.), a French public limited company (société anonyme).

“Norbert Bridge Credit Agreement”

means that certain Senior Unsecured Bridge Term Loan Credit Agreement, dated as of April 28, 2015, by and among Borrower,

certain subsidiaries of Borrower, MSSF, as administrative agent, and the other parties thereto, including all exhibits, annexes and

schedules thereto.

“Norbert Refinancing

Indebtedness” means Indebtedness incurred at Norbert or any of its Subsidiaries and incurred to refund, refinance, replace,

renew, extend or defease any Indebtedness of Norbert or any of its Subsidiaries, and any Indebtedness incurred at Norbert or any of its

Subsidiaries issued to so refund, refinance, replace, renew, extend or defease such Indebtedness, in an amount not to exceed the principal

amount of such Indebtedness plus additional Indebtedness incurred to pay make-wholes, premiums, accrued interest, defeasance costs and

fees and related costs and expenses in connection therewith.

“Norbert Transactions”

means (a) the consummation of the acquisition of Norbert and transactions contemplated thereby and in connection therewith, (b) the

execution, delivery and performance of the Norbert Bridge Credit Agreement, (c) Borrower’s or any of its Subsidiaries’

incurrence, replacement, redemption, repayment, defeasance, discharge or refinancing of indebtedness or liens in connection with the

acquisition of Norbert, including the incurrence of any Norbert Refinancing Indebtedness, (d) the amendment of the Existing ABL

Credit Agreement (as defined in this Agreement prior to the Amendment No. 10 Effective Date) pursuant to Amendment No. 2 thereto

and (e) the payment of fees and expenses in connection with the foregoing.

“Note” means

a promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender hereunder, substantially in the form of

Exhibit 1.1(g).

“Notice of Borrowing” has the meaning ascribed

to it in Section 2.1(b).

“Notice of Conversion/Continuation” has

the meaning ascribed to it in Section 2.5(e).

“NYFRB” means the Federal Reserve Bank

of New York.

“Obligations”

means all loans, advances, debts, liabilities and obligations for the performance of covenants or for payment of monetary amounts (whether

or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by any Credit Party to

any Secured Party under any Loan Document, and all covenants and duties regarding such amounts, of any kind or nature, present or future,

whether or not evidenced by any note, agreement or other instrument, arising under this Agreement, any of the other Loan Documents, or

any Secured Hedge Agreement (other than with respect to any Credit Party’s obligations that constitute Excluded Swap Obligations

solely with respect to such Credit Party). This term includes all principal, interest (including all interest that accrues after the

commencement of any case or proceeding by or against any Credit Party in bankruptcy, whether or not allowed in such case or proceeding),

Fees, Secured Hedging Obligations (other than with respect to any Credit Party’s Secured Hedging Obligations that constitute Excluded

Swap Obligations solely with respect to such Credit Party), expenses, attorneys’ fees and any other sum chargeable to any Credit

Party under this Agreement, any of the other Loan Documents, or any Secured Hedge Agreements.

“OFAC” has the meaning ascribed to it in

Section 4.23.

“Officer” means, with respect to any

Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior

Vice President or Vice President, the Treasurer or the Secretary of such Person or any other individual or similar official thereof

responsible for the administration of the obligations of such Person in respect of this Agreement.

“Officer’s Certificate”

means, with respect to any Person, a certificate signed on behalf of such Person by an Officer of such Person.

“Opinion of Counsel”

means, with respect to any Person, a written opinion reasonably acceptable to Agent, from legal counsel. The counsel may be an employee

of or counsel to such Person.

“Other Applicable Indebtedness” has the

meaning specified in Section 2.3(b)(ii).

“Other Connection

Taxes” means, with respect to a Recipient, Taxes imposed as a result of a present or former connection between such Recipient

and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become

a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any

other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Lender” has the meaning ascribed

to it in Section 2.1(g).

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise

from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or

perfection of a security interest under, or otherwise with respect to, any Loan Documents, except any such Taxes that are Other

Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.14(d)).

“Pari Passu Intercreditor

Agreement” means (x) the intercreditor agreement dated as of April 9, 2020, among Borrower, Agent, Bilateral Agent,

Revolving Agent and other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time

and (y) any other intercreditor agreement to be entered into among Agent, the Senior Representative of any Indebtedness that is

to be secured by a Lien on the Collateral that is not prohibited by this Agreement and is pari passu to the Lien of the Secured

Parties, and the Credit Parties, substantially in the form of Exhibit 1.1(e) hereto, as the same may be amended, restated,

supplemented or otherwise modified from time to time, or any other intercreditor agreement among the foregoing on terms that are reasonably

acceptable to Agent and Borrower.

“Participant Register” has the meaning

ascribed to it in Section 11.1(c).

“Patents” has the meaning specified in

the Security Agreement.

“PATRIOT Act” has the meaning ascribed

to it in Section 4.24.

“Payment Recipient” has the meaning assigned

to it in Section 10.17(a).

“PBGC” means the Pension Benefit Guaranty

Corporation.

“Pension Plan” means a Plan described in

Section 3(2) of ERISA.

“Period Term SOFR Determination Day” has

the meaning specified in the definition of “Term SOFR”.

“Permitted Holders” means Jacobs

Private Equity, LLC and each of its Affiliates, Bradley Jacobs (“Jacobs”), any entity controlled by Jacobs,

Jacobs’ wife, Jacobs’ children and other lineal descendants and trusts established for the benefit of any of the

foregoing.

“Permitted Investments” means:

(1)            any

Investment in Borrower or any Restricted Subsidiary; provided that no Credit Party that is a Non-Con-way Subsidiary may make an

Investment in a Con-way Subsidiary by transferring any Equity Interests or any Principal Property to such Con-way Subsidiary in reliance

on this clause (1) if such Investment would cause such Equity Interests or Principal Property so invested to be Excluded Principal

Property, unless Borrower agrees that such property will not constitute Excluded Principal Property;

(2) any Investment in Cash Equivalents or Investment

Grade Securities;

(3)            any

Investment by Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a result of such

Investment (a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related

transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets

to, or is liquidated into, Borrower or a Restricted Subsidiary; provided that no Credit Party that is a Non-Con-way

Subsidiary may make an Investment in a Con-way Subsidiary by transferring any Equity Interests or any Principal Property to such

Con-way Subsidiary in reliance on this clause (3) if such Investment would cause such Equity Interests or Principal Property so

invested to be Excluded Principal Property, unless Borrower agrees that such property will not constitute Excluded Principal

Property;

(4)            any

Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant

to Section 7.4 or any other disposition of assets not constituting an Asset Sale;

(5)            any

Investment existing on, or made pursuant to binding commitments existing on, the Amendment No. 8 Closing Date (including, for the

avoidance of doubt, Investments of Con-way and any Restricted Subsidiary which is a Subsidiary thereof) or an Investment consisting

of any extension, modification or renewal of any Investment existing on the Amendment No. 8 Closing Date; provided that the

amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Amendment

No. 8 Closing Date or (y) as otherwise permitted under this Agreement;

(6)            loans

and advances to officers, directors, employees or consultants of Borrower or any of its Subsidiaries (i) in the ordinary course

of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs

or write-offs thereof) not to exceed $100.0 million at the time of Incurrence, (ii) in respect of payroll payments and expenses

in the ordinary course of business and (iii) in connection with such Person’s purchase of Equity Interests of Borrower or

any direct or indirect parent of Borrower solely to the extent that the amount of such loans and advances shall be contributed to Borrower

in cash as common equity;

(7)            any

Investment acquired by Borrower or any Restricted Subsidiary (a) in exchange for any other Investment or accounts receivable held

by Borrower or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization

of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by Borrower or any Restricted

Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, or as

a result of a Bail-In Action with respect to any contractual counterparty of Borrower or any Restricted Subsidiary;

(8)           Hedging Obligations permitted under Section 7.1(b)(x);

(9)           any

Investment by Borrower or any Restricted Subsidiary in a Similar Business having an aggregate Fair Market Value (as determined in good

faith by Borrower), taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding,

not to exceed the sum of (x) the greater of $820 million and 60% of Consolidated EBITDA at the time such Investment is made, plus

(y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,

income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being

measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment

pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment

and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant

to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be

a Restricted Subsidiary;

(10)            additional

Investments by Borrower or any Restricted Subsidiary having an aggregate Fair Market Value (as determined in good faith by

Borrower), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not

to exceed the sum of (x) the greater of $820 million and 60% of Consolidated EBITDA as of the date of such Investment plus

(y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale,

repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each

Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however,

that if any Investment pursuant to this clause (10) is made in any Person that is not a Restricted Subsidiary at the date of

the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be

deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for

so long as such Person continues to be a Restricted Subsidiary;

(11)            loans

and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in

each case Incurred in the ordinary course of business or consistent with past practice or to fund such Person’s purchase of Equity

Interests of Borrower or any direct or indirect parent of Borrower;

(12)            Investments

the payment for which consists of Equity Interests of Borrower (other than Disqualified Stock) or any direct or indirect parent of Borrower,

as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause

(4) of the definition of “Cumulative Credit”;

(13)            any

transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 7.5(b) (except

transactions described in clauses (ii), (iv), (vi), (viii)(B) and (xv) of Section 7.5(b));

(14)            guarantees

issued in accordance with Section 7.1 and Section 6.12 including, without limitation, any guarantee or other

obligation issued or incurred under this Agreement, the Revolving Credit Agreement or the Bilateral Credit Agreement (or any credit facility

or facilities which amend, restate, refinance, replace, increase or otherwise modify this Agreement, the Revolving Credit Agreement or

the Bilateral Credit Agreement) in connection with any letter of credit issued for the account of Borrower or any of its Subsidiaries

(including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

(15)            Investments

consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract

rights or licenses or leases of intellectual property;

(16)            any

Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified

Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified

Securitization Financing or any related Indebtedness;

(17)            any

Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells Securitization Assets pursuant to

a Securitization Financing;

(18)            Investments

of a Restricted Subsidiary acquired after the Closing Date or of an entity merged into, amalgamated with, or consolidated with Borrower

or a Restricted Subsidiary in a transaction that is not prohibited by Section 7.8 after the Closing Date to the extent that

such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the

date of such acquisition, merger, amalgamation or consolidation;

(19)            Investments

in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform

Commercial Code Article 4 customary trade arrangements with customers;

(20)            advances

in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Borrower

or the Restricted Subsidiaries;

(21)            Investments

in joint ventures or Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by Borrower), taken

together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed the sum of (x) the

greater of (A) $160 million and (B) 10% of Consolidated EBITDA in the aggregate as of the date of such Investment, plus

(y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,

income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value each Investment being measured

at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant

to this clause (21) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person

becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above

and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Restricted Subsidiary;

(22)            any

Investment in any Subsidiary of Borrower or any joint venture in connection with intercompany cash management arrangements or related

activities arising in the ordinary course of business;

(23)            Guarantied

Obligations of Borrower or any Restricted Subsidiary of leases or of other obligations that do not constitute Indebtedness, in each case

entered into in the ordinary course of business;

(24)            loans

and advances to independent contractors, owner-operators, drivers and carriers in an amount not to exceed $25 million at any time; and

(25)            Investments pursuant to the Spin Transactions.

“Permitted Jurisdictions” has the meaning

ascribed to it in Section 7.8(a).

“Permitted Liens” means, with respect

to any Person:

(1)              pledges, bonds or

deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation,

or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such

Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds

to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested Taxes or import duties

or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)              Liens imposed by

law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction

or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate

proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding

with an appeal or other proceedings for review;

(3)            Liens

for Taxes, assessments or other governmental charges not yet overdue by more than 30 days, or that are being contested in good faith

by appropriate proceedings;

(4)            Liens

in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit,

bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary

course of its business;

(5)            minor

survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses,

rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements,

site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions as to

the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which

were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties

or materially impair their use in the operation of the business of such Person;

(6)            (A) Liens

on assets of a Subsidiary that is not a Guarantor securing Indebtedness of a Subsidiary that is not a Guarantor permitted to be Incurred

pursuant to Section 7.1;

(B)          Liens

securing (x) Indebtedness Incurred pursuant to Section 7.1(b)(i) and (y) any other Indebtedness permitted

to be Incurred by this Agreement up to (i) (I) $150 million, minus (II) the aggregate principal amount of

Indebtedness outstanding at such time in reliance on Section 2.15(a)(a)(II), plus (ii) additional amounts if, in

the case of clause (y)(ii), as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the

application of the net proceeds therefrom (but without netting the proceeds thereof), the Consolidated Secured Net Leverage Ratio of

Borrower does not exceed 3.00 to 1.00;

provided that, any such Lien:

(i)            shall

be either (A) secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations

hereunder and shall not be secured by any property or assets of Borrower or any Restricted Subsidiary other than Collateral, and a Senior

Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions

of the Pari Passu Intercreditor Agreement (reflecting the pari passu status of the Liens securing such Indebtedness), or (B) secured

by the Collateral on a junior basis (including with respect to the control of remedies) with the Obligations hereunder and shall not

be secured by any property or assets of Borrower or any Restricted Subsidiary other than Collateral, and a Senior Representative acting

on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Junior Intercreditor

Agreement (reflecting the junior-lien status of the Liens securing such Indebtedness), and

(ii)            in

the case of pari passu Indebtedness that is in the form of syndicated term loans, such Indebtedness is subject to the Yield Differential

provisions provided for in Section 2.15(c)(v) as if such Indebtedness were incurred thereunder as part of an Incremental

Facility;

securing obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (iv) or (xiv) (to the extent such

guarantees are issued in respect of any Indebtedness) of Section 7.1(b);

(D)            Liens

created pursuant to the Collateral Documents or otherwise securing the Obligations;

(7)            Liens

existing on the Amendment No. 8 Closing Date (including, for the avoidance of doubt, Liens on assets of Con-way and any Restricted

Subsidiary which is a Subsidiary thereof but excluding Liens in favor of the lenders under the Revolving Credit Agreement or the Bilateral

Credit Agreement);

(8)            Liens

on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that

such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided,

further, however, that such Liens may not extend to any other property owned by Borrower or any Restricted Subsidiary (other

than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type

that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

(9)            Liens

on assets or property at the time Borrower or a Restricted Subsidiary acquired the assets or property, including any acquisition by means

of a merger, amalgamation or consolidation with or into Borrower or any Restricted Subsidiary; provided, however, that

such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further,

however, that the Liens may not extend to any other property owned by Borrower or any Restricted Subsidiary (other than pursuant

to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would

have been subject to such Lien notwithstanding the occurrence of such acquisition);

(10)          Liens

securing Indebtedness or other obligations of Borrower or a Restricted Subsidiary owing to Borrower or another Restricted Subsidiary

permitted to be Incurred in accordance with Section 7.1;

(11)         Liens

securing Hedging Obligations (and, for the avoidance of doubt, Swap Obligations) not incurred in violation of this Agreement;

(12)         Liens on

inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of documentary letters of

credit, bank guarantees or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase,

shipment or storage of such inventory or other goods;

(13)         leases,

subleases, licenses and sublicenses of real property which do not materially interfere with the ordinary conduct of the business of Borrower

or any of the Restricted Subsidiaries;

(14)         Liens

arising from Uniform Commercial Code financing statement filings (or equivalent filings including under the PPSA) regarding operating

leases or other obligations not constituting Indebtedness;

(15)         Liens in favor of Borrower or any Guarantor;

(16)          Liens on

assets of the type specified in the definition of “Securitization Financing” Incurred in connection with a Qualified

Securitization Financing;

(17)         pledges

and deposits and other Liens made in the ordinary course of business to secure liability to insurance carriers;

(18)         Liens on the Equity Interests of Unrestricted Subsidiaries;

(19)         leases

or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course

of business, and Liens on real property which is not owned but is leased or subleased by Borrower or any Restricted Subsidiary;

(20)         Liens

to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions,

renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9),

(10), (11), (15), (25) and (38) of this definition; provided, however,

that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the

extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on and accessions to such

property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property

clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or

replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of

(A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable

Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (15), (25) and (38) at the time the original Lien became a

Permitted Lien under this Agreement, (B) unpaid accrued interest and premiums (including tender premiums), and (C) an

amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing,

refunding, extension, renewal or replacement; provided, further, however, that (X) in the case of any

Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B),

(6)(C) or (25), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall

be deemed secured by a Lien under clause (6)(B), (6)(C) or (25) and not this clause (20) for purposes of determining the

principal amount of Indebtedness outstanding under clause (6)(B), (6)(C) or (25) and (Y) in the case of Liens to secure

any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (25), such

new Lien shall have priority equal to or more junior than the Lien securing such refinanced, refunded, extended or renewed

Indebtedness;

(21)         Liens

on equipment of Borrower or any Restricted Subsidiary granted in the ordinary course of business to Borrower’s or such Restricted

Subsidiary’s client at which such equipment is located;

(22)         judgment

and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being

contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(23)         Liens

arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into

in the ordinary course of business;

(24)         Liens

incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(25)         other

Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other

obligations secured by Liens incurred under this clause (25) that are at that time outstanding, exceed the greater of $480 million and

30% of Consolidated EBITDA at the time of incurrence (which Lien, if on the Collateral, may be pari passu with or junior to, but

not senior to, the Lien on the Collateral securing the Obligations hereunder, except to the extent such Liens secure any Capitalized

Lease Obligation or any purchase money Indebtedness, in which case such Liens may be prior to the Liens on the Collateral securing the

Obligations hereunder, but only as to the applicable assets securing the Capitalized Lease Obligation or purchase money Indebtedness);

(26)         any

encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement

securing obligations of such joint venture or pursuant to any joint venture or similar agreement;

(27)         any

amounts held by a trustee in the funds and accounts under any indenture issued in escrow pursuant to customary escrow arrangements pending

the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions;

(28)         Liens

(i) arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar

rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching

to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or

(iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts

incurred in the ordinary course of business and not for speculative purposes;

(29)         Liens

(i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of customers;

(30)         Liens

disclosed by the title commitments or title insurance policies delivered pursuant to the Revolving Credit Agreement or the Bilateral

Credit Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal

Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal;

provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are

permitted under this Agreement;

(31)         Liens

that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or service

providers of Borrower or any Restricted Subsidiary in the ordinary course of business;

(32)         in the case of real property that constitutes a leasehold or subleasehold interest,

(x)            any Lien to which the fee simple interest (or any

superior leasehold interest) is subject or may become subject and any subordination of such leasehold or subleasehold interest to

any such Lien in accordance with the terms and provisions of the applicable leasehold or subleasehold documents, and (y) any

right of first refusal, right of first negotiation or right of first offer which is granted to the lessor or sublessor;

(33)         agreements

to subordinate any interest of Borrower or any Restricted Subsidiary in any accounts receivable or other prices arising from inventory

consigned by Borrower or any such Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

(34)          Liens

on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;

(35)         Lien

created pursuant to or arising in connection with the consummation of the Spin Transactions;

(36)         Liens

securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(37)         Liens

granted in the ordinary course of business consistent with past practice to lessors of Railcars, Chassis, trucks, trailers or tractors,

leased by Borrower or any Restricted Subsidiary thereof pursuant to arrangements which are intended to be true leases;

(38)          Liens securing the Bilateral Credit

Facility, which Liens are subject to the Pari Passu Intercreditor Agreement; and

(39)         if

and for so long as any Capital Stock of Con-way constitutes “margin stock” within the meaning of Regulation U, Liens on such

Capital Stock to the extent the value of such Capital Stock, together with the value of all other margin stock held by Borrower and its

Subsidiaries, exceeds 25% of the total value of all their assets subject to Section 7.7; and

(40)         Liens

arising from the cash collateralization of letters of credit and other obligations of Con-way and its Subsidiaries, in each case to the

extent such letters of credit or other obligations are in existence on the Closing Date.

“Permitted Loan Purchase” has the meaning

specified in Section 11.1(h) hereof.

“Permitted Loan Purchase

Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender as an Assignor and Borrower or

any of the Subsidiaries as an Assignee, as accepted by Agent (if required by Section 11.1) in the form of Exhibit 1.1(h) hereto

or such other form as shall be approved by Agent and Borrower (such approval not to be unreasonably withheld or delayed).

“Person”

means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated

organization, government or any agency or political subdivision thereof or any other entity.

“Plan” means,

at any time, an “employee benefit plan”, as defined in Section 3(3) of ERISA (other than a Multiemployer Plan),

that any Credit Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to or has maintained, contributed

to or had an obligation to contribute to at any time within the past seven (7) years on behalf of participants who are or were employed

by any Credit Party or ERISA Affiliate.

“PPSA ”

means the Personal Property Security Act (Ontario) (or any successor statute) or similar legislation (including the Civil Code of Quebec)

of any other Canadian jurisdiction the laws of which are required by such legislation to be applied in connection with the issue, perfection,

effect of perfection, enforcement, enforceability, opposability, validity or effect of security interests or other applicable lien.

“Preferred Stock”

means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Prepayment Disposition”

means (i) any Asset Sale, (ii) any other disposition of the type referred to in clause (b) of the definition of Asset

Sale and (iii) any Casualty Event (other than a Casualty Event relating to property or assets which, had they been disposed of immediately

prior to the applicable Casualty Event, would not have constituted an “Asset Sale”).

“Principal Property”

means any “Principal Property” (as defined in the Existing Con-way Indenture) owned by Con-way or any of its Restricted Subsidiaries

(as defined in the Existing Con-way Indenture).

“pro forma event”

has the meaning set forth in the definition of “Consolidated First Lien Net Leverage Ratio”.

“Pro Rata Share” means (I) with

respect to any matter specified herein as relating to a Term B-2 Loan or a,

Term B-3 Loan or Term B-4 Loan, or any Lender under the

the Term B-2 Facility or the,

Term B-3 Facility or Term B-4 Facility, the percentage obtained

by dividing (A) the Commitment of such Lender under the Term B-2 Facility or the,

Term B-3 Facility or Term B-4 Facility, as applicable, by

(B) the aggregate Commitments of all Lenders under the Term B-2 Facility or the,

Term B-3 Facility or Term B-4 Facility, as applicable (provided

that if the Commitments in respect of the Term B-2 Facility or the, Term

B-3 Facility or Term B-4 Facility, as applicable, shall have

terminated, the Pro Rata Share of each Lender shall be obtained by dividing (A) the aggregate Loans of such Lender under the

Term B-2 Facility or the,

Term B-3 Facility or Term B-4 Facility, as applicable, by

(B) the aggregate Loans of all Lenders under the Term B-2 Facility or the,

Term B-3 Facility or Term B-4 Facility, as applicable), and

(II) with respect to all other matters relating to any Lender, the percentage obtained by dividing (A) the

Commitment of such Lender by (B) the aggregate Commitments of all Lenders (provided that if the Commitments shall

have terminated, the Pro Rata Share of each Lender shall be obtained by dividing (A) the aggregate Loans of such Lender by

(B) the aggregate Loans of all Lenders), in each case of clauses (I) and (II) as any such percentages may be adjusted

by increases or decreases in Commitments and Loans pursuant to the terms and conditions hereof or by assignments permitted pursuant

to Section 11.1.

“PTE” means a prohibited transaction class

exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning ascribed

to it in Section 10.13(a).

“QFC” has

the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

“QFC Credit Support” has the meaning ascribed

to it in Section 12.27.

“Qualified Plan”

means a Pension Plan that is intended to be tax-qualified under Section 401(a) of the IRC.

“Qualified Securitization

Financing” means any Securitization Financing that meets the following conditions:

(1) Borrower

shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events

and other provisions) is in the aggregate economically fair and reasonable to Borrower or the applicable Subsidiary, as the case may

be;

(2)            all

sales of Securitization Assets and related assets by Borrower or the applicable Subsidiary (other than a Securitization Subsidiary) either

to the applicable Securitization Subsidiary or directly to the applicable third-party financing providers (as the case may be) are made

at Fair Market Value (as determined in good faith by Borrower); and

(3)            the

financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by Borrower)

and may include Standard Securitization Undertakings.

For the avoidance of doubt,

the grant of a security interest in any Securitization Assets of Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary)

to secure Revolving Facility Indebtedness, Bilateral Facility Indebtedness, Indebtedness in respect of the Senior Notes Documents, Indebtedness

hereunder or any Refinancing Indebtedness with respect to the foregoing (in each case, to the extent not constituting a Securitization

Financing) shall not be deemed a Qualified Securitization Financing.

“Railcars”

means the railroad cars, locomotives or other rolling stock (including stacktrain), or accessories used on such railroad cars, locomotives

or other rolling stock (including superstructures and racks).

“Ratio Debt” has the meaning specified

in Section 7.1(a).

“Ratio Incremental Basket” has the meaning

specified in Section 2.15(a).

“Real Property”

means collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real

property owned in fee or leased by any Credit Party, whether by lease, license, or other means, together with, in each case, all easements,

hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and

contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Recipient” means (a) Agent and (b) any

Lender, as applicable.

“Refinanced Loans” has the meaning specified

in Section 2.16.

“Refinancing Amendment” has the meaning

specified in Section 2.16.

“Refinancing Amount” has the meaning specified

in Section 2.16.

“Refinancing Indebtedness” has the meaning

ascribed to it in Section 7.1(b)(xv).

“Refinancing Lender” has the meaning specified

in Section 2.16.

“Refinancing Loans” has the meaning specified

in Section 2.16.

“Refinancing

Transactions” means (A) the issuance and sale of the 2023 Notes, (B) the issuance and sale of the 2024 Notes and

the entry into, incurrence of indebtedness pursuant to and prepayment of all amounts outstanding under the Bridge Credit Agreement,

(C) the issuance and sale of the 2025 Notes, (D) the issuance and sale by Borrower of other secured and unsecured debt on

or about the Amendment No. 8 Closing Date (the “Amendment No. 8 Refinancing”), (E) the entry into

and incurrence of indebtedness pursuant to this Agreement and any repricing, refinancing, amendment, restatement or supplement, in

whole or in part, of this Agreement, including Amendment No. 6, Amendment No. 8 and Amendment No. 10, (F) the

entry into and incurrence of indebtedness pursuant to the Revolving Credit Agreement and/or any repricing, refinancing, amendment,

restatement or supplement, in whole or in part, of the Revolving Credit Agreement, (G) the redemption (including any

satisfaction and discharge in connection therewith) of all of Borrower’s then outstanding 7.875% Senior Notes due 2019, 5.75%

Senior Notes due 2021, 6.50% Senior Notes due 2022, 2023 Notes and 2024 Notes, (H) the redemption or tender (including any

satisfaction and discharge in connection therewith) of all or a portion of Borrower’s 2025 Notes and (I) the payment of

fees and expenses in connection with the foregoing.

“Refunding Capital Stock” has the meaning

ascribed to it in Section 7.2(b)(ii)(A).

“Register” has the meaning ascribed to

it in Section 11.1(a)(i).

“Regulated Bank”

means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit

Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch,

agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Directors

under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii);

or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory

authority in any jurisdiction.

“Regulation U” has the meaning ascribed

to it in Section 4.10.

“Related Persons”

means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,

attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to

such Person or any of its Affiliates.

“Release”

means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal,

discharge, dispersal, dumping, leaching or migration of Hazardous Material in the environment, including the migration of Hazardous Material

through or in the air, soil, surface water, ground water or property.

“Relevant Governmental

Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board

or the NYFRB, or any successor thereto.

“Replacement Lender” has the meaning ascribed

to it in Section 2.14(d).

“Requisite Lenders” means Lenders having

more than 50% of the Commitments and Loans of all Lenders.

“Requisite Term B-2

Lenders” means Term B-2 Lenders having more than 50% of the Commitments and Loans of all Term B-2 Lenders.

“Requisite Term B-3

Lenders” means Term B-3 Lenders having more than 50% of the Commitments and Loans of all Term B-3 Lenders.

“Requisite

Term B-4 Lenders” means Term B-4 Lenders having more than 50% of the Term B-4 Loans of all Term B-4 Lenders.

“Resolution Authority” means an EEA Resolution

Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Cash”

means cash and Cash Equivalents held by Borrower and the Restricted Subsidiaries that would appear as “restricted” on a consolidated

balance sheet of Borrower or any of the Restricted Subsidiaries.

“Restricted Investment” means an Investment

other than a Permitted Investment.

“Restricted Payments” has the meaning ascribed

to such term in Section 7.2.

“Restricted Subsidiary”

means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless the context

otherwise requires, the term “Restricted Subsidiary” shall mean a Restricted Subsidiary of Borrower.

“Retired Capital Stock” has the meaning

ascribed to it in Section 7.2(b)(ii)(A).

“Retiree Welfare Plan” means, at any

time, a welfare plan (within the meaning of Section 3(1) of ERISA) that provides for continuing coverage or benefits for

any participant or any beneficiary of a participant after such participant’s termination of employment, other than

continuation coverage provided pursuant to Section 4980B of the IRC or other similar state law and at the sole expense of the

participant or the beneficiary of the participant.

“Revolving Agent”

means the administrative agent and the collateral agent (or co-collateral agents), in each case under the Revolving Facility, and any

successors thereto.

“Revolving Credit

Agreement” means that certain Revolving Credit Agreement, dated as of February 26, 2025, among Borrower and Wells Fargo

Bank, National Association, as administrative agent, and the other parties thereto, as amended, restated, supplemented, refinanced, replaced

or otherwise modified time to time.

“Revolving Facility” means the revolving

credit facilities under the Revolving Credit Agreement.

“S&P” means S&P’s Global

Ratings or any successor to the rating agency business thereof.

“Sale/Leaseback Transaction”

means an arrangement relating to property now owned or hereafter acquired by Borrower or a Restricted Subsidiary whereby Borrower or

such Restricted Subsidiary transfers such property to a Person and Borrower or such Restricted Subsidiary leases it from such Person,

other than leases between any of Borrower and a Restricted Subsidiary or between Restricted Subsidiaries.

“Schedules” means the Schedules prepared

by Borrower and attached to this Agreement.

“SDN List” has the meaning ascribed to

it in Section 4.23.

“SEC” means the United States Securities

and Exchange Commission.

“Secured Hedge Agreement”

means any Swap Contract by and between any Credit Party and any Hedge Bank.

“Secured Hedging Obligations”

means the obligations of any Credit Party arising under any Secured Hedge Agreement.

“Secured Indebtedness” means any Consolidated

Total Indebtedness secured by a Lien.

“Secured Parties” means, collectively,

with respect to the Obligations, Agent and the Lenders and any Lender, Agent or any Hedge Bank that is a party to a Secured Hedge

Agreement.

“Securitization Assets”

means any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by Borrower or any

Restricted Subsidiary or in which Borrower or any Restricted Subsidiary has any rights or interests, in each case, without regard to

where such assets or interests are located: (1) receivables, payment obligations, installment contracts, and similar rights, whether

currently existing or arising or estimated to arise in the future, and whether in the form of accounts, chattel paper, general intangibles,

instruments or otherwise (including any drafts, bills of exchange or similar notes and instruments), (2) royalty and other similar

payments made related to the use of trade names and other intellectual property, business support, training and other services, including,

without limitation, licensing fees, lease payments and similar revenue streams, (3) revenues related to distribution and merchandising

of the products of Borrower and the Restricted Subsidiaries, (4) intellectual property rights relating to the generation of any

of the foregoing types of assets, (5) parcels of or interests in real property, together with all easements, hereditaments and appurtenances

thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof and (6) any

other assets and property to the extent customarily included in securitization transactions or factoring transactions of the relevant

type in the applicable jurisdictions (as determined by Borrower in good faith).

“Securitization Fees”

means distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in

connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Securitization Financing.

“Securitization Financing”

means any transaction or series of transactions that may be entered into by Borrower or any of its Subsidiaries pursuant to which Borrower

or any of its Subsidiaries may sell, assign, convey or otherwise transfer to any other Person, or may grant a security interest in, any

Securitization Assets (whether now existing or arising in the future) of Borrower or any of its Subsidiaries, and any assets related

thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other

obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily sold,

assigned, conveyed or transferred or in respect of which security interests are customarily granted in connection with asset securitization

transactions or factoring transactions involving Securitization Assets and any Hedging Obligations entered into by Borrower or any such

Subsidiary in connection with such Securitization Assets.

“Securitization Repurchase Obligation”

means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization

Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a

Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, dilution, off-set or counterclaim of any

kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a

Wholly Owned Restricted Subsidiary (or another Person formed for the purposes of engaging in a Qualified Securitization Financing

with Borrower or any of its Subsidiaries in which Borrower or any of its Subsidiaries makes an Investment and to which Borrower or

any of its Subsidiaries transfers Securitization Assets and related assets) which engages in no activities other than in connection

with the financing of Securitization Assets of Borrower and its Subsidiaries, all proceeds thereof and all rights (contractual or

other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and

which is designated by Borrower as a Securitization Subsidiary and:

(a)            no

portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Borrower or any other

Restricted Subsidiary (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant

to Standard Securitization Undertakings), (ii) is recourse to or obligates Borrower or any other Restricted Subsidiary in any way

other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of Borrower or any other Restricted

Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization

Undertakings;

(b)            with

which neither Borrower nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on

terms which Borrower reasonably believes to be no less favorable to Borrower or such Restricted Subsidiary than those that might be obtained

at the time from Persons that are not Affiliates of Borrower (other than pursuant to Standard Securitization Undertakings); and

which neither Borrower nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition

or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).

“Security Agreement” means that certain

Security Agreement, dated as of the Closing Date, made by the Credit Parties party thereto in favor of Agent, on behalf of the Lenders,

as amended, restated, supplemented or otherwise modified from time to time, in the form of Exhibit 1.1(d) hereto.

“Senior Notes Documents” means the 2028

Notes Indenture, the 2028 Notes, the 2031 Indenture, the 2031 Notes, the 2032 Notes Indenture and the 2032 Notes.

“Senior Representative”

means, with respect to any Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the

indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of

their successors in such capacities.

“Significant Subsidiary”

means any Restricted Subsidiary that would be a “Significant Subsidiary” within the meaning of Rule 1-02 under Regulation

S-X promulgated by the SEC (or any successor provisions).

“Similar

Business” means any business (x) the majority of whose revenues are derived from business or activities conducted by

Borrower and its Subsidiaries on the Amendment No. 8 Closing Date, (y) that is a natural outgrowth or reasonable

extension, development, expansion of any business or activities conducted by Borrower and their subsidiaries on the Amendment

No. 8 Closing Date or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing

and (z) any business that in Borrower’s good faith business judgment constitutes a reasonable diversification of

businesses conducted by Borrower and its Subsidiaries.

“SOFR”

means, with respect to Term SOFR Loans, with respect to any U.S. Government Securities Business Day, a rate per annum equal to the

secured overnight financing rate for such U.S. Government Securities Business Day published by the SOFR Administrator on the SOFR

Administrator’s Website on the immediately succeeding U.S. Government Securities Business Day.

“SOFR Administrator”

means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s

Website” means the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor source for the secured overnight

financing rate identified as such by the SOFR Administrator from time to time.

“Solvent”

means, with respect to any Person organized under the laws of the United States or any state thereof, on a particular date, that on such

date (a) the fair value of the assets of such Person, at a fair valuation, will exceed the debts and liabilities, direct, subordinated,

contingent or otherwise, of such Person; (b) the present fair saleable value of the property of such Person will be greater than

the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, direct, subordinated,

contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person will be able to pay its

debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and

(d) such Person will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses

are conducted on such date and are proposed to be conducted after such date.

“SpinCo” means (a) GXO SpinCo or (b) NAT

SpinCo, or both of them, as the context may require.

“Spin Distribution”

means (a) the GXO Spin Distribution, (b) the NAT Spin Distribution or (c) both, as the context requires.

“Spin Documents”

means (a) the GXO Spin Documents or (b) the NAT Spin Documents, or all of them, as the context may require.

“Spin Transactions” means (a) the

GXO Spin Transactions or (b) the NAT Spin Transactions, or all of them, as the context may require.

“Standard Securitization

Undertakings” means representations, warranties, covenants, indemnities, reimbursement obligations, performance undertakings,

guarantees of performance and other customary payment obligations entered into by Borrower or any of its Subsidiaries, whether joint

and several or otherwise, which Borrower has determined in good faith to be customary in a Securitization Financing including, without

limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization

Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Subordinated Indebtedness”

means (a) with respect to Borrower, any Indebtedness of Borrower which is by its terms subordinated in right of payment to the Loans,

and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment

to its Guaranty of Indebtedness under this Agreement.

“Subsidiary”

means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture

or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to

the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination

owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination

thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts,

distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled,

directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the

form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such

Person is a controlling general partner or otherwise controls such entity. Unless the context otherwise requires, the term “Subsidiary”

shall mean a Subsidiary of Borrower.

“Successor Company” has the meaning ascribed

to it in Section 7.8(a)(i).

“Supported QFC” has the meaning ascribed

to it in Section 12.27.

“Surface Transportation Board” means the

Surface Transportation Board, an agency of the Federal Government of the United States, and any successor agency thereof.

“Swap Contract”

means (a) any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,

or settled by reference to, one or more rates, currencies, cross-currency hedges, commodities, equity or debt instruments or securities,

or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any

combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services

provided by current or former directors, officers, employees or consultants of Borrower or any of its Subsidiaries shall be a “Swap

Agreement” and (b) any agreement with respect to any transactions (together with any related confirmations) which are subject

to the terms and conditions of, or are governed by, any master agreement published by the International Swaps and Derivatives Association, Inc.,

any International Foreign Exchange Master Agreement or any other similar master agreement.

“Swap Obligation”

means, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes

a “swap” within the meaning of section 1(a)(47) of the Commodity Exchange Act.

“Tax Compliance Certificate” has the meaning

ascribed to it in Section 2.13(d).

“Tax Distributions” means any distributions

described in Section 7.2(b)(xi).

“Tax Group” has the meaning ascribed to

it in Section 7.2(b)(xi).

“Tax Structure” has the meaning ascribed

to it in Section 12.8.

“Taxes”

means present and future taxes (including, but not limited to, income, corporate, capital, excise, property, ad valorem, sales, use,

payroll, value added and franchise taxes, deductions, withholdings and custom duties), charges, fees, imposts, levies, deductions or

withholdings (including backup withholding) and all liabilities (including interest, additions to tax and penalties) with respect thereto,

imposed by any Governmental Authority.

“Term B-2 Commitment”

means, with respect to each Term B-2 Lender (i) prior to the Amendment No. 10 Closing Date, such Term B-2 Lender’s commitment

to make Term B-2 Loans to Borrower in accordance with Amendment No. 8 and (ii) from and after the Amendment No. 10 Closing

Date, such Term B-2 Lender’s commitment to make Term B-2 Loans to Borrower in accordance with Amendment No. 10.

“Term B-2 Facility”

means (i) prior to the Amendment No. 10 Closing Date, the credit facility provided by the Term B-2 Lenders on the Amendment

No. 8 Closing Date pursuant to Amendment No. 8 and (ii) from and after the Amendment No. 10 Closing Date, the credit

facility provided by the Term B-2 Lenders on the Amendment No. 10 Closing Date pursuant to Amendment No. 10.

“Term B-2 Lender”

means (i) prior to the Amendment No. 10 Closing date, any Lender with a Term B-2 Commitment or an outstanding Term B-2 Loan

pursuant to Amendment No. 8 and (ii) at any time from and after the Amendment No. 10 Closing Date, any Lender with a Term

B-2 Commitment or an outstanding Term B-2 Loan at such time.

“Term B-2 Loan Yield Differential” has

the meaning specified in Section 2.15(c).

“Term B-2 Loans”

means (i) prior to the Amendment No. 10 Closing Date, the loans made by the Term B-2 Lenders to Borrower on the Amendment No. 8

Closing Date pursuant to Amendment No. 8 and (ii) from and after the Amendment No. 10 Closing Date, the loans made by

the Term B-2 Lenders to Borrower on the Amendment No. 10 Closing Date pursuant to Amendment No. 10.

“Term B-3 Commitment”

means, with respect to each Term B-3 Lender (i) prior to the Amendment No. 10 Closing Date, such Term B-3 Lender’s commitment

to make Term B-3 Loans to Borrower in accordance with Amendment No. 9 and (ii) from and after the Amendment No. 10 Closing

Date, such Term B-3 Lender’s commitment to make Term B-3 Loans to Borrower in accordance with Amendment No. 10.

“Term B-3 Facility”

means (i) prior to the Amendment No. 10 Closing Date, the credit facility provided by the Term B-3 Lenders on the Amendment

No. 9 Closing Date pursuant to Amendment No. 9 and (ii) from and after the Amendment No. 10 Closing Date, the credit

facility provided by the Term B-3 Lenders on the Amendment No. 10 Closing Date pursuant to Amendment No. 10.

“Term B-3 Lender”

means (i) prior to the Amendment No. 10 Closing date, any Lender with a Term B-3 Commitment or an outstanding Term B-3 Loan

pursuant to Amendment No. 9 and (ii) at any time from and after the Amendment No. 10 Closing Date, any Lender with a Term

B-3 Commitment or an outstanding Term B-3 Loan at such time.

“Term B-3 Loan Yield Differential” has

the meaning specified in Section 2.15(c).

“Term B-3 Loans”

means (i) prior to the Amendment No. 10 Closing Date, the loans made by the Term B-3 Lenders to Borrower on the Amendment No. 9

Closing Date pursuant to Amendment No. 9 and (ii) from and after the Amendment No. 10 Closing Date, the loans made by

the Term B-3 Lenders to Borrower on the Amendment No. 10 Closing Date pursuant to Amendment No. 10.

“Term

B-4 Commitment” means, with respect to each Term B-4 Lender, such Term B-4 Lender’s commitment to make Term B-4 Loans

that are Incremental Term Loans (as defined in Amendment No. 11) to Borrower in accordance with Amendment No. 11.

“Term

B-4 Facility” means the credit facility provided by the Term B-4 Lenders on the Amendment No. 11 Closing Date pursuant to

Amendment No. 11.

“Term

B-4 Lender” means, at any time from and after the Amendment No. 11 Closing Date, any Lender with an outstanding Term B-4 Loan

at such time.

“Term

B-4 Loan Yield Differential” has the meaning specified in Section 2.15(c).

“Term

B-4 Loans” means the loans made (or deemed made) by the Term B-4 Lenders to Borrower on the Amendment No. 11 Closing Date

pursuant to Amendment No. 11. The aggregate principal amount of the Term B-4 Loans on the Amendment No. 11 Closing Date is

$385,000,000.

“Term

Loan A Credit Agreement” means that certain Senior Secured Term Loan Credit Agreement, dated as of May 29, 2026, among Borrower

and Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto, as amended, restated, supplemented,

refinanced, replaced or otherwise modified time to time.

“Term SOFR” means,

(a)            for

any calculation with respect to a Term SOFR Loan, the Term SOFR Reference

Rate for a tenor comparable to the

applicable Interest Period on the day (such day, the “Period 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

(ii)           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 Term SOFR Determination Day;

provided, further, that if Term

SOFR determined as provided above (including pursuant to the proviso under clause (i) or clause (ii) above) shall ever be less

than 0.00%, then Term SOFR shall be deemed to be 0.00%.

“Term SOFR Administrator” means the

CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent in

its reasonable discretion).

“Term SOFR Loan” means an advance or Loan

which bears interest based on Term SOFR. Term SOFR Loans shall be denominated in Dollars.

“Term SOFR Margin”

means the per annum interest rate margin from time to time in effect and payable with respect to Term SOFR Loans, as determined in accordance

with the definition of Applicable Margin.

“Term SOFR Reference

Rate” means the rate per annum determined by Agent (in its reasonable discretion and in a manner consistent with then-prevailing

market practice) as the forward-looking term rate based on SOFR.

“Termination Date”

means the date on which (a) the Loans have been repaid in full in cash and (b) all other Obligations under this Agreement and

the other Loan Documents have been completely discharged or paid (other than contingent indemnification obligations for which no claim

has been asserted and other than Secured Hedging Obligations).

“Title IV Plan” means a Pension Plan

(other than a Multiemployer Plan) that is covered by Title IV of ERISA or Section 412 of the IRC, and that any Credit Party or

ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed

by any of them.

“Trademarks” has the meaning to it in the

Security Agreement.

“Transactions”

means (a) the consummation of the Con-way Acquisition and transactions contemplated thereby and in connection therewith, (b) the

execution, delivery and performance of this Agreement, the Revolving Credit Agreement, the Bridge Credit Agreement and any documentation

relating to Indebtedness incurred in lieu thereof or to refinance the foregoing, and the incurrence of Indebtedness thereunder and Liens

in connection therewith, (c) Borrower’s or any of its Subsidiaries’ incurrence, replacement, redemption, repayment,

defeasance, discharge or refinancing of indebtedness or liens in connection with the Con-way Acquisition, including the assumption of

the Con-way Existing Indebtedness and other existing Indebtedness of Con-way and its Subsidiaries, (d) the entry by Borrower into

this Agreement and the borrowing of loans hereunder in connection with the Con-way Acquisition and (e) the payment of fees and expenses

in connection the foregoing.

“U.S. Government Securities

Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities

Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

“UK Financial Institution”

means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by

the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark

Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Pension

Liability” means, at any time, the aggregate amount, if any, of the amount by which the present value of all accrued benefits

under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan, allocable to such benefits in accordance

with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions

for funding purposes in effect under such Title IV Plan.

“United States” and “U.S.”

means the United States of America.

“Unrestricted Subsidiary” means:

(1)            any

Subsidiary of Borrower that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of

Borrower in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

Borrower may designate any

Subsidiary of Borrower (including any newly acquired or newly formed Subsidiary of Borrower) to be an Unrestricted Subsidiary unless

at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds

any Lien on any property of, Borrower or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated,

in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries

do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any

of the assets of Borrower or any of the Restricted Subsidiaries unless otherwise permitted under Section 7.2; provided,

further, however, that either:

(a) the Subsidiary to be so designated has

total consolidated assets of $1,000 or less; or

(b)            if

such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 7.2.

Borrower may designate any

Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)           (1) Borrower

could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 7.1(a) or

(2) the Fixed Charge Coverage Ratio of Borrower would be no less than such ratio immediately prior to such designation, in each

case on a pro forma basis taking into account such designation, and

(y)            no

Event of Default shall have occurred and be continuing.

In no event may Borrower be an Unrestricted Subsidiary.

As of the Closing Date, each entity listed on Schedule

6.13 is an Unrestricted Subsidiary.

“Upfront Fee” has the meaning specified

in Section 2.7.

“U.S. Special Resolution Regimes” has the

meaning ascribed to it in Section 12.27.

“Weighted Average Life to Maturity”

means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient

obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each

successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock

or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” means

any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary”

of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one

or more Wholly Owned Subsidiaries of such Person.

“Withholding Agent” means any Credit Party

and Agent.

“Write-Down and Conversion Powers”

means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority

from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are

described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable

Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial

Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,

securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as

if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers.

“Yellow Bridge Credit Agreement” means

that certain Senior Secured Bridge Term Loan Credit Agreement, dated as of December 4, 2023, by and among Borrower, Credit

Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and the other parties thereto.

1.2            Rules of

Construction. Unless otherwise specified, references in this Agreement or any of the Appendices to a Section, subsection or clause

refer to such Section, subsection or clause as contained in this Agreement. The words “herein”, “hereof” and

“hereunder”, and other words of similar import refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules,

as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause

contained in this Agreement or any such Annex, Exhibit or Schedule.

1.3            Interpretive

Matters. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the

singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and

neuter genders. The words “including”, “includes” and “include” shall be deemed to be followed

by the words “without limitation”; the word “or” is not exclusive; references to Persons include their

respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of

governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to agreements and

instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations.

Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are

intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such

Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition,

for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(b) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its

nature as unsecured Indebtedness; (c) the principal amount of any non-interest bearing or other discount security at any date

shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with

GAAP; (d) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock

or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is

greater; and (e) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting

determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in

accordance with GAAP; provided, that, if Borrower notifies Agent that Borrower requests an amendment to any provision hereof

to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of

such provision (or if Agent notifies Borrower that the Requisite Lenders request an amendment to any provision hereof for such

purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then

such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become

effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

1.4            Spin

Transactions. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, no provision of this

Agreement or any Loan Document shall prevent the consummation of any of the Spin Transactions, nor shall the Spin Transactions give rise

to any default or constitute a utilization of any basket or ratio under this Agreement or any Loan Document.

1.5            Timing

of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to

be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition

of Interest Period) or performance shall extend to the immediately succeeding Business Day.

1.6            LLC

Division/Series Transactions. Any reference herein to an “Asset Sale” shall be deemed to include a “division”

of or by a limited liability company, that (a) results in assets that had formerly been held by a Restricted Subsidiary ceasing

to be held by a Restricted Subsidiary, and (b) would have constituted an “Asset Sale” had such assets been sold to a

third party, rather than transferred by way of a division.

2. AMOUNT AND TERMS OF CREDIT

2.1 Term Facility.

(a)          Loan. Subject

to the terms and conditions set forth herein, each Lender severally agrees to make a single Loan denominated in Dollars to Borrower in

a single drawing on the Closing Date in an aggregate amount not to exceed the amount of such Lender’s Commitment at such time.

Each Loan made on the Amendment No. 6 Closing Date shall be made by the Lenders in accordance with their applicable Pro Rata Share

of the Commitments as of such date. Each Term B-2 Loan made on the Amendment No. 10 Closing Date shall be made by the Term B-2 Lenders

in accordance with their applicable Pro Rata Share of the Term B-2 Commitments as of such date. Each Term B-3 Loan made on the Amendment

No. 10 Closing Date shall be made by the Term B-3 Lenders in accordance with their applicable Pro Rata Share of the Term B-3 Commitments

as of such date. Each Term B-4 Loan made on the Amendment No. 11 Closing

Date shall be either (x) in the case of Extended Term B Loans (as defined in Amendment No. 11), deemed to be made by each of

the Term B-4 Lenders in an aggregate principal amount equal to its Applicable Percentage (as defined in Amendment No. 11) of such

Term B-4 Lender’s Term B-2 Loans and/or Term B-3 Loans immediately prior to the effectiveness of Amendment No. 11 as of such

date or (y) in the case of Incremental Term Loans (as defined in Amendment No. 11), made by each of the Term B-4 Lenders with

a Term B-4 Commitment in accordance with their applicable Pro Rata Share of the applicable Term B-4 Commitment on such date. Immediately

after giving effect to any such Loan, each Lender’s Commitment therefor shall automatically be reduced to $0. The Commitments are

not revolving in nature, and amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed.

(b)          Notice of

Borrowing. The Loan to be made pursuant to Section 2.1(a) shall be made on notice by Borrower to one of the

representatives of Agent identified in Schedule 2.1 at the address specified therein. Notice of the Loan must be given no

later than (1) 10:00 a.m. (New York time) on the date that is one Business Day prior to the date of the proposed Loan, in

the case of a Base Rate Loan, or (2) 10:00 a.m. (New York time) on the date which is three Business Days’ prior to the

proposed Loan, in the case of a Term SOFR Loan. Each such notice (a “Notice of Borrowing”) may be given verbally

by telephone but must be promptly confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(b),

and shall include the information required in such Exhibit. Notices may be revocable or conditional to the extent set forth in the

form of Notice of Borrowing attached hereto as Exhibit 2.1(b).

Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, Notice of Conversion/Continuation

or similar notice reasonably believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in

accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.

(d)          Lender’s

Making of Loans and Payments. Upon receipt of a Notice of Borrowing, Agent shall promptly forward to each Lender the details of

the Notice of Borrowing it received from Borrower requesting the Loan. Each Lender shall make the amount of such Lender’s Pro

Rata Share of such Loan available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex B not

later than 3:00 p.m. (New York time) on the Business Day prior to the requested funding date. After receipt of such wire

transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall

make the requested Loan available to Borrower by 9:00 a.m. (New York time) on the requested funding date. All payments by each

Lender shall be made without setoff, counterclaim or deduction of any kind.

(e)          Availability of

Lender’s Pro Rata Share. Agent may assume that each Lender will make its Pro Rata Share of the Loan available to Agent on the

Closing Date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a

Loan because all or any of the conditions set forth in Section 3 have not been satisfied. If such Pro Rata Share is not,

in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff,

counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand,

Agent shall promptly notify Borrower and Borrower shall repay such amount to Agent within three (3) Business Days of such demand.

Nothing in this Section 2.1(e) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require

Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to

prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has

received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because

all or any of the conditions set forth in Section 3 have not been satisfied to the extent that Agent advances funds to Borrower

on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Loan is made, Agent shall be entitled to retain

for its account all interest accrued on such Loan until reimbursed by such Lender.

(f)           [Reserved].

(g)          Defaulting

Lenders. The failure of any Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified

therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to

make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the

failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder.

Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or

with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the

determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent

rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that

directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held

by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a

Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole

discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall,

at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount

equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto

through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a

Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days

after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation

to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent

shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such

Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.

2.2 Maturity and Repayment of Loans.

(a) [reserved].

(b) Borrower shall pay to each Lender holding

Term B-2 Loans (i) on the last Business

Day of each Fiscal Quarter occurring after the

Amendment No. 10 Closing Date (commencing with the Fiscal Quarter ending June 30, 2025) but prior to the applicable Maturity

Date, a portion of the principal amount of all Term B-2 Loans then outstanding in an amount equal to 0.25% of the sum of the aggregate

principal amount of the Term B-2 Loans outstanding on the Amendment No. 10 Closing Date after giving effect to Amendment No. 10

(which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.3

of this Agreement, including prepayments made prior to the Amendment No. 10 Closing Date (and as a result of which no payments

will be required under this clause (i) after the Amendment No. 10 Closing Date)) and (ii) on the applicable Maturity Date,

the aggregate principal amount of all Term B-2 Loans outstanding on such date and all accrued and unpaid interest thereon.

shall pay to each Lender holding Term B-3 Loans (i) on the last Business Day of each Fiscal Quarter occurring after the Amendment

No. 10 Closing Date (commencing with the Fiscal Quarter ending June 30, 2025) but prior to the applicable Maturity Date, a

portion of the principal amount of all Term B-3 Loans then outstanding in an amount equal to 0.25% of the sum of the aggregate principal

amount of the Term B-3 Loans outstanding on the Amendment No. 10 Closing Date after giving effect to Amendment No. 10 (which

amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.3

of this Agreement, including prepayments made prior to the Amendment No. 10 Closing Date (and as a result of which no payments

will be required under this clause (i) after the Amendment No. 10 Closing Date)) and (ii) on the applicable Maturity Date,

the aggregate principal amount of all Term B-3 Loans outstanding on such date and all accrued and unpaid interest thereon.

(c)(d)     Borrower

shall pay to each Lender holding Term B-4 Loans (i) on the last Business Day of each Fiscal Quarter occurring after the Amendment

No. 11 Closing Date (commencing with the Fiscal Quarter ending June 30, 2026) but prior to the applicable Maturity Date, a

portion of the principal amount of all Term B-4 Loans then outstanding in an amount equal to 0.25% of the sum of the aggregate principal

amount of the Term B-4 Loans outstanding on the Amendment No. 11 Closing Date after giving effect to Amendment No. 11 (which

amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.3

of this Agreement, including prepayments made prior to the Amendment No. 11 Closing Date (and as a result of which no payments

will be required under this clause (i) after the Amendment No. 11 Closing Date)) and (ii) on the applicable Maturity Date,

the aggregate principal amount of all Term B-4 Loans outstanding on such date and all accrued and unpaid interest thereon.

2.3 Prepayments; Commitment Reductions.

(a) Voluntary Prepayments; Reductions in

Commitments.

(i)            Borrower

may prepay the Loans at any time (1) on at least three (3)Business Days’ prior written notice, in the case of Term SOFR Loans

and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower

to Agent, and Borrower may at any time and from time to time without prior notice permanently reduce or terminate the undrawn Commitments;

provided that any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof.

Any voluntary prepayment must be accompanied by the payment of any Term SOFR funding breakage costs, as applicable, in accordance with

Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction

or termination of the Commitments, Borrower’s right to request Loans, shall simultaneously be permanently reduced or terminated,

as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment

is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one

or more events described in the applicable notice. If no direction is given as to the application of prepayments, such prepayments shall

be applied first to the Term B-2 Facility until paid in full and,

second to the Term B-3 Facility and third to the Term B-4 Facility,

and, within each such Facility, to the amortization payments required by Section 2.2,

if any, in direct order of maturity and, thereafter, to the remaining balance of Term B-2 Loans or,

Term B-3 Loans or Term B-4 Loans, as applicable, then outstanding.

(ii)           In

the event that, on or prior to the date that is 6 months after the Amendment No. 10 Closing Date, Borrower (x) prepays,

refinances, substitutes or replaces any Term B-2 Loans or Term B-3 Loans with the proceeds of any new or replacement tranche of

long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the

Term B-2 Loans or Term B-3 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-2 Loans or Term B-3

Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-2 Loans or Term B-3 Loans

(other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition

referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable

Lenders holding Term B-2 Loans or Term B-3 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of

the aggregate principal amount of the Term B-2 Loans or Term B-3 Loans so prepaid and (B) in the case of clause (y), a fee

equal to 1.00% of the aggregate principal amount of the applicable Term B-2 Loans or Term B-3 Loans for which the All-In Yield has

been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date

of such amendment, as the case may be. For purposes of this Section 2.3(a)(ii),

a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to

finance such acquisition) by Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents

immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately

prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the

Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by

Borrower in good faith.

(iii)          In

the event that, on or prior to the date that is 6 months after the Amendment No. 11 Closing Date, Borrower (x) prepays, refinances,

substitutes or replaces any Term B-4 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are

broadly syndicated to banks and other institutional investors in financings similar to the Term B-4 Loans and have an All-in Yield that

is less than the All-in Yield of such Term B-4 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield

of the Term B-4 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative

acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the

applicable Lenders holding Term B-4 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate

principal amount of the Term B-4 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal

amount of the applicable Term B-4 Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be

due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a)(iii),

a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to finance

such acquisition) by Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to

the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation

of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation

and/or expansion of their combined operations following such consummation, as determined by Borrower in good faith.

(b)            Mandatory

Repayments.

(i)            Excess Cash

Flow. Within five Business Days after financial statements have been or are required to be delivered pursuant to Section 5.1(c) and

the related Compliance Certificate has been or is required to be delivered pursuant to Section 5.1(a), Borrower shall,

subject to clause (b)(v) of this Section 2.3, prepay an aggregate principal amount of Loans equal to (A) 50%

(such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for

the Fiscal Year covered by such financial statements (commencing with the Fiscal Year ending December 31, 2016) minus

(B) the sum of (i) all voluntary prepayments of Loans during such fiscal year pursuant to Section 2.3(a)(i) and Section 11.1(h) (it

being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal

the amount of cash used and not the principal amount deemed prepaid therewith) and

all voluntary prepayments of Loans (under and defined in the Term Loan A Credit Agreement during such fiscal year) and (ii) all

voluntary prepayments of loans under the Revolving Credit Agreement or any other revolving credit facilities during such Fiscal Year

to the extent accompanied by a corresponding permanent reduction in the commitments under the Revolving Credit Agreement or any

other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), to the extent such

prepayments are funded with Internally Generated Cash Flow; provided, further, that (x) the ECF Percentage shall

be 25% if the Consolidated Secured Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less

than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Consolidated Secured Net

Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.

(ii)           Prepayment

Dispositions. (A) If Borrower or any of its Restricted Subsidiaries receive Net Proceeds of any Prepayment Disposition, Borrower

shall prepay on or prior to the date which is five Business Days after the date of receipt of such Net Proceeds, subject to clause (b)(ii)(B),

clause (b)(ii)(C) and clause (b)(v) of this Section 2.3, an aggregate principal amount of Loans equal to 100% of

all Net Proceeds received; provided that if at the time that any such prepayment would be required pursuant to this clause (ii),

Borrower is required to repay or offer to repurchase any Indebtedness that is secured on a pari passu basis with the Obligations

under this Agreement pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Prepayment

Disposition (such Indebtedness required to be so repaid or offered to be so repurchased, “Other Applicable Indebtedness”),

then Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount

of the Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such

Net Proceeds allocated to any Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated

to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be

allocated to the prepayment of the Loans in accordance with the terms hereof and to the repurchase or prepayment of any other Other Applicable

Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this clause (ii) shall

be reduced accordingly and (B) to the extent the holders of any Other Applicable Indebtedness decline to have such indebtedness

repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such

rejection) be applied to prepay the Loans and to repurchase or prepay any other Other Applicable Indebtedness, as applicable, in accordance

with the terms hereof.

(B)           With respect

to any Net Proceeds received with respect to any Prepayment Disposition, at the option of Borrower and so long as no Event of Default

shall have occurred and be continuing, Borrower may reinvest all or any portion of such Net Proceeds in acquisitions, Investments

in Similar Businesses, or assets useful for its business within (x) 12 months following receipt of such Net Proceeds or (y) if

Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 12 months following receipt thereof, within 18

months following receipt thereof, and provided, further, that if any Net Proceeds are no longer intended to be or cannot

be so reinvested at any time after delivery of a notice of reinvestment election, or have not been reinvested within the time period

set forth above, an amount equal to any such Net Proceeds shall be applied as set forth in Section 2.3(b)(ii)(A) within

five Business Days after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested

to the prepayment of the Loans as set forth in this Section 2.3.

to any Net Proceeds received with respect to any Prepayment Disposition prior to or following the Amendment No. 7 Closing Date,

at the option of Borrower and so long as no Event of Default shall have occurred and be continuing, Borrower may apply all or any portion

of such Net Proceeds to redeem, repurchase, repay or otherwise satisfy Indebtedness for borrowed money of Borrower or its Restricted

Subsidiaries (or to replenish such amounts so applied, or to repay debt the proceeds of which were so applied) within 12 months following

receipt of such Net Proceeds, provided, that if any Net Proceeds are no longer intended to be or cannot be so applied, or have not been

applied within the time period set forth above, an amount equal to any such Net Proceeds shall be applied as set forth in Section 2.3(a)(ii)(A) or

(B) in accordance with the time periods set for therein following Borrower’s reasonable determination that such Net Proceeds

are no longer intended to be or cannot be so applied as set forth in this Section 2.3(b)(ii)(C).

(iii)          Prepayments

of Proceeds of Indebtedness. If Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (A) not expressly permitted

to be incurred or issued pursuant to Section 7.1 or (B) that constitutes Refinancing Indebtedness with respect to the

Loans or Indebtedness incurred pursuant to a Refinancing Amendment, Borrower shall prepay an aggregate principal amount of Loans equal

to 100% of all Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Proceeds.

(iv)          [Reserved]

(v)           Certain Dispositions. Notwithstanding any other provisions of this Section 2.3(b),

(A) to the extent that any or all of the Net Proceeds of any Prepayment Disposition by a Foreign Subsidiary giving rise to a

prepayment event pursuant to Section 2.3(b)(ii) (a “Foreign Disposition”), or Excess Cash Flow

attributable to any Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United

States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the

times provided in this Section 2.3(b) but may be retained by the applicable Foreign Subsidiary so long, but only so

long, as the applicable local law will not permit repatriation to the United States (Borrower hereby agreeing to cause the

applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such

repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable

local law, such repatriation will be promptly effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and

in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable, as reasonably

estimated by Borrower in good faith, or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.3(b) to

the extent provided herein and (B) to the extent that Borrower has determined in good faith that repatriation of any of or all

the Net Proceeds of any Foreign Disposition or Excess Cash Flow attributable to any Foreign Subsidiary would have a material adverse

Tax consequence (taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation) with

respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable

Foreign Subsidiary.

this Section 2.3 shall be accompanied by all accrued interest thereon, together with amounts payable pursuant to Section 2.3(a)(ii) and,

in the case of any such prepayment of a Term SOFR Loan on a date prior to the last day of a Interest Period, as applicable, therefor,

any amounts owing in respect of such Term SOFR Loan pursuant to Section 2.11(b).

(d)           Application of

Mandatory Prepayments. Mandatory prepayments shall be applied to the Loans as directed by Borrower; provided, that no prepayment

shall be applied to the Term B-3 Facility, Term B-2 Facility and/or the

Term B-4 Facility on a greater than pro rata basis relative to any

of the other of the Term B-3 Facility, Term B-2 Facility and/or

Term B-4 Facility, as applicable, in each case, based on the aggregate principal amount of Term B-2 Loans and,

Term B-3 Loans and Term B-4 Loans outstanding at such time. If no

direction is given as to the application of prepayments, such prepayments shall be applied first to the Term B-2 Facility until paid

in full, and then to the Term B-3 Facility until paid in full, and then

to the Term B-4 Facility, and within each such Facility, to the amortization payments required by Section 2.2, if any, in

direct order of maturity and, thereafter, to the remaining balance of Term B-2 Loans or,

Term B-3 Loans or Term B-4 Loans, as applicable, then outstanding.

(e)            No

Implied Consent. Nothing in this Section 2.3 shall be construed to constitute Agent’s or any Lender’s consent

to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.

2.4           Use

of Proceeds. Borrower shall utilize the proceeds of the Term B-2 Loans and Term B-3 Loans made on the Amendment No. 10

Closing Date, (i) to repay an equivalent amount of Loans outstanding immediately prior to the Amendment No. 10 Closing

Date and (ii) to pay accrued interest, fees, costs and expenses in connection with the foregoing (including any original issue

discount or upfront fees). Borrower shall utilize the proceeds of the

Term B-4 Loans made on the Amendment No. 11 Closing Date (i) to repay an equivalent amount of Term B-2 Loans and Term B-3

Loans outstanding on the Amendment No. 11 Closing Date and (ii) to pay accrued interest, fees, costs and expenses in

connection with the foregoing (including any original issue discount or upfront fees).

2.5          Interest; Applicable Margins.

(a)          Borrower shall pay

interest to Agent, for the ratable benefit of Lenders, in arrears on each applicable Interest Payment Date, at the following rates of

interest on the unpaid principal amount of each:

(i) Base Rate Loans at the Base Rate plus

the Base Rate Margin.

(ii) [reserved].

(iii) Term SOFR Loans at Term SOFR plus

the Term SOFR Margin.

(b)           If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof

will be extended to the next succeeding Business Day (except as set forth in the definition of Interest Period, as applicable), and,

with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Fees are calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual

number of days occurring in the period for which such interest and Fees are payable, except that with respect to Base Rate Loans based

on the prime or base commercial lending rate the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may

be) day year for the actual days elapsed. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence

of the correctness of such rates and Fees.

(d)           All

overdue amounts not paid when due hereunder shall bear interest in an amount equal to two percentage points (2.00%) per annum above

the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent and Requisite Lenders elect to impose a

smaller increase (the “Default Rate”), accruing from the initial date of such non-payment until such payment is

made and shall be payable upon demand.

(e)           [reserved].

(f)

Borrower shall have the option to (i) request that any loan be made as a

Term SOFR Loan or a Base Rate Loan, (ii) convert any Base Rate Loan to a Term SOFR Loan, (iii) convert any Term SOFR Loan

to a Base Rate Loan subject to payment of Term SOFR breakage costs in accordance with Section 2.11(b) if such

conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of

any Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period and the succeeding Interest Period of that

continued Loan shall commence on the first day after the last day of the Interest Period of the Loan to be continued; provided, however,

that no Loan shall be converted to, or continued at the end of the Interest Period applicable thereto as a Term SOFR Loan for an

Interest Period of longer than one (1) month if any Event of Default has occurred and is continuing. Any Loan or group of Loans

having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Loan must be in a minimum amount

of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New

York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at Term SOFR,

(2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (3) the date on which

Borrower wishes to convert any Base Rate Loan to a Term SOFR Loan for an Interest Period designated by Borrower in such election. If

no election is received with respect to a Term SOFR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the

end of the Interest Period with respect thereto (or if an Event of Default has occurred and is continuing), that Term SOFR Loan

shall be converted to a Term SOFR Loan with an Interest Period of one month at the end of its Interest Period. Borrower must make

such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such

election must be made pursuant to a Notice of Conversion/Continuation.

(g)           Anything herein to

the contrary notwithstanding, the obligations of Borrower hereunder shall be subject to the limitation that payments of interest shall

not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for

or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting

the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event Borrower shall

pay such Lender interest at the highest rate permitted by applicable law (the “Maximum Lawful Rate”); provided,

however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower

shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf

of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation

of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder

shall be paid at the rate(s) of interest and in the manner provided in Sections 2.5(a) through (e), unless and

until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall

the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received

had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated

pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number

of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.5(f), a court

of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate,

Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.9

and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

2.6           [Reserved].

2.7           Fees.

(a)           Borrower shall pay

on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s

Loan, an upfront fee (the “Upfront Fee”) in amount equal to 2.00% of the stated principal amount of such Lender’s

Loan made on the Closing Date. Such Upfront Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable

and non-creditable thereafter. Such Upfront Fee shall be netted against Loans made by such Lender on the Closing Date.

(b)           Borrower shall pay

the fee specified in Section 2.3(a)(ii) if, as and when such fee shall become due in accordance with the terms of this

Agreement.

to the applicable Lead Arranger, Bookrunner or Lender any other fees that have been separately agreed to between Borrower and any applicable

Lead Arranger, Bookrunner or Lender.

2.8            Receipt

of Payment. Borrower shall make each payment under this Agreement not later than 3:00 p.m. (New York time) on the day when due

in immediately available funds in Dollars to Agent at its address listed on Annex A. For purposes of computing interest and Fees, all

payments shall be deemed received on the Business Day on which immediately available funds are received by Agent at its address listed

on Annex A prior to 3:00 p.m. (New York time). Payments received after 3:00 p.m. (New York time) on any Business Day, or on

a day that is not a Business Day, shall be deemed to have been received on the following Business Day. Agent shall distribute such payments

to Lender or other applicable Persons in like funds as received.

2.9            Application

and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled

payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the

provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d).

All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined

by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, Borrower hereby irrevocably waives

the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments shall be applied

as directed by Borrower in accordance with the provisions of Section 2.3(a). In all circumstances after an Event of Default,

all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees

and Agent’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as

to each Loan; and (3) to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable

under Section 12.3.

2.10         Evidence

of Debt. Upon the request of any Lender made through Agent, Borrower shall execute and deliver to such Lender (through Agent) one

or more Notes, which shall evidence such Lender’s Loans.

2.11 Indemnity.

(a)           Each Credit Party

that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lead Arrangers, the Lenders, and

their respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents, advisors and

representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings,

claims, damages, actual losses, liabilities, and out-of-pocket expenses (including reasonable attorneys’ fees and

disbursements and other reasonable documented out-of-pocket costs of investigation or defense, including those incurred upon any

appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been

extended, suspended or terminated under this Agreement, the other Loan Documents and the administration of such credit, and in

connection with or arising out of the transactions contemplated hereunder (including the syndication of each Facility) and

thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and

reasonable, out-of-pocket legal costs and expenses arising out of or incurred in connection with disputes between or among any

parties to any of the Loan Documents; provided that no such Credit Party shall be liable for any indemnification to an

Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, actual loss, liability, or expense results

from that Indemnified Person’s (or such Indemnified Person’s Related Persons) gross negligence, bad faith, willful

misconduct or material breach of any of its obligations under any Loan Document as determined by a court of competent jurisdiction

in a final and non-appealable judgment; provided, further, that no Indemnified Person will be indemnified for any such

cost, expense or liability to the extent of any dispute solely among Indemnified Persons (other than any claims against Agent or

Lead Arrangers acting in its capacity as such) that does not involve actions or omissions of any Credit Party or any of its

Affiliates. In the absence of an actual conflict of interest, or the written opinion of counsel that a potential conflict of

interest exists, Borrower and its Subsidiaries will not be responsible for the fees and expenses of more than one legal counsel for

all Indemnified Persons and appropriate local legal counsel; provided that in the case of an actual conflict of interest, or

the written opinion of counsel that a potential conflict of interest exists, Borrower and its Subsidiaries shall be responsible for

one additional counsel in each applicable jurisdiction for the affected Indemnified Parties, taken as a whole. To the extent

permitted by applicable law, no party hereto shall be responsible or liable to any other Person party to any Loan Document, any

successor, assignee, or third party beneficiary of such person or any other person asserting claims derivatively through such Party,

for indirect, punitive, exemplary or consequential damages which may be alleged as a result of credit having been extended,

suspended, or terminated under any Loan Document or as a result of any other transaction contemplated hereunder or thereunder; provided

that nothing hereunder in this sentence shall limit any Credit Party’s indemnity and reimbursement obligations to the extent

set forth herein. No Indemnified Person referred to in this clause (a) shall be liable for any damages arising from the

use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other

information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated

hereby or thereby.

(b)           To induce Lenders

to provide the Term SOFR option on the terms provided herein, if (i) any Term SOFR Loans are repaid in whole or in part prior to

the last day of any applicable Interest Period, as applicable (whether that repayment is made pursuant to any provision of this Agreement

or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default

in payment when due of the principal amount of or interest on any Term SOFR Loan; (iii) Borrower shall refuse to accept any borrowing

of, or shall request a termination of, any borrowing of, conversion into or continuation of, Term SOFR Loans after Borrower has given

notice requesting the same in accordance herewith; (iv) Borrower shall fail to make any prepayment of a Term SOFR Loan after Borrower

has given a notice thereof in accordance herewith; or (v) an assignment of Term SOFR Loans is mandated pursuant to Sections 2.14(d) or

12.2(d), then Borrower shall indemnify and hold harmless each Lender from and against all actual losses, costs and reasonable

documented out-of-pocket expenses resulting from or arising from any of the foregoing. Such indemnification shall include any actual

and documented out-of-pocket loss or expense (other than loss of anticipated profits), if any, arising from the reemployment of funds

obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts

payable to a Lender under this Section 2.11(b), each Lender shall be deemed to have actually funded its relevant Term SOFR

Loan through the purchase of a deposit bearing interest at Term SOFR in an amount equal to the amount of that Term SOFR Loan, as applicable,

and having a maturity comparable to the relevant Interest Period, as applicable; provided that each Lender may fund each of its

Term SOFR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable

under this Section 2.11(b). This covenant shall survive the termination of this Agreement and the payment of the Obligations

hereunder and all other amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower

with its written and detailed calculation of all amounts payable pursuant to this Section 2.11(b), and such calculation shall

be binding on the parties hereto absent manifest error, in which case Borrower shall object in writing within ten (10) Business

Days of receipt thereof, specifying the basis for such objection in detail.

2.12         Interest

Rate Determination.

(a)           Subject to

clauses (b)-(g) below, if (A) Agent determines that Term SOFR cannot be determined in accordance with the terms of this

Agreement or (B) the Requisite Lenders determine that Term SOFR does not adequately and fairly reflect the cost to such Lenders

of making or maintaining Term SOFR Loans and delivers written notice of such determination to Agent, Agent will promptly so notify

Borrower and each applicable Lender. Upon notice thereof by Agent to Borrower, any obligation of the Lenders to make Term SOFR

Loans, and any right of Borrower to convert any Loan to or continue any Loan as a Term SOFR Loan, shall be suspended (to the extent

of the affected Term SOFR Loans or the affected Interest Periods) until Agent (with respect to subclause (B), at the instruction of

the Requisite Lenders) revokes such notice. Upon receipt of such notice, (x) Borrower may revoke any pending request for a

borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or the affected

Interest Periods) and (y) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans

at the end of the applicable Interest Period. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on

the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.11.

(b)           If,

after the date hereof, the introduction of, or any change in, any applicable law has made it unlawful or impossible, or any

Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of its Affiliates) to honor

its obligations hereunder to make or maintain any Term SOFR Loan, or to determine or charge interest based upon the Benchmark, SOFR

or Term SOFR, such Lender shall promptly give notice thereof to Agent and Agent shall promptly give notice to Borrower and the other

Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies Agent and Agent notifies

Borrower that the circumstances giving rise to such determination no longer exist:

(i)           with

respect to SOFR or Term SOFR, any obligation of such Lender to make Term SOFR Loans, and any obligation of such Lender to convert

any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan, shall be suspended and, if necessary to avoid such

illegality, Agent shall compute the Base Rate without reference to clause (iii) of the definition of “Base Rate”.

Upon receipt of an Illegality Notice with respect to SOFR or Term SOFR, Borrower shall, if necessary to avoid such illegality, upon

demand from such Lender (with a copy to Agent), prepay or convert all Term SOFR Loans to Base Rate Loans (in each case, if necessary

to avoid such illegality, Agent shall compute the Base Rate without reference to clause (iii) of the definition thereof), on

the last day of the Interest Period therefor, if such affected Lenders may lawfully continue to maintain such Term SOFR Loans to

such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such

prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any

additional amounts required pursuant to Section 2.11.

to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, Agent and Borrower may amend

this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition

Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after Agent has posted such proposed

amendment to all affected Lenders and Borrower so long as Agent has not received, by such time, written notice of objection to such amendment

from Lenders comprising the Requisite Lenders.

(d)           In connection with

the use, administration, adoption or implementation of a Benchmark Replacement, Agent will have the right to make Benchmark Replacement

Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments

implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party

to this Agreement or any other Loan Document.

(e)           The

Agent will promptly notify Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the

implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes in

connection with the use, administration, adoption or implementation of a Benchmark Replacement, (iv) the removal or

reinstatement of any tenor of a Benchmark pursuant to clause (m) below and (v) the commencement or conclusion of any

Benchmark Unavailability Period. Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or

group of Lenders) pursuant to this Section 2.12, 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 2.12.

(f)           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 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 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 or will be no longer representative, then Agent may

modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable

or non-representative tenor and (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 no longer be, representative for a Benchmark (including a Benchmark

Replacement), then Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time

to reinstate such previously removed tenor.

(g)           Upon Borrower’s

receipt of notice of the commencement of a Benchmark Unavailability Period with respect to any given Benchmark, (i) Borrower may

revoke any pending request for a Term SOFR Loan, conversion to or continuation of Term SOFR Loans to be made, converted or continued,

as applicable, during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Term SOFR Loan,

if applicable, Borrower will be deemed to have converted any such request into a request for a conversion to Base Rate Loans and (ii) any

outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted to Base Rate Loans at the end of the applicable

Interest Period. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted,

together with any additional amounts required pursuant to Section 2.11. During any Benchmark Unavailability Period or at any time

that any tenor for the then-current Benchmark is not an Term SOFR 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.

2.13         Taxes.

(a)           All

payments by or on account of any obligation of any Credit Party hereunder or under any other Loan Document shall be made, in

accordance with this Section 2.13, free and clear of and without withholding or deduction for any Taxes, except as

required by applicable law. If any Withholding Agent shall be required by law to withhold or deduct any Taxes from or in respect of

any sum payable hereunder (including any payments made pursuant to this Section 2.13) or under any other Loan Document,

(i) if such Tax is an Indemnified Tax, the sum payable by the applicable Credit Party shall be increased, without duplication,

as much as shall be necessary so that, after making all required withholdings and deductions (including withholdings and deductions

applicable to additional sums payable under this Section 2.13), Agent or Lenders, as applicable, receive an amount equal

to the sum they would have received had no such withholdings and deductions been made, (ii) the relevant Withholding Agent

shall make such withholdings and deductions, and (iii) such Withholding Agent shall pay the full amount deducted to the

relevant Governmental Authority in accordance with applicable law. Each Lender agrees that, as promptly as reasonably practicable

after it becomes aware of any circumstances which would result in additional payments under this Section 2.13, it shall

notify Borrower thereof.

(b)           Without

duplication of any obligation set forth in subsection (a), each Credit Party shall timely pay any Other Taxes to the relevant Governmental

Authority (or, at the option of Agent, to Agent as reimbursement for Agent’s payment thereof).

shall, without duplication of any obligation set forth in subsection (a), jointly and severally indemnify and, within ten (10) days

of demand therefor, pay Agent and each Lender for the full amount of Indemnified Taxes (including, any Indemnified Taxes imposed by any

jurisdiction on amounts payable under this Section 2.13) paid by (or on behalf of) Agent or such Lender as a result of payments

made pursuant to this Agreement or any other Loan Document, as appropriate, and any reasonable expenses arising therefrom or with respect

thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate

as to the amount of such Taxes and evidence of payment thereof submitted to the Credit Parties shall be conclusive evidence, absent manifest

error, of the amount due from the Credit Parties to Agent or such Lenders. Upon actually learning of the imposition of any such Taxes,

Agent or such Lender, as the case may be, shall act in good faith to notify Borrower of the imposition of such Taxes arising hereunder.

(d)           Any Lender that

is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement or any other

Loan Documents shall deliver to Borrower (with a copy to Agent), at the time or times reasonably requested by Borrower or Agent,

such properly completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments to be made

without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, each Lender, and any

successor or assignee of a Lender, that is a “United States person” within the meaning of section 7701(a)(30) of the IRC

shall deliver to Borrower (with a copy to Agent) a properly completed and executed IRS Form W-9 and such other documentation or

information prescribed by applicable law or reasonably requested by Agent or Borrower to (i) determine whether such Lender is

subject to backup withholding or information reporting requirements and (ii) for Borrower to comply with its obligations under

FATCA. Each Lender, and any successor or assignee of a Lender, that is not a “United States person” as defined in

section 7701(a)(30) of the IRC (“Foreign Lender”) to whom payments to be made under this Agreement may be exempt

from, or eligible for a reduced rate of, United States withholding tax (as applicable) shall, at the time or times prescribed by

applicable law, provide to Borrower (with a copy to Agent) a properly completed and executed IRS Form W-8ECI, Form W-8BEN,

Form W-8BEN-E, Form W-8IMY or other applicable form, certificate (including, but not limited to, certification, if

applicable, that such Foreign Lender is not a “bank,” a “10 percent shareholder,” or a “controlled

foreign corporation” for purposes of the portfolio interest exemption of section 881(c) of the IRC, a “Tax

Compliance Certificate”) or document prescribed by the IRS or the United States. Each Lender shall deliver to Borrower and

Agent (in such number of copies as shall be requested by Borrower or Agent) on or prior to the date on which such Lender becomes a

Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Agent), executed originals

of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding

tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or

Agent, as applicable, to determine the withholding or deduction required to be made. Notwithstanding anything to the contrary in

this paragraph, the completion, execution, and submission of such documentation (other than (A) IRS Form W-9,

(B) applicable IRS Form W-8, (C) a Tax Compliance Certificate, if applicable, and (D) any information or

documentation reasonably requested by Borrower or Agent in connection with FATCA (which, for this purpose shall include any

amendments made to FATCA after the date hereof)) shall not be required if in the Lender’s reasonable judgment such completion,

execution, or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the

legal or commercial position of such Lender. Each Lender agrees that if any form or certification it previously delivered expires or

becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Agent in

writing of its legal inability to do so.

(e)           If Agent or any Lender,

as applicable, determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it

has been indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section 2.13,

it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by

such Credit Party under this Section 2.13 with respect to the Taxes giving rise to such refund), net of all out-of-pocket

expenses of Agent or Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to

such refund). Such Credit Party, upon the request of Agent or Lender, shall repay to Agent or Lender the amount paid over pursuant to

this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that

Agent or Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph

(e), in no event will Agent or a Lender be required to pay any amount to a Credit Party pursuant to this paragraph (e) the payment

of which would place Agent or Lender in a less favorable net after-Tax position than Agent or such Lender would have been in if the Tax

subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification

payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require Agent or

any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to a Credit

Party or any other Person.

(f)            Each

Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes

attributable to such Lender (but only to the extent that a Credit Party has not already indemnified Agent for such Indemnified Taxes

and without limiting the obligation of any Credit Party to do so), (ii) any Taxes attributable to such Lender’s failure

to comply with the provisions of Section 11.1(c) relating to the maintenance of a Participant Register and

(iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any

Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or

legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability

delivered to any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply

any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to the Lender from any

other source against any amount due to Agent under this paragraph (f).

(g)           The provisions of

this Section 2.13 shall survive the termination of this Agreement and repayment of all Obligations hereunder.

2.14          Capital

Adequacy; Increased Costs; Illegality.

(a)           If any Lender

shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding

capital adequacy, liquidity, reserve requirements or similar requirements or compliance by any Lender with any request or directive

regarding capital adequacy, liquidity, reserve requirements or similar requirements (whether or not having the force of law), in

each case, adopted after the Closing Date, from any central bank or other Governmental Authority increases or would have the effect

of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate

of return on such Lender’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time upon

demand by such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts

sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and setting forth in

reasonable detail the basis of the computation thereof submitted by such Lender to Borrower and to Agent shall, absent manifest

error, be final, conclusive and binding for all purposes.

(b)           If, due to either

(i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance

with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each

case adopted after the Closing Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or

maintaining, continuing, converting to any Term SOFR Loan, or there shall be a Tax (other than Indemnified Taxes or Excluded Taxes) on

any Recipient on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, or other

liabilities, or capital attributable thereto, then Borrower shall from time to time, upon demand by such Lender (with a copy of such

demand to Agent), pay to Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased

cost. A certificate setting forth in reasonable detail the amount of such increased cost and the basis of the calculation thereof, submitted

to Borrower and to Agent by such Lender, shall, absent manifest error, be final, conclusive and binding for all purposes. Each Lender

agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such

increased cost, the affected Lender shall, to the extent not inconsistent with such Lender’s internal policies of general application,

use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrower pursuant to this Section 2.14(b).

to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation

thereof) shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender

to agree to make or to make or to continue to fund or maintain any Term SOFR Loan, as contemplated by this Agreement, then, unless that

Lender is able to make or to continue to fund or to maintain such SOFR Loan at another branch or office of that Lender without, in that

Lender’s reasonable opinion, materially adversely affecting it or its Loans or the income obtained therefrom, on notice thereof

and demand therefor by such Lender to Borrower through Agent, (i) the obligation of such Lender to agree to make or to make or to

continue to fund or maintain such Term SOFR Loans, as the case may be, shall terminate and (ii) Borrower shall forthwith prepay

in full all outstanding Term SOFR Loans, as applicable owing by it to such Lender, together with interest accrued thereon, unless such

Lender may maintain such Term SOFR Loans through the end of such Interest Period, as applicable, under applicable law or unless Borrower,

within five Business Days after the delivery of such notice and demand, converts all Term SOFR Loans, as applicable, into Base Rate Loans.

Notwithstanding the foregoing, if Borrower provides Agent and the Affected Lender notice that it seeks to replace such Affected Lender

in accordance with Section 2.14(d), Borrower’s obligation to prepay Loans pursuant to this Section 2.14(c) shall

be suspended; provided that if no Replacement Lender is found within the time provided for in Section 2.14(d), Borrower

shall have five Business Days to prepay such Affected Lender’s Term SOFR Loans, as applicable. In the event Borrower relies on

this provision to suspend its obligation to prepay Term SOFR Loans, such Loans shall be converted to Base Rate Loans at the end of the

applicable Interest Period.

(d)           Within thirty

(30) days after receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for

payment of additional amounts or increased costs as provided in Sections 2.13(a), 2.14(a) or 2.14(b), or

notice and demand that Borrower prepay Loans pursuant to Section 2.14(c), Borrower may, at its option, notify Agent and

such Affected Lender of its intention to replace the Affected Lender. So long as no Event of Default has occurred and is continuing,

Borrower, with the consent of Agent, may obtain, at Borrower’s expense, a replacement Lender (“Replacement

Lender”) for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a

Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign

its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected

Lender and all accrued interest and Fees with respect thereto through the date of such sale and such assignment shall not require

the payment of an assignment fee to Agent; provided, that Borrower shall have reimbursed such Affected Lender for the

additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and

assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender

rescinds its demand for increased costs or additional amounts within 15 days following its receipt of Borrower’s notice of

intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace

such Affected Lender within ninety (90) days thereafter, Borrower’s rights under this Section 2.14(d) shall

terminate with respect to such Affected Lender for such request for additional amounts or increased costs and Borrower shall

promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to Sections 2.13(a), 2.14(a) and 2.14(b).

An exercise of Borrower’s option under this Section 2.14(d) shall not suspend Borrower’s obligation to

pay such increased costs or additional amounts demanded by such Affected Lender pursuant to Sections 2.13(a), 2.14(a) and 2.14(b) until

such Affected Lender is replaced.

(e)           It

is understood and agreed that (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines or

directives in connection therewith (collectively, the “Dodd-Frank Act”) are deemed to have been adopted and gone

into effect after the date of this Agreement to the extent necessary to provide Lenders with the benefit of this Section 2.14

with respect to any “change in law or regulation” resulting from the Dodd-Frank Act and (y) all requests, rules,

guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any

successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall,

for the purposes of this Agreement, be deemed to have been adopted and gone into effect after the date of this Agreement to the

extent necessary to provide Lenders with the benefit of this Section 2.14 with respect to any “change in law or

regulation” resulting from Basel III.

(f)            No Lender shall request

compensation under Section 2.14(a) or (b) hereof unless such Lender is generally requesting similar compensation

from its borrowers with similar provisions in their loan or credit documents. Borrower shall not be required to compensate a Lender for

any increased costs incurred or reduced rate of return suffered more than six months prior to the date that the Lender notifies Borrower

of the change in law giving rise to such increased costs or reduced return and of such Lender’s intention to claim compensation

therefor; provided that to the extent the change is law is retroactive to a date that is prior to the date such change in law

is enacted, such six months period shall commence on the date of enactment of such change in law.

(g)           Within thirty (30)

days after receipt by Borrower of written notice and demand from any Affected Lender for payment of additional amounts or increased costs

as provided in Sections 2.13(a), 2.14(a) or 2.14(b), then such Lender shall (at Borrower’s request) use

reasonable efforts to designate a different lending office for funding or booking its Loans or to assign its rights and obligations hereunder

to another of its offices, branches, or affiliates, if, in the good-faith judgment of such Lender, such designation or assignment (i) would

eliminate or reduce amounts payable pursuant to Sections 2.13(a), 2.13(b), 2.14(a), or 2.14(b), as the case

may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous

to such Lender. Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or

assignment.

2.15         Incremental

Loans.

(a)           Borrower

may, by written notice to Agent from time to time, request an increase in the principal amount of the Loans, or request one or more

additional tranches of Loans (the “Incremental Loans”); provided that the aggregate principal amount of

Incremental Loans incurred under this Section 2.15 after the Amendment No. 8 Closing Date shall not exceed an

amount equal to the sum of (a) (I) $100 million, plus (II) $150 million minus the aggregate principal

amount of Indebtedness outstanding and secured at the time pursuant to clause (6)(B)(y)(i) of the definition of

“Permitted Liens”, plus (b) an additional amount so long as, after giving effect to the incurrence of such

additional amount, (i) Borrower could incur $1.00 of additional Indebtedness under Section 7.1(a) and

(ii) the pro forma Consolidated Secured Net Leverage Ratio of Borrower (calculated without netting the cash proceeds of

such Incremental Loans) does not exceed 3.00:1.00 (the “Ratio Incremental Basket”). Such notice shall set forth

(x) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum

amount of $5,000,000), (y) the date on which such Incremental Commitments are requested to become effective (which shall not be

less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods

as Agent shall agree)) and (z) whether such Incremental Loans are intended to be increases to the existing Loans or are

intended to be a new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders

(each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

(b)           It shall be a condition precedent to the incurrence of the Incremental Loans that

(i) no Default or Event of Default shall have occurred and be

continuing immediately prior to or immediately after the incurrence of such the Incremental Loan, (ii) the representations and

warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on

and as of the date the Incremental Loans are made, except to the extent that such representations or warranties expressly relate to

an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (iii) the

terms of such Incremental Commitments and the Incremental Loans thereunder shall comply with Section 2.15(c); provided

that the foregoing clauses (i) and (ii) will not be required to apply to the extent that the proceeds of the Incremental

Loans are being used to finance a Limited Condition Acquisition.

terms of the Incremental Loans shall be determined by Borrower and the Persons providing the Incremental Loans (each, an “Incremental

Lender”) and set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental

Loans shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Incremental Loans shall

be no shorter than the remaining Weighted Average Life to Maturity of any then-existing Loans, (iii) the Incremental Loans will

rank pari passu in right of payment and with respect to security with the Loans, (iv) none of the borrower or guarantors

with respect to the Incremental Loans shall be a Person that is not a Credit Party and the Incremental Loans shall not be secured by

assets that do not constitute Collateral, (v) with respect to any Incremental Loans incurred pursuant to clause (a) of this

Section 2.15, (x) if the All-in Yield on any tranche of such Incremental

Loans incurred within six (6) months of the Amendment No. 811

Closing Date exceeds the initial All-in Yield for the Term B-2-4

Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Term B-2

Loan Yield Differential”) or (y) if the All-in Yield on any tranche of such Incremental Loans incurred within six (6) months of

the Amendment No. 9 Closing Date exceeds the initial All-in Yield for the Term B-3 Loans by more than 50 basis points (the amount of

such excess above 50 basis points being referred to herein as the “Term B-3-4

Loan Yield Differential”), then the Applicable Margin for such Term B-2-4

Loans or Term B-3 Loans, as applicable, shall automatically be increased by the

Term B-2-4 Loan Yield Differential or

Term B-3 Loan Yield Differential applicable to such Term B-2 Loans or Term B-3 Loans, as applicable, effective upon

the making of the Incremental Loans (and Borrower shall be entitled, without the consent of any other Lender, to increase the All-in

Yield on such Term B-2-4 Loans or

Term B-3 Loans, as applicable, as necessary to ensure the Incremental Loans are “fungible” with suchthe

Term B-2 Loans or Term B-3-4 Loans, as

applicable), (vi) the Incremental Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments

hereunder and (vii) to the extent the terms of the Incremental Loans are inconsistent with the terms set forth herein (except as

set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent.

(d)          In connection with

any Incremental Loans, Borrower, Agent and each applicable Incremental Lender shall execute and deliver to Agent an amendment to this

Agreement (which may take the form of an amendment and restatement of this Agreement) (an “Incremental Amendment”)

and such other documentation as Agent shall reasonably specify to evidence the Incremental Loans of each Incremental Lender. Agent shall

promptly notify each Lender as to the effectiveness of each Incremental Amendment. Any Incremental Amendment may, without consent of

any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable

opinion of Agent and Borrower, to effect the provisions of this Section 2.15, including any amendments necessary to establish

the Incremental Loans as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the

reasonable opinion of Agent and Borrower in connection with the establishment of such new class or tranche, in each case on terms consistent

with this Section 2.15.

(e)         This Section 2.15 shall supersede any provision in Section 2.9 or 12.2.

2.16 Refinancing Facilities.

(a)           Borrower may, by written notice to Agent from time to

time, request loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the

“Refinanced Loans”), and, with respect to the Excess Amount, for general corporate purposes, in an aggregate

principal amount not to exceed (i) the aggregate principal amount of the Refinanced Loans, plus (ii) any accrued interest,

fees, costs and expenses related thereto (including any original issue discount or upfront fees) (clauses (i) and

(ii) together, the “Refinancing Amount”), plus (iii) an additional amount not to exceed $1,500,000 (the

“Excess Amount”). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be

in minimum increments of $1,000,000 and a minimum amount of $5,000,000), and (ii) the date on which the applicable Refinancing

Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date

of such notice (or such longer or shorter periods as Agent shall agree)). Borrower may seek Refinancing Loans from existing Lenders

(each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

(b)           It shall be a condition precedent to the incurrence of

any Refinancing Loans that (i) no Default or Event of Default

shall have occurred and be continuing immediately prior to or immediately after giving effect to such the incurrence of the

Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.16 and

(iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the Refinancing Amount shall be applied

to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).

terms of any Refinancing Loans shall be determined by Borrower and the Persons providing the Refinancing Loans (each, a

“Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity

date of any Refinancing Loans shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of

the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans,

(iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of

the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Credit Party and the Refinancing Loans

shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original

issue discount and premiums applicable to the Refinancing Loans shall be determined by Borrower and the applicable Refinancing

Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory

prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth

herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent.

(d)           In connection with

any Refinancing Loans, Borrower, Agent and each applicable Refinancing Lender shall execute and deliver to Agent an amendment to this

Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”)

and such other documentation as Agent shall reasonably specify to evidence such Refinancing Loans. Agent shall promptly notify each Lender

as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect

such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable

opinion of Agent and Borrower, to effect the provisions of this Section 2.16, including any amendments necessary to establish

the applicable Refinancing Loans as a new class or tranche of Loans, and such other technical amendments as may be necessary or appropriate

in the reasonable opinion of Agent and Borrower in connection with the establishment of such new class or tranche, in each case on terms

consistent with this Section 2.16.

(e)           This Section 2.16 shall supersede any provision in Section 2.9, 2.15(c), or 12.2.

2.17 Extended Loan.

(a)           Borrower

may, by written notice to Agent from time to time, request an extension (each, an “Extension”) of the Maturity

Date of any class of Loans to the extended maturity date specified in such request. Such notice shall set forth (i) the amount

of the applicable class of Loans to be extended (the “Extended Loans”) (which shall be in minimum increments of

$1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Extension is requested to become effective (which

shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such requested Extension (or such

longer or shorter periods as Agent shall agree)) and (iii) identifying the relevant class or classes of Loans to which such

requested Extension relates. Each Lender of the applicable class shall be offered (an “Extension Offer”) an

opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such

class pursuant to procedures established by, or reasonably acceptable to, Agent. If the aggregate principal amount of Loans in

respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of

Loans requested to be extended by Borrower pursuant to such Extension Offer, then the Loans of Lenders of the applicable class shall

be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of

record) with respect to which such Lenders have accepted such Extension Offer.

(b)           It shall be a condition

precedent to the effectiveness of any Extension that (i) no Default or Event of Default shall have occurred and be continuing immediately

prior to and immediately after giving effect to such Extension and (ii) the terms of such Extended Loans shall comply with Section 2.17(c).

terms of each Extension shall be determined by Borrower and the Lenders agreeing to such extension (the “Extending Lenders”)

and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Loan shall be no earlier

than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Extended Loans shall be no shorter than the remaining

Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security,

(iv) none of the borrower and the guarantors of the Extended Loans shall be a Person that is not a Credit Party and the Extended

Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original

issue discounts and premiums applicable to any Extended Loan shall be determined by Borrower and the applicable extending Lender, (vi) the

Extended Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to

the extent the terms of the Extended Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through

(vi) above), such terms shall be reasonably satisfactory to Agent.

(d)           In connection with

any Extension, Borrower, Agent and each applicable extending Lender shall execute and deliver to Agent an amendment to this Agreement

(which may take the form of an amendment and restatement of this Agreement) (a “Extension Amendment”) and such other

documentation as Agent shall reasonably specify to evidence the Extension. Agent shall promptly notify each Lender as to the effectiveness

of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and

the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of Agent and Borrower,

to implement the terms of any such Extension, including any amendments necessary to establish Extended Loans as a new class or tranche

of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection

with the establishment of such new class or tranche, in each case on terms consistent with this Section 2.17).

(e)          This Section 2.17 shall supersede any provision in Section 2.9 or 12.2.

3. CONDITIONS PRECEDENT

3.1            Conditions

to the Closing Date. This Agreement shall become effective, and each Lender shall be obligated to fund its Loans, on the date that

the following conditions have been satisfied (or waived in accordance with Section 12.2):

(a)           Loan Documents. The following documents shall have been

duly executed by Borrower, each other Credit Party, Agent and the Lenders party thereto; and Agent shall have received such documents,

instruments and agreements, each in form and substance reasonably satisfactory to Agent, each Lead Arranger and each Lender:

(i)            Agreement.

Duly executed originals of this Agreement, dated the Closing Date, and all annexes, exhibits and schedules hereto.

(ii)           Security

Agreements. Duly executed originals of the Security Agreement, dated the Closing Date, and all Annexes, Exhibits and Schedules thereto.

(iii)          Intellectual

Property Security Agreements. Duly executed originals of Intellectual Property Security Agreements, dated the Closing Date, with

respect to Copyrights, Patents and Trademarks and in form and substance reasonably satisfactory to Agent (it being understood that the

forms attached to the Security Agreement are reasonably satisfactory to Agent).

(iv)         ABL

Intercreditor Agreement. Duly executed originals of the ABL Intercreditor Agreement, dated the Closing Date.

(v)           [Reserved].

(vi)          Lien, Tax, and

Judgment Searches. Agent shall have received the result of recent lien, Tax and judgment searches in each of the jurisdictions reasonably

requested by it and such lien searches shall reveal no Liens on any of the assets of the Credit Parties, other than Permitted Liens.

(vii)         Filings, Registrations,

and Recordings. Subject to the last paragraph of this Section, (A) Agent shall have received each document (including, without

limitation, any financing statement authorized for filing under the Code) reasonably requested by Agent to be filed, registered or recorded

in order to create in favor of Agent, for the benefit of the Lenders and other Secured Parties, a perfected Lien on the Collateral described

therein (subject to Permitted Liens) which can be perfected by the filing of such document and authorization for filing, registering

or recording each such document (including, without limitation, any financing statement authorized for filing under the Code) and (B) Memorandum

of Security Agreements dated the Closing Date shall have been delivered for recording with the Surface Transportation Board.

(viii)        Notes. If

requested by Lenders, duly executed originals of the Notes for each applicable Lender, dated the Closing Date.

(ix)          Formation

and Good Standing. For each Credit Party, such Person’s

(a)            articles of incorporation or certificate of formation, as

applicable, and all amendments thereto, each certified as of the Closing Date by such Person’s corporate secretary or an

assistant secretary, managing member, manager or equivalent senior officer, as applicable, as being in full force and effect without

any further modification or amendment (b) for Borrower only, a good standing certificate (including verification of Tax status)

or like certificate in its jurisdiction of incorporation or formation, as applicable, and (c) for each Credit Party other than

Borrower, a “bring down” certificate of good standing or like certificate in its jurisdiction of incorporation or

formation, as applicable.

(x)          Bylaws

and Resolutions. For each Credit Party, (a) such Person’s bylaws, operating agreement, limited liability

company agreement or limited partnership agreement, as applicable, together with all amendments thereto and (b) resolutions of

such Person’s members or board of directors, as the case may be, and, to the extent required under applicable law,

stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a

party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person’s

corporate secretary or an assistant secretary, managing member, manager or equivalent senior officer, as applicable, as being in

full force and effect without any modification or amendment.

(xi)          Incumbency Certificates.

For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents,

certified as of the Closing Date by such Person’s corporate secretary or an assistant secretary, managing member, manager or equivalent

senior officer, as applicable, as being true, accurate, correct and complete.

(xii)          Opinions

of Counsel. Duly executed originals of a legal opinion of

(i) Wachtell, Lipton, Rosen & Katz, U.S. special

counsel to the Credit Parties, (ii) Spencer Fane LLP, Missouri special counsel to the Credit Parties and (iii) the Law

Offices of Louis E. Gittomer, LLC, U.S. special railroad counsel to the Credit Parties, each in form and substance reasonably

satisfactory to Agent and its counsel, dated the Closing Date.

(xiii)        Officer’s Certificate.

Agent shall have received duly executed originals of a certificate of a Financial Officer of Borrower, dated the Closing Date, stating

that:

(A)            the Con-way

Merger has been consummated on the Closing Date substantially simultaneously with the closing of the Facility on the terms described

in the Con-way Acquisition Agreement, without giving effect to any amendment, modification or waiver thereof by Borrower or any consent

thereunder (including, for the avoidance of doubt, with respect to the conditions to the Offer set forth in the Con-way Acquisition Agreement)

by Borrower which is materially adverse to the Lenders or the Lead Arrangers without the prior written consent of each Lead Arranger

who, together with its affiliates, holds 20% or more of the Commitments under the Facility (it being understood and agreed that any (a) decrease

in the price paid per share in connection with the Con-way Acquisition of (x) more than 10% or (y) less than 10% if such decrease

is not allocated to reduce the aggregate amount of the Facility, (b) increase in the price paid in connection with the Con-way Acquisition

that is not funded with the proceeds of a substantially concurrent issuance of equity or (c) any waiver or modification of the Minimum

Condition (as defined in the Con-way Acquisition Agreement as in effect on September 9, 2015) shall, in each case, be deemed to

be a modification that is materially adverse to the Lenders);

(B)           (I) the

Con-way Specified Representations are true and correct in all material respects and (II) the Con-way Acquisition Agreement Representations

are true and correct in all material respects (except that any Con-way Specified Representations that are qualified by materiality or

in relation to material adverse effect are true and correct in all respects); and

2015 until the Acceptance Time (as defined in the Con-way Acquisition Agreement on September 9, 2015), there has not occurred any

Effect (as defined in the Con-way Acquisition Agreement on September 9, 2015) that has had or would be reasonably likely to have,

individually or in the aggregate, a Con-way Material Adverse Effect.

(xiv)         Solvency

Certificate. Agent shall have received a duly completed solvency certificate substantially in the form of Exhibit 3.1

hereto.

(xv)         Notice of

Borrowing. Agent shall have received a duly completed Notice of Borrowing for the borrowing of Loans on the Closing Date substantially

in the form of Exhibit 2.1(b) hereto and a letter of direction with respect to the disbursement of the proceeds of such

Loan.

(xvi)        Financial Statements.

Borrower shall have caused Agent to have received (and Agent hereby acknowledges receipt of, in the case of the 2012, 2013 and 2014 fiscal

year financial statements described in clause (a) and, as to the Fiscal Quarters ending on March 31, 2015 and June 30,

2015, clause (b)) (a) audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity

and cash flows of Borrower and Con-way for the 2012, 2013 and 2014 fiscal years (or, if the Closing Date occurs 90 days or more after

December 31, 2015, audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity

and cash flows of Borrower and Con-way for the 2013, 2014 and 2015 fiscal years) and (b) unaudited consolidated balance sheets and

related consolidated statements of income, stockholders’ equity and cash flows of Borrower and Con-way for each subsequent Fiscal

Quarter (other than a quarter that is also a fiscal year-end) ended at least 45 days before the Closing Date.

(b)          Payment of Fees.

Borrower shall have paid (or caused to be paid) to Agent and Lead Arranger all Fees required to be paid on or before the Closing Date

in the respective amounts specified in Section 2.7, and shall have reimbursed Agent for all reasonable fees, costs and expenses,

including due diligence expenses, syndication expenses, and reasonable fees, disbursements and other charges of counsel presented at

least three (3) Business Days prior to the Closing Date.

Agent and the Lenders shall have received, at least three business days prior to the Closing Date, from the Credit Parties prior to the

Closing Date all documentation and other information required by Governmental Authorities under applicable “know your customer”

and anti-money laundering rules and regulations, including the Patriot Act, in each case to the extent requested by Agent from Borrower

in writing at least 10 business days prior to the Closing Date.

For purposes of determining

compliance with the conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved

or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable

or satisfactory to the Lenders unless an officer of Agent responsible for the transactions contemplated by the Loan Documents shall have

received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of the borrowing of Loans,

such Lender shall not have made available to Agent such Lender’s ratable portion of the borrowing of Loans.

Notwithstanding anything to

the contrary, it is understood that to the extent any security interest in the intended Collateral or any deliverable (including those

referred to in clauses (a)(ii)-(vii) of this Section 3.1 related to the perfection of security interests in the intended

Collateral (other than any Collateral the security interest in which may be perfected by (i) the filing of a UCC financing statement

or (ii) the delivery of stock certificates of each Guarantor and each material wholly owned domestic restricted subsidiary (other

than any Guarantor or subsidiary which is a subsidiary of Borrower)), then the provision and/or perfection of such security interest(s) or

deliverable shall not constitute a condition precedent to the availability of the Commitments on the Closing Date but, to the extent

otherwise required hereunder, shall be delivered after the Closing Date in accordance with Section 6.14.

4.            REPRESENTATIONS

AND WARRANTIES

To induce Lenders to make the

Loans, the Credit Parties executing this Agreement make the following representations and warranties on the Closing Date to Agent and

each Lender with respect to itself and its Restricted Subsidiaries, each and all of which shall survive the execution and delivery of

this Agreement.

4.1          Corporate

Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company, limited partnership or

other entity duly organized or incorporated, as applicable, validly existing and is in good standing (to the extent such concept is

applicable in the relevant jurisdiction) under the laws of its respective jurisdiction of incorporation or organization; (b) is

duly qualified to conduct business and is in good standing (to the extent such concept is applicable in the relevant jurisdiction)

in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification,

except where the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse

Effect; (c) has the requisite power and authority, and the legal right to own and operate in all material respects its

properties, to lease the property it operates under lease and to conduct its business in all material respects as now, heretofore

and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or

otherwise encumber all material Collateral; (d) has all material licenses, permits, consents or approvals from or by, and has

made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction over such

Credit Party, to the extent required for such ownership, operation and conduct or other organizational documents; and (e) is in

compliance in material respects with all applicable provisions of law except where the failure to be in compliance would not

reasonably be expected to have a Material Adverse Effect.

4.2          Chief Executive Offices; Collateral Locations;

FEIN. As of the Closing Date, each Credit Party’s name as it appears in official filings in its jurisdiction of

incorporation or organization, organizational identification number, if any, issued by its jurisdiction of incorporation or

organization and the location of each Credit Party’s chief executive office, principal place of business or registered office

are set forth in Schedule 4.2, and except as set forth on such schedule each Credit Party has only one jurisdiction of

incorporation or organization.

4.3           Corporate

Power; Authorization; Enforceable Obligations; No Conflict. The execution, delivery and performance by each Credit Party of the Loan

Documents to which it is a party: (a) are within such Person’s power; (b) have been duly authorized by all necessary

corporate, limited liability company or limited partnership action; (c) do not contravene any provision of such Person’s charter,

bylaws or partnership or operating agreements or other organizational documents, as applicable; (d) do not violate any material

provision of any law or regulation, or any material provision of any order or decree of any court or Governmental Authority; (e) do

not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any

performance required by, any material indenture, mortgage, deed of trust, lease, loan agreement or other material instrument to which

such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition

of any Lien upon any of the property of such Person other than (i) those in favor of Agent, on behalf of itself and Lenders, pursuant

to the Loan Documents and (ii) the filings referred to in Section 4.21; and (g) do not require the consent or approval

of any Governmental Authority or any other Person, other than those which will have been duly obtained, made or complied with prior to

the Closing Date. Each of the Loan Documents have been duly executed and delivered by each Credit Party that is a party thereto and,

each such Loan Document constitutes a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with

its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless

of whether enforcement is sought in equity or at law).

4.4           Financial

Statements. All Financial Statements concerning Borrower and its consolidated Subsidiaries that are referred to in clause (a) below

have been prepared in accordance with GAAP (as in effect at the time delivered) consistently applied throughout the periods covered (except

as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit

adjustments) and fairly present, in all material respects, the financial position of the Persons covered thereby as at the dates thereof

and the results of their operations and cash flows for the periods then ended.

(a)          Financial Statements.

The audited consolidated balance sheet at December 31, 2014 and the related statement of income and cash flows of Borrower and its

consolidated Subsidiaries certified by KPMG LLP for the Fiscal Year then ended and audited consolidated balance sheet at December 31,

2012, December 31, 2013 and December 31 2014 have been delivered to Agent on or prior to the Closing Date.

(b) [Reserved].

(d)          Undisclosed Liabilities;

Burdensome Restrictions. None of Borrower or its Restricted Subsidiaries has any material Guarantied Obligations, or any long-term

leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other

obligation in respect of derivatives, that are required by GAAP to be reflected or reserved against on a balance sheet of Borrower and

its Restricted Subsidiaries other than (i) as are reflected in the financial statements described in clause (a) hereof (including

the footnotes thereto) and (ii) as otherwise permitted hereunder. No Credit Party is a party or is subject to any contract, agreement

or charter restriction that would reasonably be expected to have a Material Adverse Effect.

4.5            Material

Adverse Effect. Since December 31, 2014, no event has occurred, that alone or together with other events, has had a Material

Adverse Effect.

4.6            Ownership

of Property; Liens. As of the Closing Date, the Real Property listed in Schedule 4.6 constitutes all of the real property

owned, leased or subleased by any Credit Party. Each Credit Party owns fee simple title to all of its owned material Real Property and

valid leasehold interests in all of its leased material Real Property, subject in each case to Agent’s Liens and Permitted Liens.

Each Credit Party is the sole legal and beneficial owner of and has good and marketable title (subject to Agent’s Liens and Permitted

Liens) to each component of the Collateral. Each Credit Party also has title to, or valid leasehold interests in, all of its other personal

property and assets, in each case, material in the ordinary course of their respective businesses or where failure to so own or possess

would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Real Property and assets of any

Credit Party are subject to any Liens other than Permitted Liens.

4.7            Labor

Matters. Except as set forth on Schedule 4.7 or as would not reasonably be expected to result in a Material Adverse Effect,

to the knowledge of each Credit Party (a) no strikes or other labor disputes against any Credit Party or any Restricted Subsidiary

of any Credit Party are pending or, to the knowledge of any Credit Party, threatened; (b) hours worked by and payment made to employees

of each Credit Party and each Restricted Subsidiary of any Credit Party comply with the Fair Labor Standards Act and each other federal,

state, local or foreign law applicable to such matters; (c) all payments due from any Credit Party or any Restricted Subsidiary

of any Credit Party for employee health and welfare insurance have been paid or accrued as a liability on the books of such Credit Party

or such Restricted Subsidiary; (d) there is no organizing activity

involving any Credit Party or any Restricted Subsidiary of any Credit Party pending or threatened by any labor union or group of employees;

(e) there are no representation proceedings pending or, to the knowledge of any Credit Party, threatened with the National Labor

Relations Board or any other applicable labor relations board, and no labor organization or group of employees of any Credit Party or

any Restricted Subsidiary of any Credit Party has made a pending demand for recognition; and (f) there are no material complaints

or charges against any Credit Party or any Restricted Subsidiary of any Credit Party pending or, to the knowledge of any Credit Party,

threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating

to the employment or termination of employment by any Credit Party or any Restricted Subsidiary of any Credit Party of any individual.

4.8            Subsidiaries

and Joint Ventures. As of the Closing Date, (a) Schedule 4.8 sets forth the name and jurisdiction of incorporation of

each direct Subsidiary and Joint Venture of each Credit Party and, as to each such direct Subsidiary and Joint Venture, the percentage

of each class of Capital Stock owned by any Credit Party and (b) there are no outstanding subscriptions, options, warrants, calls,

rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying

shares) of any nature relating to any Capital Stock of Borrower or any of their respective Subsidiaries.

4.9           Investment

Company Act. No Credit Party is an “investment company” or a company controlled by an “investment company,”

as such terms are defined in the Investment Company Act of 1940 as amended.

4.10         Margin

Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation

T, Regulation U (“Regulation U”) or Regulation X of the Federal Reserve Board.

4.11         Taxes/Other.

Except as would not reasonably be expected to result in a Material Adverse Effect, (i) all income and other Tax returns, reports,

and statements, including information returns, required by any Governmental Authority to have been filed by any Credit Party or any Restricted

Subsidiary have been filed (after giving effect to any extensions) with the appropriate Governmental Authority, and (ii) all Taxes

have been paid on or prior to the due date therefor, excluding Taxes or other amounts being contested in accordance with Section 6.2(b).

4.12 ERISA.

(a)          Borrower has previously

delivered or made available to Agent all Pension Plans (including Title IV Plans and Multiemployer Plans) and all Retiree Welfare Plans,

as now in effect. Except with respect to Multiemployer Plans, and except as would not reasonably be expected to have a Material Adverse

Effect, each Qualified Plan has either received a favorable determination letter from the IRS or may rely on a favorable opinion letter

issued by the IRS, and to the knowledge of any Credit Party nothing has occurred that would be reasonably expected to cause the loss

of such qualification or tax-exempt status. Each Pension Plan, to the knowledge of Borrower, is in compliance in all respects with the

applicable provisions of ERISA, the IRC and its terms, including the timely filing of all reports required under the IRC or ERISA except

where the failure to comply would not reasonably be expected to have a Material Adverse Effect. Except as has not resulted, or would

not reasonably be expected to result, in an ERISA Lien (whether or not perfected), neither any Credit Party nor ERISA Affiliate has failed

to make any material contribution or pay any material amount due as required by either Section 412 of the IRC or Section 302

of ERISA or the terms of any such Pension Plan. No “prohibited transaction,” as defined in Section 406 of ERISA and

Section 4975 of the IRC, has occurred with respect to any Pension Plan that would subject any Credit Party to a material tax on

prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

(b)          Except

as would not reasonably be expected to have a Material Adverse Effect:

(i)            no Title IV Plan is or is reasonably expected to be in

“at risk” status (within the meaning of Section 430 of the IRC or Section 303 of ERISA); (ii) no ERISA

Event has occurred or to the knowledge of any Credit Party is reasonably expected to occur; (iii) there are no pending, or to

the knowledge of any Credit Party, threatened material claims (other than claims for benefits in the normal course), sanctions,

actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (iv) no Credit

Party or ERISA Affiliate has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal

from a Multiemployer Plan; and (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been

terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has any

Title IV Plan of any Credit Party or any ERISA Affiliate (determined at any time within the last five years) with Unfunded Pension

Liabilities been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA)

of any Credit Party or ERISA Affiliate (determined at such time).

as would not reasonably be expected to result in a Material Adverse Effect, each Foreign Pension Plan is in compliance in all

material respects with all requirements of law applicable thereto and the respective requirements of the governing documents for

such plan. With respect to each Foreign Pension Plan, neither any Credit Party nor any Subsidiaries or any of their respective

directors, officers, employees or agents has engaged in a transaction which would subject any Credit Party or any Subsidiary,

directly or indirectly, to a tax or civil penalty which would reasonably be expected, individually or in the aggregate, to result in

a Material Adverse Effect. With respect to each Foreign Pension Plan, except as would not reasonably be expected to result in a

Material Adverse Effect, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded

liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary

accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with

respect to such Foreign Pension Plans would not reasonably be expected to result individually or in the aggregate in a Material

Adverse Effect.

4.13         No

Litigation. Except as set forth on Schedule 4.13, no action, claim, lawsuit, demand, or proceeding is now pending or, to the

knowledge of any Credit Party, threatened in writing against any Credit Party or any Restricted Subsidiary of any Credit Party, before

any Governmental Authority or before any arbitrator or panel of arbitrators (collectively, “Litigation”), (a) on

the Closing Date that challenges such Credit Party’s right or power to enter into or perform any of its obligations under the Loan

Documents to which it is a party, or the validity or enforceability of any Loan Document or any action taken thereunder, or (b) that

would reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 4.13, as of the Closing Date

there is no Litigation pending or threatened in writing, that would reasonably be expected to have a Material Adverse Effect.

4.14 [Reserved].

4.15         Intellectual

Property. As of the Closing Date, each Credit Party owns or has rights to use all Intellectual Property necessary to continue to

conduct its business as now conducted by it and material to such Credit Party’s business, taken as a whole. Each issued or applied

for Patent, registered or applied for Trademark, and registered or applied for Copyright owned by any Credit Party on the Closing Date

is listed, together with application or registration numbers, as applicable, on Schedule 4.15. To Borrower’s knowledge,

as of the Closing Date, each Credit Party conducts its business and affairs without infringement of any Intellectual Property of any

other Person that would reasonably be expected to result in a Material Adverse Effect. Except as set forth in Schedule 4.15, on

the Closing Date no Credit Party is aware of any material infringement claim by any other Person that is pending or threatened in writing

against any Credit Party with respect to any material Intellectual Property owned by such Credit Party on the Closing Date.

4.16         Full

Disclosure. No information contained in this Agreement, any of the other Loan Documents or Financial Statements or other written

reports from time to time prepared by any Credit Party (other than the projections referred to below, forward-looking information and

information of a general economic or industry nature) and delivered hereunder or under any other Loan Document (in each as modified or

supplemented by other information so furnished and taken as a whole) by or on behalf of any Credit Party to Agent or any Lender pursuant

to the terms of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the

statements contained herein or therein not materially misleading in light of the circumstances under which they were made (after giving

effect to all supplements and updates thereto).

4.17 Environmental Matters.

(a)          Except as set

forth in Schedule 4.17 or would not reasonably be expected to have a Material Adverse Effect, as of the Closing Date:

(i) the Real Property of each Credit Party and each of their Restricted Subsidiaries is free of contamination from any

Hazardous Material; (ii) no Credit Party nor any Restricted Subsidiary of any Credit Party has caused or knowingly allowed to

occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Property; (iii) the Credit

Parties and each of their Restricted Subsidiaries are and, except for matters which have been fully resolved, have, for the past

three (3) years, been in compliance with all Environmental Laws; (iv) the Credit Parties and each of their Restricted

Subsidiaries (A) have obtained, (B) possess as valid, uncontested and in good standing, and (C) are in compliance

with all Environmental Permits required by Environmental Laws for the operation of their respective businesses as presently

conducted; (v) there is no Litigation by a Governmental Authority arising under or related to any Environmental Laws,

Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses from, or that alleges criminal

misconduct by, any Credit Party or any Restricted Subsidiary of any Credit Party; (vi) except for matters which have been fully

resolved, no written notice has been received by any Credit Party or any Restricted Subsidiary of any Credit Party identifying it as

a “potentially responsible party” or requesting information under CERCLA or analogous state statutes; and (vii) the

Credit Parties and each of their Restricted Subsidiaries have provided to Agent copies of existing material environmental reports,

reviews and audits relating to actual or potential material Environmental Liabilities and relating to any Credit Party or any

Restricted Subsidiary of any Credit Party.

(b)          Each Credit Party

hereby acknowledges and agrees that none of Agent or any of its officers, directors, employees, attorneys, agents and representatives

(i) is now, or has ever been, in control of any of the Real Property or any Credit Party’s or any Restricted Subsidiary of

any Credit Party’s affairs, and (ii) has the capacity or the authority through the provisions of the Loan Documents or otherwise

to direct or influence any (A) Credit Party’s or any Restricted Subsidiary of any Credit Party’s conduct with respect

to the ownership, operation or management of any of its Real Property, (B) undertaking, work or task performed by any employee,

agent or contractor of any Credit Party or any Restricted Subsidiary of any Credit Party or the manner in which such undertaking, work

or task may be carried out or performed, or (C) compliance of any Credit Party or any Restricted Subsidiary of any Credit Party

with Environmental Laws or Environmental Permits.

4.18         Insurance.

Borrower has previously delivered or made available to Agent lists of all material insurance policies of any nature maintained, as of

the Closing Date, for current occurrences by each Credit Party and each Restricted Subsidiary.

4.19 [Reserved].

4.20 [Reserved].

4.21         Creation

and Perfection of Security Interests. Once executed and delivered, the Security Agreement will create a valid and enforceable security

interest in the Collateral described therein, subject to any exceptions contained therein. In the case of the portion of the pledged

Collateral consisting of the certificated securities represented by the certificates described in the Security Agreement, when stock

certificates representing such pledged Collateral are delivered to Agent and such stock certificates are held in New York, and in the

case of the other Collateral described in the Security Agreement, when UCC financing statements in appropriate form are filed in the

appropriate UCC filing offices, the Security Agreement shall constitute the creation of a perfected Lien under the Code (to the extent

a Lien on such Collateral can be perfected by such possession or filings) on, and security interest in, all right, title and interest

of the Credit Parties signatory to the Security Agreement in such pledged Collateral and other Collateral, as security for the Obligations.

4.22         Solvency.

Immediately after giving effect to the disbursement of proceeds of the Loans pursuant to the instructions of Borrower, and the payment

and accrual of all transaction costs in connection with the foregoing, Borrower and its Subsidiaries, taken as a whole on a consolidated

basis, are Solvent.

4.23         Economic

Sanctions and Anti-Money Laundering. Each Credit Party and each Subsidiary of each Credit Party is in compliance in all material

respects with all United States economic sanctions, laws, executive orders, and implementing regulations as promulgated by the

United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable

anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it.

No Credit Party and no Subsidiary of a Credit Party (a) is a Person designated by the United States government on the list of

the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot

deal with or otherwise engage in business transactions, (b) is a Person who is otherwise the target of United States economic

sanctions laws such that a United States Person cannot deal or otherwise engage in business transactions with such Person or

(c) is controlled by (including, without limitation, by virtue of such Person being a director or owning voting shares or

interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the

target of United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other

Loan Document would be prohibited under United States law.

4.24         Economic

Sanctions, FCPA, Patriot Act; Use of Proceeds. Each Credit Party and each of its Subsidiaries is in compliance with (a) the

Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR,

Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) the USA PATRIOT

ACT (Title 111 of Pub. L. 107-56 (signed into law

October 26, 2001)) (as amended, the “Patriot Act”), and (c) other federal or state laws relating to anti-money

laundering rules and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any payments to

any government official or employee, political party, official of a political party, candidate for political office, or anyone else

acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the

FCPA. Borrower will not, directly or to the knowledge of Borrower, indirectly, use the proceeds of any Loan to fund any activities

or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is,

the target of United States economic sanctions laws.

4.25 [Reserved].

4.26         Status

as Senior Debt. The Obligations in respect of the Loans are “senior debt” or “designated senior debt” (or

any comparable term) under, and as may be defined in, any indenture or document governing any applicable Indebtedness that is subordinated

in right of payment to the Loans.

4.27         FCPA

and Related. No Credit Party nor any of its Subsidiaries nor any director, officer or, to the knowledge of such Credit Party, agent

or employee of such Credit Party or Subsidiary, is aware of or has taken any action, directly or indirectly, that would result in a material

violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other

property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official”

(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office

in contravention of the FCPA. Each Credit Party, and its Subsidiaries have conducted their businesses in compliance with, in all material

respects, the FCPA and have established, and maintains, and will continue to maintain, policies and procedures designed to promote and

achieve compliance with such laws and with the representation and warranty contained herein.

5.            FINANCIAL

STATEMENTS AND INFORMATION

(a)          Financial Reports and Notices.

Each Credit Party executing this Agreement hereby agrees that from and after the Amendment No. 8 Closing Date and until the

Termination Date, it shall deliver to Agent or to Agent for distribution to Lenders, as required, the following Financial

Statements, notices and other information at the times, to the Persons and in the manner set forth below:

(b)          Compliance Certificate.

To Agent, concurrently with the delivery of any Financial Statements delivered pursuant to Section 5.1(b) or 5.1(c),

a completed Compliance Certificate.

Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year,

consolidated financial information regarding Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer

of Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements

of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding

period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the

close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end

adjustments). In addition, Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the

first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for

that Fiscal Quarter to the corresponding period in the prior year.

(d)          Annual

Audited Financials. To Agent, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower

and its consolidated Restricted Subsidiaries on a consolidated basis, consisting of balance sheets and statements of income and retained

earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements

shall be prepared in accordance with GAAP (except as approved by accountants or officers), as the case may be, and disclosed in reasonable

detail therein, including the economic impact of such exception, and certified without qualification as to going-concern or qualification

arising out of the scope of the audit, by KPMG LLP, another independent certified public accounting firm of national standing or a firm

otherwise reasonably acceptable to Agent. In addition, Borrower shall deliver to Agent and Lenders, together with such audited Financial

Statements delivered pursuant to this clause, a management discussion and analysis that includes a comparison of performance for that

Fiscal Year to the corresponding period in the prior year.

(e)           Simultaneously with

the delivery of each set of consolidated financial statements referred to in clauses (b) and (c) above, to the extent that

the Unrestricted Subsidiaries of Borrower, as of the last day of the applicable fiscal period, taken in the aggregate, constituted a

Significant Subsidiary, the related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of

Unrestricted Subsidiaries (if any) from such consolidated financial statements.

(f)           Information required

to be delivered pursuant to this Section 5.1 may be delivered by electronic communication pursuant to procedures approved

hereunder.

(g)          Default Notices.

To Agent and Lenders, as soon as practicable, and in any event within five (5) Business Days after a Financial Officer of Borrower

has actual knowledge of the existence of any Default, or Event of Default, telephonic or fax or electronic notice specifying the nature

of such Default or Event of Default, including the anticipated effect thereof, which notice, if given telephonically, shall be promptly

confirmed in writing on the next Business Day.

(h) [reserved].

(i)            Litigation. To Agent in writing, promptly upon learning thereof, notice of any Litigation commenced

or threatened in writing against any Credit Party that (i) would reasonably be expected to result in damages in excess of

$90,000,000 (net of insurance coverages for such damages), (ii) seeks injunctive relief which, if granted, would reasonably be

expected to have a Material Adverse Effect or (iii) would otherwise reasonably be expected to have a Material Adverse

Effect.

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(j) [Reserved].

(k)           Other

Documents. To Agent for distribution to Lenders, such other financial and other information respecting any Credit Party’s

or any Subsidiary of any Credit Party’s business or financial condition as Agent shall from time to time reasonably

request.

(l) [Reserved].

(m)          Environmental

Matters. To Agent, notice of any matter under any Environmental Law that has resulted or is reasonably expected to result in a

Material Adverse Effect, including arising out of or resulting from the commencement of, or any material adverse development in, any

litigation or proceeding affecting any Credit Party or any Subsidiary and arising under any Environmental Law.

(n)           ERISA/Pension

Matters. To Agent, notice of the occurrence of any ERISA Event that has resulted or would reasonably be expected to result in a

liability of any Credit Party and the Restricted Subsidiaries in an aggregate amount exceeding $90,000,000 and a statement of a

Financial Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that Borrower proposes to take

with respect thereto and, upon Agent’s request, copies of each Schedule SB (Actuarial Information) to the Annual Report

(Form 5500 Series) with respect to each Title IV Plan.

(o)           Change of Name;

etc. Borrower agrees to notify Agent in writing, at the time of delivery of any Compliance Certificate, of any change in (i) the

legal name of any Credit Party, (ii) the identity or type of organization or corporate structure of such Credit Party, or (iii) the

jurisdiction of organization of such Credit Party.

6.            AFFIRMATIVE

COVENANTS

Each Credit Party executing

this Agreement agrees as to itself and its Restricted Subsidiaries that from and after the Amendment No. 8 Closing Date and until

the Termination Date:

6.1           Maintenance

of Existence and Conduct of Business. Except as otherwise permitted under Section 7.8, each Credit Party shall, and shall

cause each Restricted Subsidiary to, do or cause to be done all things necessary to (a) preserve and keep in full force and effect

(i) its corporate existence (except, as to Persons other than Credit Parties, where the failure to do so would not reasonably be

expected to result in a Material Adverse Effect) and (ii) its material rights and franchises; (b) continue to conduct its business

substantially as now conducted or as otherwise permitted hereunder; and (c) at all times maintain, preserve and protect all of its

assets and properties used or useful in the conduct of its business and keep the same in good repair, working order and condition in

all material respects (taking into consideration ordinary wear and tear and except for casualties and condemnations) and from time to

time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry

practices, except, in each case, referred to in this Section 6.1(a)(ii), (b) and (c) where the failure

to do so would not reasonably be expected to have a Material Adverse Effect.

6.2 Payment of Charges and Taxes.

(a)           Subject to Section 6.2(b),

each Credit Party shall pay and discharge or cause to be paid and discharged promptly all material Charges, Taxes and claims payable

by it, including: (i) material Charges and Taxes imposed upon it, its income and profits, or any of its property (real,

personal or mixed) and all material Charges with respect to Tax, social security, employer contributions and unemployment

withholding with respect to its employees and (ii) lawful material claims for labor, materials, supplies and services or

otherwise, in each case, before any thereof shall become past due, in each case, where the non-payment of such Charge, Tax or claim

could give rise to a material Lien (other than Permitted Liens) or a Material Adverse Effect.

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(b)          Each Credit Party

may in good faith contest, by appropriate proceedings, the validity or amount of any Charges, Taxes or claims described in Section 6.2(a) and

not pay or discharge such Charges, Taxes or claims while so contested; provided, that (i) adequate reserves with respect

to such contest are maintained on the books of such Credit Party, in accordance with GAAP and (ii) the failure to make such payment

would not reasonably be expected to result in a Material Adverse Effect.

6.3           Books

and Records. Each Credit Party shall keep adequate books and records with respect to its business activities in which proper entries,

reflecting all material financial transactions, are made in accordance with GAAP and on a basis consistent with the Financial Statements

delivered pursuant to Section 4.4.

6.4 Insurance; Damage to or Destruction

of Collateral.

(a)           Borrower will, and

will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies insurance in such amounts

and against such risks, as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating

in the same or similar locations (after giving effect to any self-insurance reasonable and customary for similarly situated companies).

Borrower will furnish to Agent, upon written request, information in reasonable detail as to the insurance so maintained.

6.5           Compliance

with Laws. Each Credit Party shall, and shall cause each Restricted Subsidiary to, comply in all material respects with all applicable

provisions of law of any Governmental Authority, unless such failure of compliance would not reasonably be expected to result in a Material

Adverse Effect or a material adverse effect on the specific property affected by such non-compliance.

6.6           PATRIOT

Act. No Credit Party or any Subsidiary thereof is in breach of or is the subject of any action or investigation under the PATRIOT

Act.

6.7           Intellectual

Property. Each Credit Party shall, and shall cause each Restricted Subsidiary to, (a) conduct its business without knowingly

infringing any Intellectual Property of any other Person which infringement would reasonably be expected to result in a Material Adverse

Effect, and (b) comply in all material respects with the obligations under its material Intellectual Property licenses.

6.8           Environmental

Matters. Except where the failure to do so would not result in a Material Adverse Effect, each Credit Party shall, and shall cause

the Restricted Subsidiaries to:

(a)          comply in all material

respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if

any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and use commercially

reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all

Environmental Permits, except in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect,

and

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(b)          conduct and complete

all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and

comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

6.9          Ratings. Borrower shall use commercially

reasonable efforts (x) to cause each of the Facilities to be continuously rated by S&P and Moody’s, and (y) to

maintain a corporate rating from S&P and a corporate family rating from Moody’s, in each case in respect of Borrower.

6.10 Further Assurances.

(a)          Each Credit Party

executing this Agreement agrees that it shall and shall cause each applicable Subsidiary to, at such Credit Party’s reasonable

expense and upon the reasonable request of Agent, duly execute and deliver, or cause to be duly executed and delivered, to Agent such

further instruments and take all such further actions (including the authorization of filing and recording of Code financing statements,

fixture filings, and other documents, in each case to the extent reasonably requested by Agent), which may be required under any applicable

law, or which Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve,

protect or perfect the Liens created by the Collateral Documents or the validity or priority of any such Liens (subject to Permitted

Liens), all at the reasonable expense of the Credit Parties and to the extent required by the Loan Documents.

(b)          [Reserved];

herein, neither Borrower nor any Subsidiary of Borrower shall be required to execute and deliver any joinder agreement, Collateral

Document or any other document or grant a Lien in any Capital Stock or other property held by it (I) if such action (A) is

restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference,

“thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrower or such

Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or

criminal liability on the part of any officer, (C) for reasons of cost, legal limitations or other matters is unreasonably

burdensome in relation to the benefits to the Lenders of Borrower’s or such Subsidiary’s guaranty or security or

(D) in the case of Con-way or any Subsidiary of Con-way, if the Con-way Existing Indebtedness is outstanding, would result in

the breach of, or require the equal and ratable securing of, such outstanding Con-way Existing Indebtedness or the documents

governing such Con-way Existing Indebtedness (as in effect on the Closing Date) or (II) if such property constitutes any

interest in real property.

6.11            ERISA

Matters. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party and each Restricted

Subsidiary to timely make all contributions, pay all amounts due, and otherwise perform such actions necessary to prevent the imposition

of any Liens under ERISA or Section 412 of the IRC (each an “ERISA Lien”).

6.12 Future Guarantors.

(a)          Within

thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a

Subsidiary becomes a Restricted Subsidiary, Borrower shall notify Agent of such event and, promptly thereafter (and in any event

within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded

Subsidiary to deliver to Agent (A) a supplement to the Security Agreement substantially in the form attached hereto as

Exhibit 2 to the Security Agreement, (B) a supplemental Guaranty in the form attached hereto as Exhibit 1.1(a) and

(C) a supplemental joinder to each Intercreditor Agreement, (ii) with respect to all new Restricted Subsidiaries that are

directly owned in whole or in part by a Credit Party, cause such Credit Party to provide to Agent a supplement to the Security

Agreement providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (or, in the case of a Foreign

Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign

Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent

that such Capital Stock does not constitute Excluded Property), together with appropriate certificates and powers, in form and

substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and

reasonable documentation which is reasonably requested by Agent in connection with the foregoing clauses (i) and (ii).

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(b)          Notwithstanding anything

to the contrary contained herein, neither Borrower nor any Subsidiary of Borrower shall be required to execute and deliver any supplemental

guarantee, Collateral Document or any other document or grant a Lien in any Capital Stock or other property held by it if such action

(A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference,

“thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrower or such Subsidiary

or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability

on the part of any officer, (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to

the benefits to the Lenders of Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Borrower

and Agent or (D) relates to Excluded Property, Excluded Principal Property or Real Property or otherwise would not be required with

respect to the Collateral owned by a Credit Party pursuant to the terms of the Collateral Documents.

6.13         Access.

Each Credit Party shall, during normal business hours, from time to time upon reasonable notice as frequently as Agent reasonably determines

to be appropriate: (a) provide Agent, Lenders (coordinated through Agent) and any of their representatives and designees access

to its properties, facilities, advisors, officers and employees, (b) permit Agent, Lenders and any of their officers, employees

and agents, to inspect, audit and make extracts from any Credit Party’s books and records, and (c) permit Agent, Lenders and

their representatives and other designees, to inspect, review, evaluate and make test verifications and counts of the accounts, equipment

and other Collateral of any Credit Party; provided, that to the extent that no Event of Default has occurred and is continuing,

Borrower shall only be responsible for the costs of providing such access once per Fiscal Year. Furthermore, so long as any Event of

Default has occurred and is continuing or at any time after all or any portion of the Obligations hereunder have been declared due and

payable pursuant to Section 9.2(b), Borrower shall provide reasonable assistance to Agent to obtain access, which access

shall be coordinated in scope and substance in consultation with Borrower, to their suppliers and customers.

6.14         Post-Closing

Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time

limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

6.15 Use of Proceeds. All proceeds

of the Loans shall be used as provided in Section 2.4.

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7. NEGATIVE COVENANTS

Each Credit Party (to the extent

applicable as set forth below) executing this Agreement agrees as to itself and its Restricted Subsidiaries that from and after the Amendment

No. 8 Closing Date and until the Termination Date:

7.1           Limitation

on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)           (i) Borrower

shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including

Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) Borrower shall not permit any of the Restricted Subsidiaries

(other than any Guarantor) to issue any shares of Preferred Stock; provided, however, that Borrower and any Guarantor may

Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not

a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred

Stock, in each case if the Fixed Charge Coverage Ratio of Borrower for the most recently ended four full Fiscal Quarters for which internal

financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified

Stock or Preferred Stock is issued would be no less than 2.00 to 1.00 determined on a pro forma basis (including a pro forma

application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred

Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter

period; provided, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that

may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors, together with

all Indebtedness, Disqualified Stock or Preferred Stock Incurred by Restricted Subsidiaries that are not Guarantors pursuant to Section 7.1(b)(xii) and

(xvi)(A) below, together with any Refinancing Indebtedness in respect thereof, shall not exceed, in the aggregate, the greater

of $820 million and 60% of Consolidated EBITDA as of the date on which such Indebtedness is Incurred (plus, in the case of any

Refinancing Indebtedness, the Additional Refinancing Amount) (Indebtedness Incurred pursuant to this clause (a), the “Ratio

Debt”).

(b)           The

limitations set forth in Section 7.1(a) shall not apply to:

(i)            the Incurrence

by Borrower or any Restricted Subsidiary of Indebtedness (including under the Revolving Credit Agreement and the issuance and creation

of letters of credit and bankers’ acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence

that does not exceed an amount equal to $1,250 million;

(ii)           the Incurrence

by Borrower and the other Guarantors of Indebtedness under (x) the Loan Documents and (y) the Bilateral Credit Facility in

an aggregate principal amount not to exceed $200 million (in each case, including any guarantees of any of the foregoing);

(iii)           Indebtedness,

Preferred Stock and Disqualified Stock of Borrower, the Guarantors and their Restricted Subsidiaries (including, for the avoidance of

doubt, Con-way and any Restricted Subsidiary which is a Subsidiary thereof) existing on the Amendment No. 8 Closing Date (other

than Indebtedness described in clauses (i) and (ii) of this Section 7.1(b));

(iv)          Indebtedness

(including Capitalized Lease Obligations) Incurred by Borrower or any Restricted Subsidiary, Disqualified Stock issued by Borrower or

any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance (whether prior to or within 270 days after)

the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through

the direct purchase of assets or the Capital Stock of any Person owning such assets) that, when aggregated with the principal amount

or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred pursuant to

this clause (iv), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) below, does not

exceed at any one time outstanding the greater of $800 million and 50% of Consolidated EBITDA as of the date such Indebtedness is Incurred

(plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount);

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(v)           Indebtedness Incurred

by Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees

issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims,

health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance

or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental law

or permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding

workers’ compensation claims;

(vi)           Indebtedness arising

from agreements of Borrower or any Restricted Subsidiary providing for indemnification, adjustment of acquisition or purchase price or

similar obligations (including earn-outs), in each case, Incurred or assumed in connection with the Transactions, any Investments

or any acquisition or disposition of any business, assets or a Subsidiary not prohibited by this Agreement, other than guarantees of

Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing

such acquisition;

(vii)         Indebtedness of

Borrower to a Restricted Subsidiary, provided that (except in respect of intercompany current liabilities incurred in the ordinary

course of business in connection with the cash management, tax and accounting operations of Borrower and its Subsidiaries) any such Indebtedness

owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Obligations of Borrower under the

Loans; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such

Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except any pledge

of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be

an Incurrence of such Indebtedness not permitted by this clause (vii);

(viii)        shares of Preferred

Stock of a Restricted Subsidiary issued to Borrower or another Restricted Subsidiary; provided that any subsequent issuance or

transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock

of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred

Stock (except to Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock

not permitted by this clause (viii);

(ix)          Indebtedness of a

Restricted Subsidiary to Borrower or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted

Subsidiary that is not a Guarantor (except in respect of intercompany current liabilities incurred in the ordinary course of business

in connection with the cash management, tax and accounting operations of Borrower and its Subsidiaries), such Indebtedness is subordinated

in right of payment to the Guaranty of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital

Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or

any other subsequent transfer of any such Indebtedness (except to Borrower or another Restricted Subsidiary or any pledge of such Indebtedness

constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such

Indebtedness not permitted by this clause (ix);

(x)           Hedging

Obligations that are not incurred for speculative purposes but (A) for the purpose of fixing or hedging interest rate risk with

respect to any Indebtedness that is permitted by the terms of this Agreement to be outstanding; (B) for the purpose of fixing

or hedging currency exchange rate risk with respect to any currency exchanges; or (C) for the purpose of fixing or hedging

commodity price risk with respect to any commodity purchases or sales and, in each case, extensions or replacements thereof;

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(xi)          obligations (including

reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts and similar instruments) in respect

of performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by Borrower or any Restricted Subsidiary

in the ordinary course of business or consistent with past practice or industry practice;

(xii)         Indebtedness or

Disqualified Stock of Borrower or Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal

amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness,

Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), together with any Refinancing Indebtedness

in respect thereof incurred pursuant to clause (xv) below, does not exceed at any one time outstanding the greater of $820 million

and 60% of Consolidated EBITDA as of the date such Indebtedness is Incurred (plus, in the case of any Refinancing Indebtedness, the Additional

Refinancing Amount) (it being understood that any Indebtedness Incurred pursuant to this clause (xii) shall cease to be deemed Incurred

or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 7.1(a) from

and after the first date on which Borrower, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under

Section 7.1(a) without reliance upon this clause (xii)); provided, that the amount of Indebtedness, Disqualified

Stock and Preferred Stock that may be Incurred or issued, as applicable, pursuant to this clause (xii) by Restricted Subsidiaries

that are not Guarantors, together with all Indebtedness, Disqualified Stock or Preferred Stock Incurred by Restricted Subsidiaries that

are not Guarantors pursuant to the first paragraph of this covenant or clause (xvi)(A) below, and any Refinancing Indebtedness of

Restricted Subsidiaries that are not Guarantors incurred in respect thereof, shall not exceed, in the aggregate, the greater of $820

million and 60% of Consolidated EBITDA (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount);

(xiii)        Indebtedness or

Disqualified Stock of Borrower or any Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary in an aggregate principal

amount or liquidation preference at any time outstanding, together with Refinancing Indebtedness in respect thereof incurred pursuant

to clause (xv) hereof, not greater than 100.0% of the net cash proceeds received by Borrower and the Restricted Subsidiaries since

immediately after the Closing Date from the issue or sale of Equity Interests of Borrower or any direct or indirect parent entity of

Borrower (which proceeds are contributed to Borrower or a Restricted Subsidiary) or cash contributed to the capital of Borrower (in each

case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from Borrower or any of its

Subsidiaries) to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other Investments,

payments or exchanges pursuant to Section 7.2(b) or to make Permitted Investments (other than Permitted Investments

specified in clauses (1) and (3) of the definition thereof) (plus, in the case of any Refinancing Indebtedness, the Additional

Refinancing Amount) (it being understood that any Indebtedness incurred pursuant to this clause (xiii) shall cease to be deemed

incurred or outstanding for purposes of this clause (xiii) but shall be deemed incurred for the purposes of Section 7.1(a) from

and after the first date on which Borrower, or the Restricted Subsidiary, as the case may be, could have incurred such Indebtedness under

Section 7.1(a) without reliance upon this clause (xiii));

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(xiv)        any guarantee by

Borrower or any Restricted Subsidiary of Indebtedness or other obligations of Borrower or any Restricted Subsidiary so long as the Incurrence

of such Indebtedness Incurred by Borrower or such Restricted Subsidiary is permitted under the terms of this Agreement; provided

that (A) if such Indebtedness is by its express terms subordinated in right of payment to the Loans or the Guaranty of such Restricted

Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Loans

or such Guaranty, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Loans or the Guaranty,

as applicable, and (B) if such guarantee is of Indebtedness of Borrower, such guarantee is Incurred in accordance with, or not in

contravention of, Section 6.12 solely to the extent Section 6.12 is applicable;

(xv)         the Incurrence by

Borrower or any of the Restricted Subsidiaries of Indebtedness or Disqualified Stock, or by any Restricted Subsidiary of Preferred Stock

of a Restricted Subsidiary, that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred

Stock issued as permitted under Section 7.1(a) and clauses (i), (ii), (iii), (iv), (xii), (xiii), (xv), (xvi), (xx) and

(xxiv) of this Section 7.1(b) up to the outstanding principal amount (or, if applicable, the liquidation preference,

face amount, or the like) or, if greater, committed amount (only to the extent the committed amount could have been Incurred on the date

of initial Incurrence and was deemed Incurred at such time for the purposes of this Section 7.1) of such Indebtedness or

Disqualified Stock or Preferred Stock, in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock

was issued pursuant to Section 7.1(a) or clauses (i), (ii), (iii), (iv), (xii), (xiii), (xv), (xvi), (xx) and (xxiv) of

this Section 7.1(b), or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness,

Disqualified Stock or Preferred Stock, plus any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums

(including tender premiums), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith (subject to the

following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such

Refinancing Indebtedness:

(A)          has a Weighted

Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining

Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and

(y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock

and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following the Latest Maturity Date

of any Loans then outstanding were instead due on such date;

(B)            to

the extent such Refinancing Indebtedness refinances (a) Indebtedness junior in right of payment to the Loans or a Guaranty, as

applicable, such Refinancing Indebtedness is junior in right of payment to the Loans or the Guaranty, as applicable,

(b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock and

the Obligations hereunder, such Refinancing Indebtedness is secured by a Lien on the Collateral that is pari passu with or

junior to the Lien on the Collateral securing the Obligations hereunder to the same extent as such Indebtedness, and a Senior

Representative of such Refinancing Indebtedness acting on behalf of the holders of such Indebtedness shall have become party to or

otherwise subject to the provisions of the Pari Passu Intercreditor Agreement and/or the Junior Intercreditor Agreement, as

applicable; and

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not include (x) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of Borrower or a Guarantor,

or (y) Indebtedness of Borrower or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

(xvi)        Indebtedness,

Disqualified Stock or Preferred Stock of (A) Borrower or any Restricted Subsidiary incurred to finance an acquisition or (B) Persons

that are acquired by Borrower or any Restricted Subsidiary or are merged, consolidated or amalgamated with or into Borrower or any Restricted

Subsidiary in accordance with the terms of this Agreement (so long as such Indebtedness is not incurred in contemplation of such acquisition,

merger, consolidation or amalgamation); provided that after giving effect to such acquisition or merger, consolidation or amalgamation,

either:

(A)           Borrower would

be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 7.1(a);

(B)           the Fixed

Charge Coverage Ratio of Borrower would be no less than immediately prior to such acquisition or merger, consolidation or amalgamation;

provided, that the amount of Indebtedness,

Disqualified Stock and Preferred Stock that may be Incurred or issued, as applicable, pursuant to clause (xvi)(A) by Restricted

Subsidiaries that are not Guarantors, together with all Indebtedness, Disqualified Stock or Preferred Stock Incurred by Restricted Subsidiaries

that are not Guarantors pursuant the first paragraph of this covenant or clause (xii) above, together with any Refinancing Indebtedness

of Restricted Subsidiaries that are not Guarantors incurred in respect thereof, shall not exceed, in the aggregate, the greater of $820

million and 60% of Consolidated EBITDA (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount);

(xvii)       [reserved];

(xviii)      Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or

similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is

extinguished within five Business Days of its Incurrence;

(xix)         Indebtedness

of Borrower or any Restricted Subsidiary supported by a letter of credit or bank guarantee, in a principal amount not in excess of the

stated amount of such letter of credit;

(xx)          Indebtedness

of Restricted Subsidiaries of Borrower that are not Guarantors not to exceed at any one time outstanding (together with any Refinancing

Indebtedness of Restricted Subsidiaries that are not Guarantors incurred in respect thereof pursuant to clause (xv) above) the greater

of $410 million or 30% of Consolidated EBITDA as of the date on which such Indebtedness is Incurred (plus, in the case of any

Refinancing Indebtedness, the Additional Refinancing Amount);

(xxi)        Indebtedness

of Borrower or any Restricted Subsidiary consisting of

(A) the financing of insurance premiums or

(B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

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(xxii)        Indebtedness consisting

of Indebtedness of Borrower or a Restricted Subsidiary to current or former officers, directors and employees thereof or any direct or

indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity

Interests of Borrower or any direct or indirect parent of Borrower to the extent described in Section 7.2(b)(iv);

(xxiii)       Indebtedness in

respect of obligations of Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments

in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended

by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging

Obligations;

(xxiv)       Indebtedness under

asset-level financings, Capitalized Lease Obligations and purchase money indebtedness incurred by (1) Norbert or any of its Subsidiaries

or (2) any Foreign Subsidiary of Borrower, in each case in the ordinary course of business consistent with past practice; provided

that the amount of Indebtedness outstanding under this Section 7.1(b)(xxiv), together with any Refinancing Indebtedness in

respect thereof incurred pursuant to Section 7.1(b)(xv) shall not exceed, in the aggregate, the greater of $1,200 million

and 75% of Consolidated EBITDA (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); and

(xxv)        Indebtedness of

SpinCo incurred in connection with the Spin Transactions, provided that such Indebtedness is not of recourse to Borrower or any

Subsidiary of Borrower, other than SpinCo and its Subsidiaries.

purposes of determining compliance with this Section 7.1:

(i)            in the event that

an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories

of permitted Indebtedness described in clauses (i) through (xxiv) of Section 7.1(b) above or is entitled to

be Incurred pursuant to Section 7.1(a), then Borrower may, in its sole discretion, classify or reclassify, or later divide,

classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or any

portion thereof) in any manner that complies with this Section 7.1; provided that Indebtedness outstanding under the

Revolving Credit Agreement shall be incurred under clause (i) of Section 7.1(b) above and may not be reclassified

and Indebtedness outstanding under the Bilateral Credit Agreement shall be incurred under clause (ii) of Section 7.1(b) above

and may not be reclassified; and

(ii)           at the time of incurrence,

Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the categories of Indebtedness described

in Section 7.1(a) or (i) through (xxiv) of Section 7.1(b) (or any portion thereof) without

giving pro forma effect to the Indebtedness Incurred pursuant to any other clause or paragraph of Section 7.1(a) (or

any portion thereof) when calculating the amount of Indebtedness that may be Incurred pursuant to any such clause or paragraph (or any

portion thereof).

(iii)          in connection

with the Incurrence (including with respect to any Incurrence on a revolving basis pursuant to a revolving loan commitment) of any

Indebtedness under Section 7.1(a), clause (i) of Section 7.1(b) or clause (xvi) of Section 7.1(b),

Borrower or the applicable Restricted Subsidiary may, by notice to Agent at any time prior to the actual Incurrence of such

Indebtedness designate such Incurrence as having occurred on the date of such prior notice, and any related subsequent actual

Incurrence will be deemed for all purposes under this Agreement to have been Incurred on the date of such prior notice until such

date as such notice is withdrawn.

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Accrual of interest, the accretion

of accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock,

as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness

outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness,

Disqualified Stock or Preferred Stock for purposes of this Section 7.1. Guaranties of, or obligations in respect of letters

of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall

not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented

by such guarantee or letter of credit, as the case may be, was in compliance with this Section 7.1.

For purposes of determining

compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness

denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness

was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower Dollar equivalent), in the case

of revolving credit debt. However, if the Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency,

and the refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange

rate in effect on the date of the refinancing, the Dollar-denominated restriction will be deemed not to have been exceeded so long as

the principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced.

Notwithstanding any other provision

of this Section 7.1, the maximum amount of Indebtedness that Borrower and the Restricted Subsidiaries may Incur pursuant

to this Section 7.1 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result

of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness,

if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable

to the currencies in which the respective Indebtedness is denominated that is in effect on the date of the refinancing.

7.2            Limitation

on Restricted Payments.

(a)          Borrower shall not,

and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(i)            declare

or pay any dividend or make any distribution on account of any of Borrower’s or any of the Restricted Subsidiaries’

Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving Borrower (other

than (A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of Borrower; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or

in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary,

Borrower 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 or series of securities);

(ii)          purchase

or otherwise acquire or retire for value any Equity Interests of Borrower or any direct or indirect parent of Borrower;

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(iii)          make any

principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment

or scheduled maturity, any Subordinated Indebtedness of Borrower, or any Guarantor (other than the payment, redemption, repurchase, defeasance,

acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment

or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement

and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 7.1(b)); or

(iv)          make

any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being

collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(A)           no Default

shall have occurred and be continuing or would occur as a consequence thereof;

(B)           immediately

after giving effect to such transaction on a pro forma basis, Borrower could Incur $1.00 of additional Indebtedness under Section 7.1(a);

and

Payment, together with the aggregate amount of all other Restricted Payments made by Borrower and the Restricted Subsidiaries after the

Closing Date (including Restricted Payments permitted by clauses (vi)(C), (viii) and, solely to the extent provided therein, (xviii) of

Section 7.2(b), but excluding all other Restricted Payments permitted by Section 7.2(b)), is less than the amount

equal to the Cumulative Credit.

(b)            The

provisions of Section 7.2(a) shall not prohibit:

(i)            the payment

of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof,

if at the date of declaration or the giving of notice of such irrevocable redemption, as applicable, such payment would have complied

with the provisions of this Agreement;

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(ii)            the

redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or

Subordinated Indebtedness of Borrower, any direct or indirect parent of Borrower or any Guarantor in exchange for, or out of the

proceeds of, the substantially concurrent sale of, Equity Interests of Borrower or any direct or indirect parent of Borrower or

contributions to the equity capital of Borrower (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of

Borrower) (collectively, including any such contributions, “Refunding Capital Stock”);

(A)           the declaration

and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary

of Borrower) of Refunding Capital Stock; and

(B)            if

immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under

clause (vi) of this Section 7.2(b) and not made pursuant to clause (ii)(B), the declaration and payment of

dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase,

retire or otherwise acquire any Equity Interests of any direct or indirect parent of Borrower) in an aggregate amount per year no

greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately

prior to such retirement;

(iii)          the redemption,

repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness of Borrower or any Guarantor made by exchange

for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Borrower or a Guarantor, which is Incurred in

accordance with Section 7.1 so long as:

(A)         the principal

amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable),

plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired

for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness

being so redeemed, repurchased, acquired or retired, plus any tender premiums, plus any defeasance costs, fees and expenses

incurred in connection therewith);

(B)         such Indebtedness

is subordinated to the Loans or the related Guaranty of such Guarantor, as the case may be, at least to the same extent as such Subordinated

Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated

Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any Loans then

outstanding; and

(D)         such Indebtedness

has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of (x) the remaining Weighted Average

Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted

Average Life to Maturity that would result if all payments of principal on the Subordinated Indebtedness being redeemed, repurchased,

defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Loans then

outstanding were instead due on such date;

(iv)         a Restricted Payment

to pay for the repurchase, retirement or other acquisition for value of Equity Interests of Borrower or any direct or indirect parent

of Borrower held by any future, present or former employee, director, officer or consultant of Borrower or any Subsidiary of Borrower

or any direct or indirect parent of Borrower pursuant to any management equity plan or stock option plan or any other management or employee

benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause

(iv) do not exceed $45 million in any calendar year, with unused amounts in any calendar year being permitted to be carried over

to succeeding calendar years up to a maximum of $60 million in any calendar year; provided, further, however, that such amount

in any calendar year may be increased by an amount not to exceed:

(A)          the

cash proceeds received by Borrower or any of the Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified

Stock) of Borrower or any direct or indirect parent of Borrower (to the extent contributed to Borrower) to employees, directors,

officers or consultants of Borrower and the Restricted Subsidiaries or any direct or indirect parent of Borrower that occurs after

the Closing Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other

acquisition or dividend will not increase the amount available for Restricted Payments under Section 7.2(b)(viii)), plus

113

(B)            the cash proceeds

of key man life insurance policies received by Borrower or any direct or indirect parent of Borrower (to the extent contributed to Borrower)

or the Restricted Subsidiaries after the Closing Date;

provided that Borrower may elect to apply

all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; and provided,

further, that cancellation of Indebtedness owing to Borrower or any Restricted Subsidiary from any present or former employees, directors,

officers or consultants of Borrower, any Restricted Subsidiary or the direct or indirect parents of Borrower in connection with a repurchase

of Equity Interests of Borrower or any of its direct or indirect parents will not be deemed to constitute a Restricted Payment for purposes

of this Section 7.2 or any other provision of this Agreement;

(v)           the declaration

and payment of dividends or distributions to holders of any class or series of Disqualified Stock of Borrower or any Restricted Subsidiary

issued or incurred in accordance with Section 7.1;

(vi)           the declaration

and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock)

issued after the Closing Date;

(A)           a Restricted

Payment to any direct or indirect parent of Borrower, the proceeds of which will be used to fund the payment of dividends to holders

of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of Borrower issued

after the Closing Date; provided that the aggregate amount of dividends declared and paid pursuant to this clause (B) does

not exceed the net cash proceeds actually received by Borrower from any such sale of Designated Preferred Stock (other than Disqualified

Stock) issued after the Closing Date; and

(B)           the

declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and

payable thereon pursuant to Section 7.2(b)(ii); provided, however, in the case of each of clauses (A) and

(B) above of this clause (vi), that for the most recently ended four full Fiscal Quarters for which internal financial

statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such

issuance (and the payment of dividends or distributions and treating such Designated Preferred Stock as Indebtedness for borrowed

money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom),

Borrower would have had a Fixed Charge Coverage Ratio no less than 2.00 to 1.00.

(vii)         Investments

in joint ventures and Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by Borrower),

taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed

the sum of (a) the greater of $275 million and 20% of Consolidated EBITDA as of the date of such Investment and (b) an

amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income

and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being

measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any

Investment pursuant to this clause (vii) is made in any Person that is not Borrower or a Restricted Subsidiary at the date of

the making of such Investment and such Person becomes Borrower or a Restricted Subsidiary after such date, such Investment shall

thereafter be deemed to have been made pursuant to clause (1) of the definition of Permitted Investments and shall cease to

have been made pursuant to this clause (vii) for so long as such Person continues to be Borrower or a Restricted

Subsidiary;

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(viii)        Restricted Payments

that are made with (or in an aggregate amount that does not exceed the aggregate amount of) Excluded Contributions;

(ix)          other Restricted

Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (ix) that are

at that time outstanding, not to exceed the greater of $750 million and 55% of Consolidated EBITDA as of the date such Restricted Payment

is made;

(x)           the distribution,

as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Borrower or a Restricted Subsidiary by, Unrestricted

Subsidiaries;

(xi)           with

respect to any taxable period for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined, affiliated,

unitary or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which a direct or

indirect parent of Borrower is the common parent (a “Tax Group”), distributions (“Tax

Distributions”) to any direct or indirect parent of Borrower to pay the portion of the taxes of such Tax Group

attributable to the income of Borrower and/or its applicable Subsidiaries in an amount not to exceed the amount of any U.S. federal,

state and/or local income taxes (as applicable) that Borrower and/or its applicable Subsidiaries would have paid for such taxable

period had Borrower and/or its applicable Subsidiaries been a stand-alone corporate taxpayer or a stand-alone corporate group with

respect to such taxes; provided that distributions attributable to the income of any Unrestricted Subsidiary shall be

permitted only to the extent that such Unrestricted Subsidiary made distributions to Borrower or any Restricted Subsidiary for such

purpose;

(xii)          any

Restricted Payment, if applicable:

(A)           in amounts

required for any direct or indirect parent of Borrower to pay fees and expenses (including franchise or similar Taxes) required to maintain

its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees

of any direct or indirect parent of Borrower and general corporate operating and overhead expenses of any direct or indirect parent of

Borrower, in each case, to the extent such fees and expenses are attributable to the ownership or operation of Borrower, if applicable,

and its Subsidiaries;

(B) [reserved]; and

required for any direct or indirect parent of Borrower to pay fees and expenses related to any equity or debt offering of such

parent (whether or not successful);

(xiii)         repurchases of

Equity Interests that occur or are deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion

of the exercise price of such options or warrants;

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(xiv)        purchases

of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing and

the payment or distribution of Securitization Fees;

(xv)         Restricted

Payments by Borrower or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the

exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(xvi)        the repurchase,

redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described

in Section 7.4 or in connection with customary change of control offers; provided that if such transaction constitutes

a Change of Control, all Loans shall have been repaid in full (or the Change of Control Event of Default shall have been waived);

(xvii)       payments

or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation,

merger or transfer of all or substantially all of the assets of Borrower and the Restricted Subsidiaries, taken as a whole, that complies

with Section 7.8; provided that if such consolidation, amalgamation, merger or transfer of assets constitutes a Change

of Control, all Loans shall have been repaid in full (or the Change of Control Event of Default shall have been waived);

(xviii)      other

Restricted Payments; provided that the Consolidated Secured Net Leverage Ratio of Borrower for the most recently ended four full

Fiscal Quarters for which internal financial statements are available, determined on a pro forma basis, is less than 2.00 to 1.00;

provided, further, that any Restricted Payments made in reliance on this clause (xviii) shall reduce the Cumulative Credit

in an amount equal to the amount of such Restricted Payment but the Cumulative Credit shall not be reduced below zero as a result thereof;

and

(xix)        the Spin

Distributions, and any other Restricted Payment pursuant to or in connection with the Spin Transactions;

provided, however, that at the time of,

and after giving effect to, any Restricted Payment permitted under clauses (vi)(B), (vii), (ix), (x) and (xviii) of this Section 7.2(b),

no Default shall have occurred and be continuing or would occur as a consequence thereof (provided, however, that Borrower may

make regularly-scheduled dividend payments on its existing Series A Preferred Stock in accordance with the terms thereof pursuant

to Section 7.2(ix), regardless of whether any Default has occurred or is continuing or would occur as a consequence thereof); provided,

further, that any Restricted Payments made with property other than cash shall be calculated using the Fair Market Value (as determined

in good faith by Borrower) of such property.

No. 10 Closing Date, all of the Subsidiaries of Borrower will be Restricted Subsidiaries. For purposes of designating any Restricted

Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Borrower and the Restricted Subsidiaries (except to the extent

repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence

of the definition of “Investments.” Such designation will only be permitted if a Restricted Payment or Permitted Investment

in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

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7.3          Dividend and

Other Payment Restrictions Affecting Subsidiaries. Borrower shall not, and shall not permit any Restricted Subsidiary to,

directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which

prohibits or limits the ability of any Restricted Subsidiary to:

(a)            pay dividends or make

any other distributions to Borrower or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other

interest or participation in, or measured by, its profits; or

(b)            make loans or advances

to Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary;

except in each case for such encumbrances or restrictions existing

under or by reason of:

(i)           contractual encumbrances or restrictions in effect on the Amendment No.

8 Closing Date (including encumbrances or restrictions

imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (ii) contractual encumbrances or

restrictions pursuant to this Agreement, the other Loan Documents, the Revolving Credit Agreement (and all guarantee, security and

other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by

any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or

instruments;

(ii) the Senior Notes Documents or the guarantees

thereunder;

(iii) applicable law or any applicable rule,

regulation or order;

(iv)         any agreement or other instrument of a Person acquired by Borrower or any Restricted Subsidiary which was

in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds

or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the

properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its

Subsidiaries, so acquired;

(v)          contracts

or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement

entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary;

(vi)          Secured

Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right

of the debtor to dispose of the assets securing such Indebtedness;

(vii)         restrictions

on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(viii)       customary

provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(ix)          purchase

money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;

(x)           customary

provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;

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(xi)          any encumbrance

or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to

a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses

of intellectual property) or other contracts;

(xii)          any encumbrance

or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however,

that such restrictions apply only to such Securitization Subsidiary;

(xiii)        other

Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign

Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and

restrictions contained in any agreement or instrument will not materially affect Borrower’s or any Guarantor’s ability to

make anticipated principal or interest payments on the Loans (as determined in good faith by Borrower), provided that in the case

of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent

to the Closing Date pursuant to Section 7.1;

(xiv)        any

Restricted Investment not prohibited by Section 7.2 and any Permitted Investment;

(xv)         any encumbrances

or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications,

restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations

referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals,

increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Borrower, no more restrictive with

respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such

amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or

(xvi)        the

Spin Transactions.

For purposes of determining

compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions

prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions

on Capital Stock and (ii) the subordination of loans or advances made to Borrower or a Restricted Subsidiary to other Indebtedness

Incurred by Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

7.4            Asset

Sales.

(a)        Borrower shall not,

and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) Borrower or any Restricted Subsidiary,

as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good

faith by Borrower) of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by Borrower

or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(i)           any

liabilities (as shown on Borrower’s or a Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of

Borrower or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Loans or any Guaranty) that

are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction

with such transferee,

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(ii)          any notes

or other obligations or other securities or assets received by Borrower or such Restricted Subsidiary from such transferee that are converted

by Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received),

(iii)          Indebtedness

of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Borrower and

each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale,

(iv)          consideration

consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not

Borrower or any Restricted Subsidiary, and

(v)           any

Designated Non-cash Consideration received by Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair

Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-cash Consideration received

pursuant to this Section 7.4(a)(v) that is at that time outstanding, not to exceed the greater of $400 million and

25% of Consolidated EBITDA at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each

item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in

value),

shall be deemed to be Cash Equivalents for the purposes of this Section 7.4(a).

7.5            Transactions

with Affiliates.

(a)           Borrower shall not,

and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or

otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any

transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any

Affiliate of Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess

of $80 million, unless:

(i)           such Affiliate

Transaction is on terms that are not materially less favorable to Borrower or the relevant Restricted Subsidiary than those that could

have been obtained in a comparable transaction by Borrower or such Restricted Subsidiary with an unrelated Person; and

(ii)            with

respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of

$112.5 million, Borrower delivers to Agent a resolution adopted in good faith by the majority of the Board of Directors of Borrower,

approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction

complies with clause (i) above.

(b)            The

provisions of Section 7.5(a) shall not apply to the following:

(i)            transactions

between or among Borrower and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result

of such transaction) and any merger, consolidation or amalgamation of Borrower and any direct parent of Borrower; provided that

such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of

Borrower and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Agreement and effected for

a bona fide business purpose;

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(ii)           Restricted Payments permitted by Section 7.2 and Permitted Investments;

(iii)          the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided

on behalf of, officers, directors, employees or consultants of Borrower, any Restricted Subsidiary, or any direct or indirect parent

of Borrower;

(iv)          transactions in which

Borrower or any Restricted Subsidiary, as the case may be, delivers to Agent a letter from an Independent Financial Advisor stating that

such transaction is fair to Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause

(i) of Section 7.5(a);

(v)          payments or loans

(or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors

of Borrower in good faith;

(vi)          any agreement as

in effect as of the Closing Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken

as a whole, is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing

Date) or any transaction contemplated thereby as determined in good faith by Borrower;

(vii)          the existence of,

or the performance by Borrower or any Restricted Subsidiary of its obligations under the terms of any stockholders or limited liability

Borrower agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the

Closing Date, any transaction, agreement or arrangement described in the 2025 Notes Offering Memoranda and, in each case, any amendment

thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence

of, or the performance by Borrower or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction,

agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Closing Date shall only be

permitted by this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together

with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to

the Lenders in any material respect than the original transaction, agreement or arrangement as in effect on the Closing Date;

(viii)        (A) transactions

with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase

or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement,

which are fair to Borrower and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management

of Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or

(B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent

with past practice or industry norm;

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(ix)          any

transaction effected as part of a Qualified Securitization Financing;

(x)

the issuance of Equity Interests (other than Disqualified Stock) of Borrower to any

Person;

(xi)          the issuances

of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements,

management equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors

of Borrower or the Board of Directors of any direct or indirect parent of Borrower, or the Board of Directors of a Restricted Subsidiary,

as applicable, in good faith;

(xii)         the entering

into of any tax sharing agreement or arrangement that complies with Sections 7.2(b)(xi) and 7.2(b)(xii) and the

performance under any such agreement or arrangement;

(xiii) any contribution to the capital of

Borrower;

(xiv) transactions permitted by, and complying

with, Section 7.8;

(xv)         transactions between Borrower or any Restricted Subsidiary and any Person, a director of which is also a director

of Borrower or any direct or indirect parent of Borrower; provided, however, that such director abstains from voting as a director

of Borrower or such direct or indirect parent of Borrower, as the case may be, on any matter involving such other Person;

(xvi) pledges of Equity Interests of Unrestricted

Subsidiaries;

(xvii)       the

formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the

ordinary course of business;

(xviii)       any

employment agreements entered into by Borrower or any Restricted Subsidiary in the ordinary course of business;

(xix)         transactions

undertaken in good faith (as determined by a responsible financial or accounting officer of Borrower) for the purpose of improving the

consolidated tax efficiency of Borrower and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this

Agreement;

(xx)         non-exclusive

Licenses of Intellectual Property to or among Borrowers, their respective Restricted Subsidiaries and their Affiliates; and

(xxi)         the Spin

Transactions, including the execution, delivery and performance of any Spin Documents.

7.6            [Reserved].

7.7            Liens.

(a)           Borrower shall not,

and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien securing

Indebtedness of Borrower or any Restricted Subsidiary, other than Permitted Liens, on any asset or property of Borrower or such Restricted

Subsidiary.

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(b)           Notwithstanding anything

herein to the contrary, Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur

or suffer to exist any Lien securing Indebtedness for borrowed money in excess of $100,000,000 on any Excluded Principal Property owned

by any Credit Party without effectively providing that the Loans outstanding at such time (together with, if Borrower shall so determine,

any other Indebtedness for borrowed money of Borrower or such Restricted Subsidiary existing at such time or thereafter created that

is not subordinate to the Loans) shall be secured by Liens on such Excluded Principal Property (as and to the extent such assets would

otherwise constitute Collateral were they not an Excluded Principal Property) on a pari passu basis with, or on a senior basis

to, such secured Indebtedness for borrowed money, so long as such secured Indebtedness for borrowed money shall be so secured (and, for

the avoidance of doubt, the Loans shall no longer be required to be secured by Liens on any such Excluded Principal Property at any time

that such Excluded Principal Property ceases to be subject to Liens securing Indebtedness for borrowed money in excess of $100,000,000).

compliance with this Section 7.7, (i) a Lien securing an item of Indebtedness need not be permitted solely by reference

to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” but may be permitted

in part under any combination thereof and (ii) in the event that a Lien securing an item of Indebtedness (or any portion thereof)

meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted

Liens” or pursuant to Section 7.7(a), Borrower may, in its sole discretion, classify or reclassify, or later divide,

classify or reclassify (as if Incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in

any manner that complies with this covenant and will be entitled to only include the amount and type of such Lien or such item of Indebtedness

secured by such Lien (or any portion thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition

of “Permitted Liens” and, in such event, such Lien securing such item of Indebtedness (or any portion thereof) will be treated

as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such

item (or portion thereof) when calculating the amount of Liens or Indebtedness that may be Incurred pursuant to any other clause or paragraph.

Notwithstanding the foregoing, Liens securing the Revolving Credit Agreement shall be incurred pursuant to paragraph (6)(B) of the

definition of Permitted Liens and may not be reclassified.

(d)           With respect to any

Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien

shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness

shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value,

the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in

the form of common stock of Borrower, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock

of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding

solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described

in clause (3) of the definition of “Indebtedness.”

7.8            When

Borrower and Guarantors May Merge or Transfer Assets.

(a)         Borrower may not,

directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not Borrower is the surviving

Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one

or more related transactions, to any Person unless:

(i)           Borrower

is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion

(if other than Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is

a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States,

any state thereof, or the District of Columbia (Borrower or such Person, as the case may be, being herein called the

“Successor Company”); provided that in the event that the Successor Company is not a corporation, a

co-obligor of the Loans is a corporation;

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(ii)          the Successor

Company (if other than Borrower) expressly assumes all the obligations of Borrower under the Loan Documents pursuant to joinder or other

applicable documents or instruments (including Collateral Documents or supplements or joinders thereto) in form reasonably satisfactory

to Agent;

(iii)          immediately

after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of

its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary

at the time of such transaction) no Default shall have occurred and be continuing;

(iv)          immediately

after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter

period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a

result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction),

either

(A)            the Successor

Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth

in Section 7.1(a); or

(B)            the Fixed

Charge Coverage Ratio of Borrower would be no less than such ratio immediately prior to such transaction;

(v)          if Borrower

is not the Successor Company, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental

documentation confirmed that its Guaranty of the Obligations hereunder (and related grant of a security interest in the Collateral) shall

apply to such Person’s obligations under the Loan Documents; and

(vi)          the Successor

Company shall have delivered to Agent (x) information reasonably requested in writing by Agent (or any Lender through Agent) reasonably

required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations and (y) an

Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such

supplemental documentation (if any) comply with this Agreement.

The Successor Company (if

other than Borrower) will succeed to, and be substituted for, Borrower under this Agreement and the other Loan Documents, and in

such event Borrower will automatically be released and discharged from its obligations under this Agreement and the other Loan

Documents. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 7.8(a), (A) Borrower or

any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a

Restricted Subsidiary or, provided that Borrower is the Successor Company, Borrower, and (B) Borrower may merge, consolidate or

amalgamate with an Affiliate incorporated solely for the purpose of reincorporating Borrower in another state of the United States

or the District of Columbia (collectively, “Permitted Jurisdictions”) or may convert into a corporation,

partnership or limited liability company, so long as the amount of Indebtedness of Borrower and the Restricted Subsidiaries is not

increased thereby. This Section 7.8(a) will not apply to a sale, assignment, transfer, conveyance or other

disposition of assets between or among Borrower and the Restricted Subsidiaries.

123

(b)        Subject to Section 13.10

hereof, other than in connection with the Spin Transactions, no Guarantor shall, and Borrower shall not permit any such Guarantor to,

consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Guarantor is the surviving Person), or

sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related

transactions to, any Person, unless:

(i)            either (A) such

Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than

such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a company,

corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any

state thereof or the District of Columbia (such Guarantor or such Person, as the case may be, being herein called the “Successor

Guarantor”) and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor

under this Agreement and the other Loan Documents or the Guaranty, as applicable, pursuant to supplemental documentation or other applicable

documents or instruments (including Collateral Documents, or supplements or joinders thereto) in form reasonably satisfactory to Agent,

or (B) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 7.4; and

(ii)           the Successor

Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to Agent an Officer’s Certificate and an

Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental documentation (if any)

comply with this Agreement.

Except as otherwise provided

in this Agreement, the Successor Guarantor (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under

this Agreement and the other Loan Documents or the Guaranty, as applicable, and such Guarantor will automatically be released and discharged

from its obligations under this Agreement and the other Loan Documents or its Guaranty. Notwithstanding the foregoing, (1) a Guarantor

may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in a Permitted

Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under

the laws of any Permitted Jurisdiction so long as the amount of Indebtedness of such Guarantor is not increased thereby and (2) a

Guarantor may merge, amalgamate or consolidate with Borrower or another Guarantor.

In addition, notwithstanding

the foregoing, a Guarantor may consolidate, amalgamate or merge with or into or wind up or convert into, liquidate, dissolve, or sell,

assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to Borrower or any Guarantor.

Notwithstanding the foregoing,

in no event shall any Credit Party that is a Non-Con-way Subsidiary be merged, amalgamated or consolidated with or into, or transfer

all or substantially all of its property or business to, a Con-way Subsidiary if such transaction would cause Equity Interests or any

Principal Property owned by a Non-Con-way Subsidiary to become Excluded Principal Property, unless Borrower agrees that such property

will not constitute Excluded Property.

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7.9          OFAC;

Patriot Act. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail to comply in all material respects

with the laws, regulations and executive orders referred to in Section 4.23 and Section 4.24.

7.10         Change

of Fiscal Year. Borrower shall not change its Fiscal Year without prior notice to Agent, in which case, Borrower and Agent will,

and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in Fiscal

Year.

7.11         ERISA.

No Credit Party shall, or shall cause or permit any ERISA Affiliate to, cause or permit to occur (i) an event that could result

in the imposition of an ERISA Lien or (ii) an ERISA Event to the extent such ERISA Event or ERISA Lien, either alone or together

with all such other ERISA Events, would reasonably be expected to have a Material Adverse Effect.

8. TERM

8.1           Termination.

The financing arrangements contemplated hereby shall be in effect until the Termination Date.

9. DEFAULTS AND REMEDIES

9.1           Events

of Default. The occurrence of any one or more of the following events constitute an “Event of Default”:

(a)           there is a default

in any payment of interest or other amounts (other than principal or premium) on any Loans when due, and such default continues for a

period of five Business Days; or

(b)           there is a default

in the payment of principal or premium, if any, of any Loans when due, upon declaration or otherwise; or

or warranty made or deemed made in or in connection with any Loan Document or the borrowings hereunder, or any certificate or document

furnished pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made

or furnished;

(d)           default shall be made

in the due observance or performance by Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in Section 5.1(f),

6.1(a) (solely as to Borrower) or 6.15 or in Section 7; or

(e)          default shall be made

in the due observance or performance by Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in any

Loan Document (other than those specified in (a), (b) or (d) above) and such default shall continue unremedied for a period

of 30 days after notice thereof from Agent to Borrower (which notice shall also be given at the request of any Lender); or

(f)            (i) Borrower

or any Restricted Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness

for which the aggregate principal amount exceeds $140 million, when and as the same shall become due and payable, or

(ii) Borrower or any Restricted Subsidiary shall breach or default any other material term of Indebtedness for which the

aggregate principal amount exceeds $140 million beyond the grace period, if any, provided therefor, if the effect of such breach or

default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to

cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity, provided that this

clause (f)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the

property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for

such Indebtedness; or

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(g)           Borrower or any Significant

Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) pursuant to or within the meaning of

any Bankruptcy Law:

(i) commences a voluntary case; or

(ii) consents to the entry of an order for

relief against it in an involuntary case;

(iii)         consents to the appointment

of a Custodian of it or for any substantial part of its property; or

(iv)          makes a general assignment for

the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency, or

(h)            a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)           is for relief against Borrower

or any Significant Subsidiary in an involuntary case; or

(ii)           appoints a Custodian of Borrower

or any Significant Subsidiary or for any substantial part of its property; or

(iii)          orders

the winding up or liquidation of Borrower or any Significant Subsidiary; or any similar relief is granted under any foreign laws

and, in each case, the order or decree remains unstayed and in effect for 60 days; or

(i)            there is a failure

by Borrower or any Restricted Subsidiary to pay final judgments aggregating in excess of $140 million or its foreign currency equivalent

(net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged,

waived or stayed for a period of 60 days; or

(j)            any material provision of any Loan Document for any reason (other than due to

(i) Agent’s failure to take or refrain from taking any

action under its sole control or (ii) Agent’s loss of possessory Collateral that was in its possession or failure to file

Uniform Commercial Code continuation statements) ceases to be in full force and effect (or any Credit Party shall challenge in

writing the enforceability of any Loan Document or shall assert in writing that any provision of any of the Loan Documents has

ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms), or any Loan Document ceases to create

a valid and perfected security interest in any material portion of the Collateral purported to be covered thereby (subject to

Permitted Liens and qualifications with respect to perfection set forth in this Agreement) having the priority contemplated by the

Collateral Documents and the applicable Intercreditor Agreements, except to the extent that any such loss of perfection or priority

results from the failure of Agent to maintain possession of certificates actually delivered to them representing securities pledged

under the Collateral Documents or to file Code financing statements or continuation statements or other equivalent filings; or

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(k) a Change of Control shall have occurred;

(l)             an ERISA Event shall have occurred that, when taken either alone or together with all other such ERISA

Events then outstanding, would reasonably be expected to have a Material Adverse Effect.

The foregoing shall constitute

Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation

of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental

body.

9.2 Remedies.

(a) [Reserved].

(b)           If any Event of Default has occurred and is continuing, Agent shall, at the written request of the

Requisite Lenders, take any or all of the following actions (i) declare all or any portion of the Obligations hereunder (other

than, for the avoidance of doubt, Obligations under any Secured Hedge Agreement), including all or any portion of any Loan to be

forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived

by Borrower and each other Credit Party; or (ii) exercise any rights and remedies provided to Agent under the Loan Documents or

at law or equity, including all remedies provided under the Code and any other applicable law of any jurisdiction; provided,

upon the occurrence of an Event of Default specified in Section 9.1(f) or Section 9.1(g) relating

to Borrower only, all of the Obligations hereunder shall become immediately due and payable without declaration, notice or demand by

any Person. Agent shall, as soon as reasonably practicable, provide to Borrower notice of any action taken pursuant to this Section 9.2(b) (but

failure to provide such notice shall not impair the rights of Agent or the Lenders hereunder and shall not impose any liability upon

Agent or the Lenders for not providing such notice).

9.3            Waiver

by Credit Parties. Except as otherwise provided for in this Agreement or by applicable law, each Credit Party waives, to the fullest

extent permitted by law (including for purposes of Article 13): (a) presentment, demand and protest and notice of presentment,

dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement,

extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties

at any time held by Agent as Collateral on which any Credit Party may in any way be liable, and hereby ratifies and confirms whatever

Agent may do in this regard, (b) all rights to notice and a hearing prior to Agent’s taking possession or control of, or to

Agent’s replevy, attachment or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing

Agent to exercise any of its remedies, and (c) the benefit of all valuation, appraisal, marshaling and exemption laws. Each Credit

Party acknowledges that in the event such Credit Party fails to perform, observe or discharge any of its obligations or liabilities under

this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to Agent and the Lenders; therefore, such

Credit Party agrees, except as otherwise provided in this Agreement or by applicable law, that Agent and the Lenders shall be entitled

to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

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10. APPOINTMENT OF AGENT

10.1        Appointment

of Agents. MSSF, as Agent, is hereby appointed to act on behalf of all Lenders with respect to the administration of the Loans

and the Commitments made to Borrower and to act as agent on behalf of all Lenders with respect to Collateral of the Credit Parties

under this Agreement and the other Loan Documents. The provisions of this Section 10.1 are solely for the benefit of

Agent and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the

provisions hereof (other than Sections 10.6 and 10.11). In performing its functions and duties under this Agreement

and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume or shall not be deemed to have

assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall not

have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties

of Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this

Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in

this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, nor shall they be liable for failure to

disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained

by Agent or any of its Affiliates in any capacity. Agent nor any of its Affiliates nor any of their respective officers, directors,

employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or

under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross

negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.

If Agent shall request

instructions from Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in

connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such

action unless and until Agent shall have received instructions from Requisite Lenders or all affected Lenders, as the case may be,

and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing

to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent be contrary to

law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the reasonable opinion of Agent expose

Agent to Environmental Liabilities, or (c) if Agent shall not

first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking

or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against

Agent as a result of Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the

instructions of Requisite Lenders or all affected Lenders, as applicable.

10.2         Agents’

Reliance, Etc. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees

shall be liable for any action taken or not taken by it or them under or in connection with this Agreement or the other Loan

Documents, except for damages caused by its or their own gross negligence or willful misconduct or that of its Affiliates or their

respective directors, officers, agents or employees as determined by a court of competent jurisdiction in a final and non-appealable

judgment. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof

until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory

to Agent; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be

liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or

experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements,

warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any

duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement

or the other Loan Documents on the part of any Credit Party or to inspect the Collateral (including the books and records) of any

Credit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability,

genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished

pursuant hereto or thereto; (f) shall incur no liability under or in respect of this Agreement or the other Loan Documents by

acting upon any notice, consent, certificate or other instrument or writing (which may be by fax, telegram, cable or telex) believed

by it to be genuine and signed or sent by the proper party or parties; and (g) shall be entitled to delegate any of its duties

hereunder to one or more sub-agents.

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Except for action requiring the approval of Requisite

Lenders or all Lenders, as the case may be, Agent shall be entitled to use its discretion with respect to exercising or refraining from

exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which

it may be able to take under or in respect of, this Agreement, unless Agent shall have been instructed by Requisite Lenders or all Lenders,

as the case may be, to exercise or refrain from exercising such rights or to take or refrain from taking such action. No Agent shall

incur any liability to the Lenders under or in respect of this Agreement with respect to anything which it may do or refrain from doing

in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its

own gross negligence, bad faith, material breach or willful misconduct as determined by a court of competent jurisdiction in a final

and non-appealable judgment. No Agent shall be liable to any Lender in acting or refraining from acting under this Agreement in accordance

with the instructions of Requisite Lenders or all Lenders, as the case may be, and any action taken or failure to act pursuant to such

instructions shall be binding on all Lenders.

10.3         MSSF

and Affiliates. With respect to its Commitments hereunder, MSSF shall have the same rights and powers under this Agreement and the

other Loan Documents as any other Lender and may exercise the same as though it were not Agent; and the term “Lender” or

“Lenders” shall, unless otherwise expressly indicated, include MSSF in its individual capacity. MSSF and each of its Affiliates

may lend money to, invest in, and generally engage in any kind of business with, any Credit Party, any of their Affiliates and any Person

who may do business with or own securities of any Credit Party or any such Affiliate, all as if MSSF were not Agent and without any duty

to account therefor to Lenders. MSSF and each of its Affiliates may accept fees and other consideration from any Credit Party for services

in connection with this Agreement or otherwise without having to account for the same to Lenders.

10.4         Lender

Credit Decision. Each (x) Term B-2 Lender acknowledges that it has, independently and without reliance upon Agent or any other

Lender and based on the most recent Financial Statements as of the Amendment No. 10 Closing Date and such other documents and information

as it has deemed appropriate, made its own credit and financial analysis of the Credit Parties and its own decision to enter into this

Agreement and, (y) Term B-3

Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and based on the most recent Financial

Statements as of the Amendment No. 10 Closing Date and such other documents and information as it has deemed appropriate, made its

own credit and financial analysis of the Credit Parties and its own decision to enter into this Agreement

and (z) Term B-4 Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and based on

the most recent Financial Statements as of the Amendment No. 11 Closing Date and such other documents and information as it has

deemed appropriate, made its own credit and financial analysis of the Credit Parties and its own decision to enter into this Agreement.

Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents

and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under

this Agreement. Each Lender acknowledges the potential conflict of interest of each other Lender as a result of Lenders holding disproportionate

interests in the Loans, and expressly consents to, and waives any claim based upon, such conflict of interest. Each Lender acknowledges

the potential conflict of interest between MSSF, as a Lender, holding disproportionate interests in the Loans, and MSSF, as Agent.

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10.5            Indemnification.

Each Lender severally agrees to indemnify Agent (to the extent not reimbursed by Credit Parties and without limiting the obligations

of Credit Parties hereunder), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against

Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken

by Agent in connection therewith in accordance with its Pro Rata Share; provided, that no Lender shall be liable to Agent for

any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or

disbursements resulting from Agent’s gross negligence or willful misconduct of Agent as determined by a court of competent

jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Lender severally agrees to reimburse Agent

promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by Agent in

connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through

negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and

each other Loan Document, to the extent that Agent is not reimbursed for such expenses by Credit Parties.

10.6            Successor

Agent. Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and

Borrower. Upon any such resignation, the Requisite Lenders (in consultation with Borrower) shall have the right to appoint a

successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such

appointment within thirty (30) days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on

behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or

otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to

the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation

shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder, in each case, until

such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite

Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided

that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any

appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights,

powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a

successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its

duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor

of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, the provisions of this Section 10

shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement

and the other Loan Documents.

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10.7            Setoff

and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of

any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any

time or from time to time, without prior notice to any Credit Party or to any Person other than Agent, any such notice being hereby

expressly waived, to offset and to appropriate and to apply any and all balances held by it at any of its offices for the account

(other than Excluded Accounts (as defined in the Security Agreement)) of a Credit Party (regardless of whether such balances are

then due to such Credit Party) and any other Indebtedness at any time held or owing by that Lender or that holder to or for the

credit or for the account of a Credit Party against and on account of any of the Obligations hereunder that are not paid when due; provided

that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such

rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations hereunder in excess

of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such

other Lender’s or holder’s Pro Rata Share of the Obligations hereunder as would be necessary to cause such Lender to

share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata

Shares (other than payments made pursuant to Section 2.2 or 2.3 and offset rights exercised by any Lender with

respect to Sections 2.11, 2.16 or 2.14). Each Credit Party agrees, to the fullest extent permitted by law and

subject to the limitations set forth above, that any Lender may exercise its right to offset with respect to amounts in excess of

its Pro Rata Share of the Obligations hereunder owed to it and may sell participations in such amounts so offset to other Lenders

and holders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter

recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded

and the purchase price restored without interest. If a Defaulting Lender or Impacted Lender receives any such payment as described

in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash

collateral requirements set forth in Section 2.1(d).

10.8            Dissemination

of Information. Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices,

communications or other information received by Agent from any Credit Party, any Subsidiary, any Lender or any other Person under or

in connection with this Agreement or any other Loan Document except (i) as specifically provided for in this Agreement or any other

Loan Document, and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document,

instrument, notice or other written communication received by and in the possession of Agent at the time of receipt of such request and

then only in accordance with such specific request.

10.9            Actions

in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no

Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (other than exercising any rights

of setoff) without first obtaining the prior written consent of Agent and Requisite Lenders, it being the intent of Lenders that any

such action to protect or enforce rights under this Agreement and the Notes shall be taken in concert and at the direction or with the

consent of Agent or Requisite Lenders; provided, however, that (i) each Lender shall be entitled to file a proof of

claim in any proceeding under any Insolvency Law to the extent that such

Lender disagrees with Agent’s composite

proof of claim filed on behalf of all Lenders, (ii) each Lender shall be entitled to vote its claim with respect to any plan of

reorganization in any proceeding under any Insolvency Law and (iii) each Lender shall be entitled to pursue its deficiency claim

after liquidation of all or substantially all of the Collateral and application of the proceeds therefrom.

10.10           Procedures.

Agent is hereby authorized by each Credit Party and each other Person to whom any Obligations hereunder are owed to establish procedures

(and to amend such procedures from time to time) to facilitate administration and servicing of the Loans and other matters incidental

thereto. Without limiting the generality of the foregoing, Agent is hereby authorized to establish procedures to make available or deliver,

or to accept, notices, documents and similar items on, by posting to or submitting and/or completion on, E-Systems. The posting, completion

and/or submission by any Credit Party of any communication pursuant to an E-System shall constitute a representation and warranty by

the Credit Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided,

given or made by a Credit Party in connection with any such communication is true, correct and complete in all material respects except

as expressly noted in such communication or otherwise on such E-System.

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10.11 Collateral Matters.

(a)           Lenders hereby

irrevocably authorize and direct Agent to release Liens upon any Collateral (and any such Liens shall be automatically released),

without further action by Agent or any other Person, (i) upon the Termination Date; (ii) in respect of property of any

Subsidiary being sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or

transferred) if the sale or disposition or transfer is made in compliance with this Agreement and the Loan Documents (or otherwise

is not prohibited) (and Agent may, in its discretion, request, and rely conclusively without further inquiry on, a certificate from

Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or disposition is approved by

the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) to the

extent the applicable Collateral is or becomes Excluded Property and/or Excluded Principal Property; (iv) to the extent the

applicable Collateral constitutes property leased to Credit Parties under a lease which has expired or been terminated in a

transaction permitted under this Agreement; (v) to the extent the Credit Party owning such Collateral is released from its

Obligations hereunder (pursuant to Section 13.10 or otherwise); or (vi) as required by the terms of any

Intercreditor Agreement. Upon request by Agent or Borrower at any time, Lenders will confirm in writing Agent’s authority to

release any Lien upon particular types or items of Collateral pursuant to this Section 10.11. In addition, the Lenders

hereby authorize Agent, to subordinate any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted

pursuant to paragraph (6)(C) of the definition of Permitted Lien. In addition, the Guaranty of the Obligations by, and the

liens on the assets of, any Restricted Subsidiary which is designated as an Unrestricted Subsidiary will automatically be terminated

and released at the time of such designation.

(b)            Promptly, and in any

event not later than five (5) Business Days’ following written request by Borrower, Agent shall (and is hereby irrevocably

authorized and directed by Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens

upon Collateral as contemplated by Section 10.11(a); provided, however, that (i) Agent shall be fully

protected in relying on such certification by Borrower (and shall not be responsible for or have a duty to ascertain or inquire into

any representation or warranty contained therein) and any execution and delivery of such requested documentation shall be without recourse

or warranty to Agent (other than Agent’s authority to execute and deliver such documents) and (ii) such release shall not

in any manner discharge, affect or impair the Obligations hereunder or any Liens (other than those expressly being released) upon (or

obligations of Credit Parties in respect of) all interests retained by Credit Parties, including the proceeds of any sale, all of which

shall continue to constitute part of the Collateral to the extent contemplated by the Collateral Documents.

10.12       Additional

Agents. None of the Lenders or other entities identified on the facing page of this Agreement as a “syndication agent”,

“arranger” or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this

Agreement or any other Loan Document other than those applicable to all Lenders as such. No Agent, Lender, “syndication agent”,

“arranger” or “bookrunner” has any fiduciary relationship with or duty to any Credit Party arising out of or

in connection with this Agreement or any of the other Loan Documents, and the relationship between Agent and Lenders, on one hand, and

the Credit Parties, on the other hand, in connection herewith or with such other Loan Documents is solely that of debtor and creditor.

Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any

other Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other entities so identified

in deciding to enter into this Agreement or any other Loan Document or in taking or not taking action hereunder or thereunder. If necessary

or appropriate Agent may appoint a Person to serve as separate collateral agent under any Loan Document. Each right and remedy intended

to be available to Agent under the Loan Document shall also be vested in Agent. The Lenders shall execute and deliver any instrument

or agreement that Agent may request to effect such appointment. If such Person appointed by Agent shall die, dissolve, become incapable

of acting, resign or be removed, then all the rights and remedies of Agent, to the extent permitted by applicable law, shall vest in

and be exercised by Agent until appointment of a new agent.

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10.13 Distribution of Materials to Lenders.

(a)            Borrower acknowledges and agrees that

the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on

behalf of, Borrower hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of,

Agent, and made available to, the Lenders by posting such Borrower Materials on an E-System (the “Borrower

Workspace”). Borrower authorizes Agent to download copies of its logos from its website and post copies thereof on

Borrower Workspace. Borrower hereby acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders

that do not wish to receive MNPI) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially

reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that

(i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean

that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials

“PUBLIC,” Borrower shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as either

publicly available information or not material information (although it may be sensitive, confidential and proprietary) with respect

to Borrower, its Subsidiaries or their securities for purposes of United States federal and state securities laws, (iii) all

Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of Borrower Workspace designated

“Public Investor”, and (iv) Agent shall be entitled to treat Borrower Materials that are not marked

“PUBLIC” as being suitable only for posting on a portion of Borrower Workspace not designated “Public

Investor.”

(b)            Each Lender represents,

warrants, acknowledges and agrees that (i) Borrower Materials may contain MNPI concerning Borrower, its Affiliates or their securities,

(ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all

such Borrower Materials in accordance with Section 12.8 and any applicable laws and regulations, including federal and state

securities laws and regulations.

any Lender has elected to abstain from receiving MNPI concerning Borrower, their Affiliates or their securities, such Lender

acknowledges that, notwithstanding such election, Agent and/or Borrower will, from time to time, make available

syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the credit facilities,

including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on

the Lender’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain

MNPI) in accordance with such Lender’s compliance policies and Contractual Obligations and applicable law, including federal

and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender

hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and Borrower upon oral

or written request therefor by Agent or Borrower. Notwithstanding such Lender’s election to abstain from receiving MNPI, such

Lender acknowledges that if such Lender chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning

Borrower, its Affiliates or their securities.

10.14       Agent.

Notwithstanding anything to the contrary set forth in this Agreement, all determinations of Agent under the Loan Documents shall be made

by Agent.

10.15       Intercreditor

Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct Agent to, without any further consent

of any Lender or any other Secured Party, enter into (or join, acknowledge and consent to) or amend, renew, extend, supplement, restate,

replace, waive or otherwise modify (A)(i) [reserved], (ii) the Pari Passu Intercreditor Agreement and any joinder thereto with

the collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu

with the Liens on the Collateral securing the Obligations under this Agreement and (iii) any Junior Intercreditor Agreement with

the collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior

to the Liens on the Collateral securing the Obligations under this Agreement (any of the foregoing, an “Intercreditor Agreement”

and, collectively, the “Intercreditor Agreements”) and (B) any joinders to the Collateral Documents with the

collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu

with the Liens on the Collateral securing the Obligations under this Agreement (collectively, the “Collateral Document Joinders”).

The Lenders and the other Secured Parties irrevocably agree that (x) Agent may rely exclusively on a certificate of an Officer of

Borrower as to whether the Liens governed by such Collateral Document Joinders and Intercreditor Agreements and the priority of such

Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement or Collateral Document Joinder entered into

by Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions

contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement or Collateral Document Joinder (or the

Collateral Documents as modified thereby). The foregoing provisions are intended as an inducement to any provider of any Indebtedness

not prohibited by Section 7.1 hereof to extend credit to the Credit Parties and such persons are intended third-party beneficiaries

of such provisions.

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10.16       Certain

ERISA Matters.

(a)            Each Lender (x) represents

and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a

Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of Agent and not, for the avoidance of

doubt, to or for the benefit of Borrower or any Guarantor, that at least one of the following is and will be true:

(i)            such Lender

is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans

with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or this Agreement,

(ii)

the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined

by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration

of and performance of the Loans and this Agreement,

(iii)           (A) such Lender is an investment

fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14),

(B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate

in, administer and perform the Loans and this Agreement, (C) the entrance into, participation in, administration of and

performance of the Loans and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of

PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are

satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans and

this Agreement, or

(iv)         such other

representation, warranty and covenant as may be agreed in writing between Agent, in its sole discretion, and such Lender.

(b)            In

addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender

or (2) such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the

immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender

party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases

being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of Borrowers or

any Guarantor, that Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance

into, participation in, administration of and performance of the Loans and this Agreement (including in connection with the

reservation or exercise of any rights by Agent under this Agreement, any Loan Document or any documents related hereto or

thereto).

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10.17       Erroneous

Payments.

(a)            If

Agent (x) notifies a Lender or a Secured Party, or any Person who has received funds on behalf of a Lender or a Secured Party

(any such Lender or Secured Party or other recipient (and each of their respective successors and assigns), but for the avoidance of

doubt excluding Borrower and its Subsidiaries, a “Payment Recipient”) that Agent has determined in its sole

discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth

in such notice from Agent) received by such Payment Recipient from Agent or any of its Affiliates were erroneously or mistakenly

transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender,

Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of

principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and

(y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times

remain the property of Agent pending its return or repayment as contemplated below in this Section 10.17 and held in

trust for the benefit of Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such

funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or

such later date as Agent may, in its sole discretion, specify in writing), return to Agent the amount of any such Erroneous Payment

(or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest

thereon (except to the extent waived in writing by Agent) in respect of each day from and including the date such Erroneous Payment

(or portion thereof) was received by such Payment Recipient to the date such amount is repaid to Agent in same day funds at the

greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank

compensation from time to time in effect. A notice of Agent to any Payment Recipient under this clause (a) shall be

conclusive, absent manifest error.

(b)            Without limiting the

immediately preceding clause (a), each Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured

Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received

as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from Agent (or any of its Affiliates)

(x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment,

prepayment or repayment sent by Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that

was not preceded or accompanied by a notice of payment, prepayment or repayment sent by Agent (or any of its Affiliates), or (z) that

such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in

whole or in part), then in each such case:

(i)            it acknowledges

and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed

to have been made (absent written confirmation from Agent to the contrary) or (B) an error and mistake has been made (in the case

of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)           such

Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and,

in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately

preceding clauses (x), (y) and (z)) notify Agent of its receipt of such payment, prepayment or repayment,

the details thereof (in reasonable detail) and that it is so notifying Agent pursuant to this Section 10.17(b).

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Party hereby authorizes Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any

Loan Document, or otherwise payable or distributable by Agent to such Lender or Secured Party under any Loan Document with respect to

any payment of principal, interest, fees or other amounts, against any amount that Agent has demanded to be returned under clause

(a) above.

(d)            In

the event that an Erroneous Payment (or portion thereof) is not recovered by Agent from any Payment Recipient for any reason, after

demand therefor in accordance with clause (a) above, from any Lender that has received such Erroneous Payment (or

portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective

behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon Agent’s notice to such

Lender at any time, Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured

Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency.

(e)            The parties hereto

agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrower or any

other Credit Party, except, in each case, solely to the extent any such Erroneous Payment is, and solely with respect to the amount of

such Erroneous Payment that is, comprised of funds received by Agent from Borrower or any of its Subsidiaries for the purpose of making

any payment hereunder that became subject to such Erroneous Payment.

(f)            To the extent permitted

by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to

waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Agent

for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value”

or any similar doctrine.

(g)            Each party’s

obligations, agreements and waivers under this Section 10.17 shall survive the resignation or replacement of Agent, any transfer

of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or

discharge of all Obligations (or any portion thereof) under any Loan Document.

(h) [reserved].

11. ASSIGNMENT AND PARTICIPATIONS; SUCCESSORS

AND ASSIGNS

11.1 Assignment and Participations.

(a)            Subject to the terms of this Section 11.1, any Lender may make an assignment, or sell

participations in, at any time or times, the Loan Documents, Loans and any Commitment or any portion thereof or interest therein,

including any Lender’s rights, title, interests, remedies, powers or duties thereunder, to an Eligible Assignee (in the case

of an assignment) or to any Person (in the case of a participation). Any assignment by a Lender shall be subject to the following

conditions:

(i)            Assignment

Agreement. Any assignment by a Lender shall require (A) the execution of an assignment agreement (the “Assignment Agreement”)

substantially in the form attached hereto as Exhibit 11.1(a) or otherwise in form and substance reasonably satisfactory

to and acknowledged by Agent and (B) the payment of a processing and recordation fee of $3,500 by the assignor or assignee to Agent

(unless such assignment is to a Lender or an Affiliate of a Lender or an Approved Fund). Agent, acting as Borrower’s agent, shall

maintain at one of its offices listed in Section 12.10 (as may be updated from time to time pursuant to Section 12.10),

a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and

the Commitments of each Lender pursuant to the terms hereof from time to time (the “Register”). Agent shall accept

and record into the Register each Assignment Agreement that it receives which is executed and delivered in accordance with the terms

of this Agreement. The entries in the Register shall be conclusive, absent manifest error, and Borrower, Agent and the Lenders may treat

each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,

notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and the Lenders, at any reasonable

time and from time to time upon reasonable prior notice.

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(ii)            Minimum

Amounts.

(A)           in the case

of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in

the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)           in any case

not described in Section 11.1(a)(ii)(A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding

thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender

subject to each such assignment shall not be less than $5,000,000, and in increments of $1,000,000 unless each of (1) Agent and

(2) so long as no Event of Default under Sections 9.1(a), (f) or (g) has occurred and is continuing,

Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed, and Borrower shall be deemed to have consented

to such assignment unless Borrower shall have objected thereto by written notice to Agent within ten (10) Business Days after having

received such Assignment Agreement).

(iii)          Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s

rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this Section 11.1(a)(iii) shall

not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata

basis (if any).

(iv)          Required Consents.

No consent shall be required for any assignment except to the extent required by Section 11.1(a)(ii)(B) and, in addition:

(A)          the consent

of Borrower for any assignment (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an

Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate

of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall

object thereto by written notice to Agent within ten (10) Business Days after having received written notice thereof; and

(B)          the

consent of Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect

of any Loan or Commitment if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.

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(b)          In

the case of an assignment by a Lender under this Section 11.1, the assignee shall have, to the extent of such

assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its

obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment.

Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrower to the assignee and

that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make Loans

hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In

the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations hereunder, Agent or any such Lender

shall so notify Borrower and Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes,

if any, being assigned. Notwithstanding the foregoing provisions of this Section 11.1, (i) any Lender may at any

time pledge the Obligations hereunder held by it and such Lender’s rights under this Agreement and the other Loan Documents to

a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations hereunder held by it and such

Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment

advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s

obligations hereunder or under any other Loan Document and (ii) no assignment shall be made to any Credit Party, any Subsidiary

of a Credit Party or any Affiliate of a Credit Party.

Lender may at any time, without consent of or notice to Borrower or Agent, sell participations to any Person (other than a natural

person or Borrower, any Subsidiary or any Affiliate thereof, or any Disqualified Institution (to the extent that the list of

Disqualified Institutions has been made available to all Lenders)) in all or a portion of such Lender’s rights and/or

obligation under this Agreement; provided that any such participation by a Lender shall be made with the understanding that

all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation, and that the holder

of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions

directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, the Loans

participated; (ii) any extension of the final maturity date thereof; and (iii) any release of all or substantially all of

the Collateral or the value of the Guaranties (other than in accordance with the terms of this Agreement, the Collateral Documents

or the other Loan Documents). Solely for purposes of Sections 2.11, 2.13 and 2.14 Borrower acknowledges and

agrees that a participation shall give rise to an obligation of Borrower to the participant and the participant shall be considered

to be a “Lender”; provided, that, such participant (A) shall not be entitled to receive any greater payment

under Sections 2.13 and 2.14 than the Lender from whom it received its participation would have been entitled to

receive with respect to the participation sold to such participant and (B) complies with the provisions of Sections

2.13(d), 2.14(d) and 2.14(g) as though it were a Lender. Each Lender that sells a participation shall,

acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of

each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other

obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any

obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information

relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan

Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of

credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The

entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is

recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any

notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a

Participant Register. Except as set forth in this paragraph, neither Borrower nor any Credit Party shall have any obligation or duty

to any participant and shall continue to deal solely and directly with the Lender selling the participation. Neither Agent nor any

Lender (other than the Lender selling a participation) shall have any duty to any participant and may continue to deal solely with

the Lender selling a participation as if no such sale had occurred. Notwithstanding anything to the contrary contained in the Loan

Documents, no Lender may assign or sell a participation to any Person that is not an Eligible Assignee and participations shall not

require Borrower’s or Agent’s prior written consent.

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(d)          Except as expressly

provided in this Section 11.1, no Lender shall, as between Borrower and that Lender, or Agent and that Lender, be relieved

of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in,

all or any part of the Loans, the Notes or other Obligations hereunder owed to such Lender.

(e)          Any Lender may furnish

information concerning Credit Parties in the possession of such Lender from time to time to assignees and participants (including prospective

assignees and participants); provided that such Lender shall obtain from assignees or participants confidentiality covenants substantially

equivalent to those contained in Section 12.8.

(f)           No Lender shall assign

or sell participations in any portion of its Loans or Commitments to a potential Lender or participant, if, as of the date of the proposed

assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 2.14(a),

increased costs under Section 2.14(b), an inability to fund Term SOFR Loans under Section 2.14(c), or withholding

taxes in accordance with Section 2.16(a).

(g)          Notwithstanding

anything to the contrary contained herein, any Lender (a “Granting Lender”), may grant to a special purpose

funding vehicle (an “SPC”), identified as such in writing by the Granting Lender to Agent and Borrower, the

option to provide to Borrower all or any part of any Loans that such Granting Lender would otherwise be obligated to make to

Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make

any Loan; and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the

Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall

utilize the Commitment of the Granting Lender to the same extent, and as if such Loan were made by such Granting Lender. No SPC

shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the

Granting Lender). Any SPC may (i) with notice to, but without the prior written consent of, Borrower and Agent assign all or a

portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Borrower and Agent)

providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and

(ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper

dealer or provider of any surety, guaranty or credit or liquidity enhancement to such SPC. This Section 11.1(g) may

not be amended without the prior written consent of each Granting Lender, all or any of whose Loans are being funded by an SPC at

the time of such amendment. For the avoidance of doubt, the Granting Lender shall for all purposes, including, without limitation,

the approval of any amendment or waiver of any provision of any Loan Document or the obligation to pay any amount otherwise payable

by the Granting Lender under the Loan Documents, continue to be the Lender of record hereunder.

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(h)          Notwithstanding

anything to the contrary in this Agreement, including Section 10.7 (pertaining to sharing of payments) (which provisions

shall not be applicable to clauses (h) or (i) of this Section 11.1), any of Borrower or its Subsidiaries may purchase

by way of assignment and become an Assignee with respect to Loans at any time and from time to time from Lenders in accordance with Section 11.1(a) hereof

(each, a “Permitted Loan Purchase”); provided, that, in respect of any Permitted Loan Purchase, (A) no

Permitted Loan Purchase shall be made from the proceeds of any extensions of credit under the Revolving Credit Agreement, (B) upon

consummation of any such Permitted Loan Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically and immediately

cancelled and extinguished in accordance with Section 11.1(i), (C) in connection with any such Permitted Loan Purchase,

any of Borrower or its Subsidiaries and such Lender that is the assignor shall execute and deliver to Agent a Permitted Loan Purchase

Assignment and Acceptance (and for the avoidance of doubt, (x) shall make the representations and warranties set forth in the Permitted

Loan Purchase Assignment and Acceptance and (y) shall not be required to execute and deliver an Assignment and Acceptance pursuant

to Section 11.1(a)(i)) and shall otherwise comply with the conditions to assignments under this Section 11.1 and

(D) no Default or Event of Default would exist immediately after giving effect on a pro forma basis to such Permitted Loan Purchase.

(i)            Each Permitted Loan

Purchase shall, for purposes of this Agreement be deemed to be an automatic and immediate cancellation and extinguishment of such Loans

and Borrower shall, upon consummation of any Permitted Loan Purchase, notify Agent that the Register be updated to record such event

as if it were a prepayment of such Loans.

11.2            Successors

and Assigns. This Agreement and the other Loan Documents is binding on and inures to the benefit of each Credit Party, Agent, Lender

and their respective successors and assigns (including, in the case of any Credit Party, a debtor-in-possession on behalf of such Credit

Party), except as otherwise provided herein or therein. No Credit Party may assign, transfer, hypothecate or otherwise convey its rights,

benefits, obligations or duties hereunder or under any of the other Loan Documents without the prior express written consent of Agent

and all of the Lenders; provided that Agent and the Lenders shall be deemed to have consented to any assignment, transfer, hypothecation

or conveyance of rights, benefits, obligations or duties to any successor of a Credit Party as a result of the consummation of a merger,

consolidation, amalgamation or other fundamental change or transaction permitted under Section 7. Any such purported assignment,

transfer, hypothecation or other conveyance by any Credit Party without the prior express written consent of Agent and all of the Lenders

shall be void. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of each

Credit Party, Agent and Lenders with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary

of any of the terms and provisions of this Agreement or any of the other Loan Documents (other than the Indemnified Persons).

11.3            Certain

Assignees. No assignment or participation may be made to Borrower, any Affiliate of Borrower, Defaulting Lender or a natural person.

12. MISCELLANEOUS

12.1            Complete

Agreement; Modification of Agreement. This Agreement shall become effective when it shall have been executed by Borrower, the other

Credit Parties signatory hereto, the Lenders and Agent. Thereafter, it shall be binding upon and inure to the benefit of, but only to

the benefit of, Borrower, the other Credit Parties party hereto, Agent and each Lender, their respective successors and permitted assigns.

Except as expressly provided in any Loan Document, none of Borrower, any other Credit Party, any Lender or Agent shall have the right

to assign any rights or obligations hereunder or any interest herein. The Loan Documents constitute the complete agreement between the

parties with respect to the subject matter thereof and may not be modified, altered or amended except as set forth in Section 12.2.

Any letter of interest, commitment letter, fee letter or confidentiality agreement, if any, between any Credit Party and any Agent or

any Lender or any of their respective Affiliates, predating this Agreement and relating to a financing of substantially similar form,

purpose or effect shall be superseded by this Agreement.

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12.2            Amendments

and Waivers.

(a)          Except for actions

expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any

other Loan Document, or any consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall

be in writing and signed by Borrower and by Requisite Lenders or all directly and adversely affected Lenders as provided in Section 12.2(c).

Except as set forth in clauses (b) and (c) below, all such amendments, modifications, terminations or waivers requiring the

consent of any Lenders shall require the written consent of Requisite Lenders.

(b)          No amendment, modification,

termination or waiver of or consent with respect to any provision of this Agreement that waives compliance with the conditions precedent

set forth in Section 3 to the making of any Loan shall be effective unless the same shall be in writing and signed by Requisite

Lenders and Borrower. Notwithstanding anything contained in this Agreement to the contrary, no waiver or consent with respect to any

Default or any Event of Default shall be effective for purposes of the conditions precedent to the making of Loans set forth in Section 3.1

unless the same shall be in writing and signed by Agent and Requisite Lenders.

amendment, modification, termination or waiver shall, unless in writing and signed by Agent and each Lender directly affected

thereby: (i) increase the principal amount of any Lender’s Commitment (which action shall be deemed only to affect those

Lenders whose Commitments are increased); (ii) reduce the principal of, rate of interest on, composition of interest on (i.e.,

cash pay or payment-in-kind) or Fees payable with respect to any Loan of any affected Lender (provided, however, in

each case, the waiver of any Default or Event of Default or the implementation or revocation of Default Rate interest shall not

constitute a reduction in the rate of interest or any Fee); (iii) extend the final maturity date or scheduled payment date of

any principal amount of any Loan of any Lender; (iv) waive, forgive, defer, extend or postpone any payment of interest or Fees

or other Obligations hereunder as to any affected Lender (provided, however, in each case, the waiver of any Default

or Event of Default or the implementation or revocation of Default Rate interest shall not constitute a reduction in the rate of

interest or any Fee); (v) release all or substantially all of the value of the Guaranties, except as otherwise permitted herein

or in the other Loan Documents, release (or subordinate the Lien of Agent in), or permit any Credit Party to sell or otherwise

dispose of, all or substantially all of the Collateral (which action shall be deemed to directly affect all Lenders);

(vi) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that shall be required

for Lenders or any of them to take any action hereunder; (vii) amend or waive this Section 12.2 or the definition

of the term “Requisite Lenders”; or (viii) amend the allocation and waterfalls in Section 2.9.

Furthermore, no amendment, modification, termination or waiver affecting the rights or duties of Agent under this Agreement or any

other Loan Document, including any release of any Guaranty requiring a writing signed by all of the Lenders or release of any

Collateral requiring a writing signed by all Lenders, shall be effective unless in writing and signed by Agent in addition to

Lenders required hereinabove to take such action. Notwithstanding anything in this Section 12.2 to the contrary, this

Agreement and the other Loan Documents may be amended by Agent and each Credit Party party thereto in accordance with Section 2.15, 2.16

and 2.17 to provide for, or to incorporate the terms of, any Incremental Loans, Refinancing Loans or Extended Loans and to

provide for non-Pro Rata borrowings and payments of any amounts hereunder as between the Loans and any Incremental Loans,

Refinancing Loans or Extended Loans, in each case with the consent of Agent but without the consent of any Lender. Each amendment,

modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was

given. No amendment, modification, termination or waiver shall be required for Agent to take additional Collateral pursuant to any

Loan Document. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written

concurrence of the holder of that Note. No notice to or demand on any Credit Party in any case shall entitle such Credit Party or

any other Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification,

termination, waiver or consent effected in accordance with this Section 12.2 shall be binding upon each holder of the

Obligations hereunder at the time outstanding and each future holder of the Obligations hereunder. Any amendment, modification,

waiver, consent, termination or release of any Secured Hedge Agreement may be effected by the parties thereto without the consent of

the Lenders.

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(d)          If,

in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders or all directly

and adversely affected Lenders, the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is

required is not obtained (any such Lender whose consent is not obtained as described in this Section 12.2(d) being

referred to as a “Non-Consenting Lender”), then, with respect to this Section 12.2(d), so long as

Agent is not a Non- Consenting Lender, at Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the

right with Agent’s consent (but shall have no obligation) to purchase from any such Non-Consenting Lenders, and any such

Non-Consenting Lenders agree that they shall, upon Agent’s request, sell and assign to Agent or such Person, all of the

Commitments of any such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by such Non-Consenting

Lenders and all accrued interest and Fees (including fees payable in accordance with Section 2.3(a)(ii)) with respect

thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the

event that a Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five

(5) Business Days after receipt by such Non-Consenting Lender of notice of replacement pursuant to this Section 12.2(d) and

presentation to such Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 12.2(d),

Borrower shall be entitled (but not obligated) to execute such Assignment Agreement on behalf of any such Non-Consenting Lender, and

any such Assignment Agreement so executed by Borrower, the replacement Lender and Agent, shall be effective for purposes of this Section 12.2(d) and Section 11.1.

(e)          Upon the Termination

Date, Agent shall deliver to Borrower termination statements, security releases and other documents necessary or appropriate to evidence

the termination of the Liens securing payment of the Obligations.

(f)            Notwithstanding

the foregoing, no Lender’s consent is required to enter into any Intercreditor Agreement, or to effect any amendment,

modification or supplement to the Pari Passu Intercreditor Agreement or any other Intercreditor Agreement permitted under this

Agreement (i) that is for the purpose of adding the holders of Indebtedness permitted hereunder (or a Senior Representative

with respect thereto) as parties thereto, as expressly contemplated by the terms of such Pari Passu Intercreditor Agreement or such

other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining to any Indebtedness

permitted hereby that is permitted to be secured by the Collateral, as applicable (it being understood that any such amendment or

supplement may make such other changes to the applicable intercreditor or subordination agreement as, in the good faith

determination of Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any

material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by such Pari Passu Intercreditor

Agreement (or the comparable provisions, if any, of any other Intercreditor Agreement or arrangement permitted under this Agreement)

or (iii) that is otherwise permitted by Section 10.15 hereof; provided further that no such agreement shall

amend, modify or otherwise affect the rights or duties of Agent hereunder or under any other Loan Document without the prior written

consent of Agent, as applicable.

(g)           Notwithstanding anything

herein to the contrary, any amendment, modification, waiver, consent, termination or release of any Secured Hedge Agreement may be effected

by the parties thereto without the consent of the Lenders.

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(h)           Further,

notwithstanding anything to the contrary contained in this Section 12.2, technical and conforming modifications to the

Loan Documents may be made with the consent of Borrower and Agent (but without the consent of any Lender) to the extent necessary to

cure any ambiguity, omission, defect or inconsistency; provided, that Agent shall notify the Lenders of any such proposed

modifications and no such modification shall become effective if the Requisite Lenders have objected thereto within five

(5) Business Days after the delivery of such notice.

Notwithstanding anything

to the contrary herein, from and after the date on which no Term B Loans (as defined in this Agreement prior to the Amendment

No. 10 Effective Date) made pursuant to Amendment No. 6 are outstanding, in connection with any determination as to

whether the Requisite Lenders, Requisite Term B-2 Lenders or,

Requisite Term B-3 Lenders or Requisite Term B-4 Lenders have

(A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or

any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or

(C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or

under any Loan Document, any Lender (other than any Lender that is a Regulated Bank) that, as a result of its interest in any total

return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap,

total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona fide market making

activities), has a net short position with respect to the Loans (each, a “Net Short Lender”) shall not, without

the consent of Borrower (in its sole discretion), have any right to vote any of its Loans and shall be deemed to have voted its

interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders

who are not Net Short Lenders.

For purposes of determining whether a Lender has a “net

short position” on any date of determination:

(i)           derivative

contracts with respect to the Loans and such contracts that are the functional equivalent thereof shall be counted at the notional amount

thereof in Dollars,

(ii)           the notional

amounts in other currencies shall be converted to the Dollar equivalent thereof by such Lender in a commercially reasonable manner consistent

with generally accepted financial practices and based on the prevailing conversion rate (determined on a midmarket basis) on the date

of determination,

(iii)          derivative

contracts in respect of an index that includes Borrower or other Credit Parties or any instrument issued or guaranteed by Borrower or

other Credit Parties shall not be deemed to create a short position with respect to the Loans, so long as (x) such index is not

created, designed, administered or requested by such Lender or its Affiliates and (y) Borrowers and the other Credit Parties and

any instrument issued or guaranteed by Borrower or other Credit Parties, collectively, shall represent less than five percent (5%) of

the components of such index,

(iv)         derivative

transactions that are documented using either the 2014 ISDA Credit Derivatives Definitions or the 2003 ISDA Credit Derivative

Definitions (collectively, the “ISDA CDS Definitions”) shall be deemed to create a short position with respect to the

Loans if such Lender is a protection buyer or the equivalent thereof for such derivative transaction and (x) the Loans are a

“Reference Obligation” under the terms of such derivative transaction (whether specified by name in the related

documentation, included as a “Standard Reference Obligation” on the most recent list published by Markit, if

“Standard Reference Obligation” is specified as applicable in the relevant documentation or in any other manner),

(y) the Loans would be a “Deliverable Obligation” under the terms of such derivative transaction or

(z) Borrower or other Credit Parties (or its successor) is designated as a “Reference Entity” under the terms of

such derivative transaction, and

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(v)           credit derivative

transactions or other derivatives transactions not documented using the ISDA CDS Definitions shall be deemed to create a short position

with respect to the Loans if such transactions are functionally equivalent to a transaction that offers the Lender protection in respect

of the Loans, or as to the credit quality of Borrower or other Credit Parties other than, in each case, as part of an index so long as

(x) such index is not created, designed, administered or requested by such Lender or its Affiliates and (y) Borrower and other

Credit Parties and any instrument issued or guaranteed by any of Borrower or other Credit Parties, collectively, shall represent less

than five percent (5%) of the components of such index.

In connection with any such

determination, each Lender shall promptly notify Agent in writing that it is a Net Short Lender, or shall otherwise be deemed to have

represented and warranted to Borrower and Agent that it is not a Net Short Lender (it being understood and agreed that Borrower and Agent

shall be entitled to rely on each such representation and deemed representation without independent verification thereof).

12.3          Fees and Expenses.

Borrower shall reimburse: (i) Agent and Lead Arrangers for all reasonable documented fees, reasonable documented out-of-pocket costs

and expenses (including the reasonable documented fees and reasonable documented out-of-pocket expenses of one firm of counsel); and

(ii) Agent and Lead Arrangers (and, with respect to clauses (b), (c) and (d) below, all Lenders for all reasonable documented

out-of-pocket fees, costs and expenses, including the reasonable documented fees, reasonable documented out-of-pocket costs and expenses

of one firm of counsel for Agent, Lead Arrangers and Lenders, taken as a whole, and a single local counsel in each relevant jurisdiction

and in the case of an actual or potential conflict of interest where Agent, Lead Arrangers or the Lender affected by such conflict informs

Agent of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person), incurred in connection

with the negotiation, preparation and filing and/or recordation of the Loan Documents, and incurred in connection with:

(a)           any amendment, modification

or waiver of, consent with respect to, or termination of, any of the Loan Documents or advice in connection with the syndication and

administration of the Loans made pursuant hereto or its rights hereunder or thereunder;

(b)           any litigation, contest,

dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Credit Party or any other Person and whether as a party,

witness or otherwise) in any way relating to the Collateral, any of the Loan Documents and the transactions contemplated thereby or any

other agreement to be executed or delivered in connection herewith or therewith, including any litigation, contest, dispute, suit, case,

proceeding or action, and any appeal or review thereof; in connection with a case commenced by or against any or all of the Credit Parties

or any other Person that may be obligated to Agent by virtue of the Loan Documents; including any such litigation, contest, dispute,

suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events

of Default; provided, that no Person shall be entitled to reimbursement under this clause (b) in respect of any litigation,

contest, dispute, suit, proceeding or action to the extent any of the foregoing results from such Person’s (or such Person’s

Related Person’s) gross negligence, bad faith, material breach or willful misconduct (as determined by a court of competent jurisdiction

in a final and non-appealable judgment); provided, further, that no Indemnified Person will be indemnified for any such

cost, expense or liability to the extent of any dispute solely among Indemnified Persons other than claims against Agent, in such capacity

in connection with fulfilling any such roles;

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any remedies of Agent against any or all of the Credit Parties or any other Person that may be obligated to Agent or any Lender by virtue

of any of the Loan Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring

of the Loans during the pendency of one or more Events of Default;

(d)           any workout or restructuring

of the Loans upon the occurrence and during the continuance of one or more Events of Default; and

(e)           efforts to (i) monitor

the Loans or any of the other Obligations hereunder, (ii) evaluate, observe or assess any of the Credit Parties or their respective

affairs and (iii) subject to the limitations contained herein verify, protect, evaluate, assess, appraise, audit, collect, sell,

liquidate or otherwise dispose of any of the Collateral; including, as to each of clauses (a) through (d) above, all reasonable

and documented professionals fees, including, but not limited to appraisers’, field examiners’ and attorneys’ fees

arising from such services and other advice, assistance or other representation, including those in connection with any appellate proceedings,

and all reasonable documented out-of-pocket expenses, costs, charges and other fees incurred by such professionals in connection with

or relating to any of the events or actions described in this Section 12.3. All amounts under this Section 12.3

shall be payable no later than 20 days after written demand therefore (together with reasonably detailed supporting documentation submitted

to a Financial Officer of Borrower).

12.4         No

Waiver. Agent’s or any Lender’s failure, at any time or times, to require strict performance by the Credit Parties of

any provision of this Agreement or any other Loan Document shall not waive, affect or diminish any right of Agent or such Lender thereafter

to demand strict compliance and performance herewith or therewith. Any suspension or waiver of an Event of Default shall not suspend,

waive or affect any other Event of Default whether the same is prior or subsequent thereto and whether the same or of a different type.

Subject to the provisions of Section 12.2, none of the undertakings, agreements, warranties, covenants and representations

of any Credit Party contained in this Agreement or any of the other Loan Documents and no Default or Event of Default by any Credit Party

shall be deemed to have been suspended or waived by Agent or any Lender, unless such waiver or suspension is by an instrument in writing

signed by an officer of or other authorized employee of Agent and the applicable Requisite Lenders, and directed to Borrower specifying

such suspension or waiver.

12.5         Remedies.

Agent’s and Lenders’ rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and

remedies that Agent or any Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise.

Recourse to the Collateral shall not be required.

12.6         Severability.

Wherever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such a manner as to be effective

and valid under applicable law, but if any provision of this Agreement or any other Loan Document shall be prohibited by or invalid under

applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder

of such provision or the remaining provisions of this Agreement or such other Loan Document.

12.7         Conflict

of Terms. Except as otherwise provided in this Agreement or any of the other Loan Documents by specific reference to the applicable

provisions of this Agreement, if any provision contained in this Agreement conflicts with any provision in any of the other Loan Documents,

the provision contained in this Agreement shall govern and control.

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12.8         Confidentiality.

Each Lender and Agent agrees to maintain, the confidentiality of information obtained by it pursuant to any Loan Document and

designated in writing by any Credit Party as confidential or disclosed under circumstances where it is reasonable to assume that

such information is confidential (the “Information”), except that such Information may be disclosed by the

Lenders or Agent (i) with Borrower’s consent, (ii) to Related Persons of such Lender or Agent, as the case may be,

that are advised of the confidential nature of such Information and are instructed to keep such Information confidential in

accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly

available other than as a result of a breach of this Section 12.8 or (B) available to such Lender or Agent or any

of their Related Persons, as the case may be, from a source (other than any Credit Party) not known by them to be subject to

disclosure restrictions, (iv) to the extent disclosure is required by applicable law or other legal process or requested or

demanded by any Governmental Authority, including any governmental bank regulatory authority (in which case Agent shall notify

Borrower, to the extent not prohibited by law or legal process; provided that no notice shall be required in the case of disclosure

to bank regulatory authorities having jurisdiction over Agent or any Lender), (v) to the extent necessary or customary for

inclusion in league table measurements, (vi) (A) to the National Association of Insurance Commissioners or any similar

organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general

portfolio information that does not identify Credit Parties, (vii) to current or prospective assignees or participants, and to

their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree

to be bound by provisions substantially similar to the provisions of this Section 12.8 (and such Person may disclose

information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto,

(ix) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any

litigation or other proceeding to which such Lender or Agent or any of their Related Persons is a party or bound, or to the extent

necessary to respond to public statements or disclosures by Credit Parties or their Related Persons referring to a Lender or Agent

or any of their Related Persons, (x) to the National Association of Insurance Commissioners, CUSIP Service Bureau or any

similar organization, regulatory authority, examiner or nationally recognized ratings agency and (xi) to any actual or

prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other

representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to Borrower and

its obligations, this Agreement or payments hereunder, in each case to the extent such Persons agree to be bound by provisions

substantially similar to the provisions of this Section 12.8. In the event of any conflict between the terms of this Section 12.8

and those of any Loan Document, the terms of this Section 12.8 shall govern.

Notwithstanding anything to the contrary set

forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are

bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and

have not applied to the federal tax treatment and federal tax structure of the Loans (the “Tax Structure”) (and any

related transactions or arrangements) from the commencement of discussions between the parties, and (ii) each party (and each of

its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the Tax Structure

and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to the Tax Structure.

The preceding sentence is intended to cause the Tax Structure to be treated as not having been offered under conditions of confidentiality

for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011

of the IRC, and shall be construed in a manner consistent with such purpose. Each party hereto acknowledges that it has no proprietary

or exclusive rights to the Tax Structure.

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12.9          GOVERNING

LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF

CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY

APPLICABLE LAWS OF THE UNITED STATES. EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE

BOROUGH OF MANHATTAN, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES

BETWEEN THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS RELATED TO THIS

AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT

AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED

OUTSIDE OF NEW YORK COUNTY; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE

AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY

FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY SUBMITS AND

CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY

OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON

CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH

PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES

THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT

PARTY AT THE ADDRESS SET FORTH IN SECTION 12.10 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF

SUCH CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER

POSTAGE PREPAID.

12.10            Notices.

(a)          Addresses.

All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall,

whether or not specified to be in writing unless otherwise expressly specified to be given by any other means, be given in writing and

(i) addressed to (A) the party to be notified and sent to the address or facsimile number indicated in this Section 12.10

(or to such other address as may be hereafter notified by the respective parties hereto), or (B) the party to be notified at

its address specified on the signature page of this Agreement or any applicable Assignment Agreement, (ii) to the extent given

by a Credit Party posted to any E-System set up by or at the direction of Agent in an appropriate location or (iii) addressed to

such other address as shall be notified in writing (A) in the case of Borrower and Agent, to the other parties hereto and (B) in

the case of all other parties, to Borrower and Agent. Transmission by electronic mail (including E-Fax, even if transmitted to the fax

numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless

such transmission is an available means to post to any E-System. Notice addresses as of the Closing Date shall be as set forth below:

(i) If to Agent, at

Morgan Stanley Senior Funding, Inc.

1585 Broadway

New York, New York 10036

Primary Contacts: Christen Thomas; Muhammad

Jamal

Alternative Contact: Tracy Bigley

Telephone No. (Group Hotline): (443)

627-6101

Telephone No. (Primary Contacts):

(443) 627-4466 (Christen Thomas);

(443) 627-4065 (Muhammad Jamal)

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Telephone No. (Alternative Contact):

(443) 627-5951

Email (Group):

AGENCY.BORROWERS@morganstanley.comAGENCY.BORROWERS@morganstanley.com

Email (Primary Contacts): Christen.Thomas@morganstanley.com;

Muhammad.Jamal@morganstanley.comChristen.Thomas@morganstanley.com; Muhammad.Jamal@morganstanley.com

Email (Alternative Contact):

Tracy.Bigley@morganstanley.comTracy.Bigley@morganstanley.com

If to Borrower, at

XPO, Inc. Attention: Treasury

Five American Lane

Greenwich, Connecticut 06831

Telephone: 203-463-2988

Email: Lorraine.sperling@xpo.com;

jake.noyes@xpo.comLorraine.sperling@xpo.com; jake.noyes@xpo.com,

xposettlementconfirms@xpo.com

(b)           Effectiveness.

(i)           All communications

described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement

shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered

by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, five (5) Business

Days after deposit in the mail, (iv) if delivered by facsimile or electronic mail (other than to post to an E-System pursuant to

clause (a) above) upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any

E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient

thereof in accordance with the standard procedures applicable to such E-System. Failure or delay in delivering copies of any notice,

demand, request, consent, approval, declaration or other communication to any Person (other than Borrower or Agent) designated in Section 12.10

to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration

or other communication. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.

(ii)          The posting, completion

and/or submission by any Credit Party of any communication pursuant to an E-System shall constitute a representation and warranty by

the Credit Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided,

given or made by a Credit Party in connection with any such communication is true, correct and complete in all material respects (to

the extent required under the Loan Documents) except as expressly noted in such communication or E-System.

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notify Agent in writing of any changes in the address to which notices to such Lender should be directed, of addresses of its lending

office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as

Agent shall reasonably request.

12.11       Section Titles.

The Section titles and Table of Contents contained in this Agreement are and shall be without substantive meaning or content of

any kind whatsoever and are not a part of the agreement between the parties hereto.

12.12       Counterparts.

This Agreement may be executed in any number of separate counterparts and by different parties in separate counterparts, each of which

when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature

pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature

page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed

counterpart hereof.

12.13        WAIVER

OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED

BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES),

THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION

OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO KNOWINGLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,

SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG AGENT, LENDERS AND ANY CREDIT

PARTY ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT

OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

12.14       Press

Releases and Related Matters. Each Credit Party consents to the publication by Agent or any Lender of customary advertising material

relating to the financing transactions contemplated by this Agreement using Borrower’s name, product photographs, logo or trademark.

Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table

measurements.

12.15       Reinstatement.

This Agreement shall remain in full force and effect should any petition be filed by or against Borrower for liquidation or

reorganization, should Borrower become insolvent or make an assignment for the benefit of any creditor or creditors or should a

receiver, interim receiver, receiver and manager or trustee be appointed for all or any significant part of Borrower’s assets,

and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the

Obligations hereunder, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be

restored or returned by any obligee of the Obligations hereunder, whether as a “voidable preference,” “fraudulent

conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any

part thereof, is rescinded, reduced, restored or returned, the Obligations hereunder shall be reinstated and deemed reduced only by

such amount paid and not so rescinded, reduced, restored or returned.

12.16       Advice

of Counsel. Each of the parties represents to each other party hereto that it has discussed this Agreement and, specifically, the

provisions of Sections 12.9 and 12.16, with its counsel.

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12.17       No

Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event

an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto

and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of

this Agreement.

12.18       Patriot

Act Notice. Each Lender and Agent (for itself and not on behalf of any Lender) hereby notifies the Credit Parties that pursuant to

the requirements of the Patriot Act, such Lender and Agent may be required to obtain, verify and record information that identifies the

Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow such Lender

and Agent, as the case may be, to identify the Credit Parties in accordance with the Patriot Act.

12.19 Currency Equivalency Generally; Change

of Currency.

(a)           For the purposes of

making valuations or computations under this Agreement (but not for purposes of the preparation of any financial statements delivered

pursuant hereto), unless expressly provided otherwise, where a reference is made to a dollar amount the amount is to be considered as

the amount in Dollars and, therefore, each other currency shall be converted into the Dollar Equivalent thereof.

(b)           Each provision of

this Agreement shall be subject to such reasonable changes of construction as Agent may from time to time specify with Borrower’s

consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such

change in currency.

12.20 [Reserved].

12.21 Electronic Transmissions.

(a)           Authorization.

Subject to the provisions of Section 12.10(a), each of Agent, Lenders, each Credit Party and each of their Related Persons,

is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions

in connection with any Loan Document and the transactions contemplated therein. Borrower and each Lender party hereto acknowledges and

agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including

risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the use of Electronic

Transmissions.

(b)           Signatures.

Subject to the provisions of Section 12.10(a), (i)(A) no posting to any E-System shall be denied legal effect

merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any

requirement for a “signature” and (C)(i) each such posting shall be deemed sufficient to satisfy any requirement

for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any Code, the federal

Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural

applicable law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature

or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such

posting, an E-Signature, upon which Agent, each Lender and each Credit Party may rely and assume the authenticity thereof,

(iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and

purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees

not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions

of any applicable law requiring certain documents to be in writing or signed; provided, however, that nothing herein

shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been

altered after transmission.

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All uses of an E-System shall be governed by and subject to, in addition to Section 12.10 and this Section 12.21,

the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy

as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties

in connection with the use of such E-System.

(d)            LIMITATION

OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.

NONE OF AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR

ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY AGENT, ANY

LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE

DEFECTS. Each of Borrower, each other Credit Party executing this Agreement and each Lender agrees that Agent has no responsibility

for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic

Transmission or otherwise required for any E-System.

12.22       Independence

of Provisions. The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations,

tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must

each be performed, except as expressly stated to the contrary in this Agreement.

12.23       No

Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Credit Parties,

the Lenders, Agent, Lead Arranger, and for the purposes of Section 2.11, the Indemnified Persons and their permitted successors

and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or

claim in connection with, this Agreement or any of the other Loan Documents. Neither Agent nor any Lender nor any Credit Party (except

as otherwise specifically provided under the Loan Documents) shall have any obligation to any Person not a party to this Agreement or

the other Loan Documents.

12.24       Relationships

between Lenders and Credit Parties. Borrower acknowledge and agree that the Lenders are acting solely in the capacity of an arm’s

length contractual counterparty to Borrower with respect to the Loans and other financial accommodations contemplated hereby and not

as a financial advisor or a fiduciary to, or an agent of, Borrower or any other Person. Additionally, no Lender is advising Borrower

or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Borrower shall consult with

their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the

transactions contemplated hereby, and the Lenders shall have no responsibility or liability to Borrower with respect thereto. Any review

by the Lenders of Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely

for the benefit of the Lenders and shall not be on behalf of Borrower.

12.25       Intercreditor

Agreements. Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreements (attached

hereto as Exhibits 1.1(b), 1.1(e) and 1.1(f)), (b) agrees that it will be bound by and take no

actions contrary to the provisions of the Intercreditor Agreements and (c) authorizes and instructs Agent to enter into the

Intercreditor Agreements as Agent on behalf of such Lender and to enter into such amendments thereto as contemplated by Section 12.2(f) hereof.

In the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand,

and of the Pari Passu Intercreditor Agreement or any other Intercreditor Agreement, on the other hand, the terms and provisions of

such Pari Passu Intercreditor Agreement or any other Intercreditor Agreement, as applicable, shall control.

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12.26       Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any

other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected

Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and

conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)           the application of

any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable

to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any

such liability, including, if applicable:

(i) a reduction in full or in part or cancellation

of any such liability;

(ii)           a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such

Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on

it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such

liability under this Agreement or any other Loan Document; or

(iii)          the variation

of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

12.27      Acknowledgement

Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts

or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported

QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation

under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with

the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and

QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be

stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)           In

the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support

(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing

such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be

effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,

obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a

Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be

exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised

under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States

or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the

parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC

or any QFC Credit Support.

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13.            GUARANTY

13.1          Guaranty.

(a) Each Guarantor hereby

agrees that such Guarantor is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and Lenders

and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and

performance of, all Obligations owed or hereafter owing to Agent and the Lenders by Borrower. Each Guarantor agrees that its guaranty

obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 13

shall not be discharged until the repayment of the Loans and termination of the Commitments, and that its obligations under this Section 13

shall be absolute and unconditional, irrespective of, and unaffected by,

(i)            the genuineness,

validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement,

document or instrument to which Borrower is or may become a party;

(ii)           the absence

of any action to enforce this Agreement (including this Section 13) or any other Loan Document or the waiver or consent by

Agent and Lenders with respect to any of the provisions thereof;

(iii)          the existence,

value or condition of, or failure to perfect its Lien, if any, against, any security for the Obligations hereunder or any action, or

the absence of any action, by Agent and Lenders in respect thereof (including the release of any such security);

(iv)          the insolvency of any Credit Party; or

(v)           any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense

of a surety or guarantor.

(b)            Each Guarantor shall

be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guarantied hereunder.

represents and acknowledges that it is part of a common enterprise with Borrower and that any financial accommodations by Lenders, or

any of them, to Borrower hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage

to all Guarantors.

13.2

Waivers by Guarantors. Each Guarantor expressly waives, to the extent permitted by law, all rights it may have now or in the future

under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed

in respect of the Obligations hereunder guarantied hereunder against any other Credit Party, any other party or against any security

for the payment and performance of the Obligations hereunder before proceeding against, or as a condition to proceeding against, such

Guarantor. It is agreed among each Guarantor, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated

by this Agreement and the other Loan Documents and that, but for the provisions of this Section 13 and such waivers, Agent

and Lenders would decline to enter into this Agreement. Each Guarantor expressly waives diligence, presentment and demand (whether for

non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of the Obligations hereunder, acceptance

of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Obligations

hereunder, notice of adverse change in Borrower’s financial condition or any other fact which might increase the risk to Borrower).

153

13.3         Benefit

of Guaranty. Each Credit Party agrees that the provisions of this Section 13 are for the benefit of Agent and Lenders

and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other

Credit Party and Agent or Lenders, the obligations of such other Credit Party under the Loan Documents.

13.4         Subordination

of Subrogation, Etc. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set

forth in Section 13.7, each Credit Party hereby expressly and irrevocably subordinates to payment of the Obligations hereunder

any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and

all defenses available to a surety, guarantor or accommodation co-obligor until the Maturity Date. Each Credit Party acknowledges and

agrees that this subordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Credit Party’s

liability hereunder or the enforceability of this Section 13, and that Agent, Lenders and their respective successors and

assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 13.4.

13.5         Election

of Remedies. If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving

Agent or such Lender a Lien upon any collateral, whether owned by any Credit Party or by any other Person, either by judicial foreclosure

or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may

pursue without affecting any of its rights and remedies under this Section 13. If, in the exercise of any of its rights and

remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against

any Credit Party or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the

like, each Credit Party hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such

action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that such Credit Party might otherwise

have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right

of Agent or any Lender to seek a deficiency judgment against any Credit Party shall not impair any other Credit Party’s obligation

to pay the full amount of the Obligations hereunder. In the event Agent or any Lender shall bid at any foreclosure or trustee’s

sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations

hereunder and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations hereunder.

The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively

deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations

shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 13, notwithstanding that any

present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or

any Lender might otherwise be entitled but for such bidding at any such sale.

13.6        Limitation.

Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability under this Section 13 shall

be limited to an amount not to exceed as of any date of determination the greater of:

(a) the amount of all Loans advanced to Borrower;

and

154

(b)           the amount that could

be claimed by Agent and Lenders from such Guarantor under this Section 13 without rendering such claim voidable or avoidable

under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent

Conveyance Act or similar foreign or domestic statute or common law after taking into account, among other things, such Guarantor’s

right of contribution and indemnification from each other Guarantor under Section 13.7.

13.7         Contribution

with Respect to Guaranty Obligations.

(a)            To the

extent that any Guarantor shall make a payment under this Section 13 of all or any of the Obligations hereunder (a

“Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made

by any other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if Borrower had paid the aggregate

Obligations hereunder satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable

Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts

of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following the repayment of

the Loans and termination of the Commitments, such Guarantor shall be entitled to receive contribution and indemnification payments

from, and be reimbursed by, Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect

immediately prior to such Guarantor Payment.

(b)            As of any date of

determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim that could

then be recovered from such Guarantor under this Section 13 without rendering such claim voidable or avoidable under Section 548

of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act

or similar statute or common law.

is intended only to define the relative rights of the Credit Parties and nothing set forth in this Section 13.7 is intended

to or shall impair the obligations of the Credit Parties, jointly and severally, to pay any amounts as and when the same shall become

due and payable in accordance with the terms of, and subject to the limitations contained in, this Agreement, including Section 13.1.

Nothing contained in this Section 13.7 shall limit the liability of Borrower to pay the Loans made to it and accrued interest,

Fees and expenses with respect thereto for which it is primarily liable.

(d)            The parties hereto

acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantors to which such contribution

and indemnification is owing.

(e)            The rights of the

indemnifying Borrower against other Credit Parties under this Section 13.7 shall be exercisable upon the full and indefeasible

payment of the Obligations hereunder and the termination of the Commitments.

13.8         Liability

Cumulative. The liability of each Guarantor under this Section 13 is in addition to and shall be cumulative with all

liabilities of such Guarantor to Agent and Lenders under this Agreement and the other Loan Documents to which such Guarantor is a party

or in respect of any Obligations hereunder or obligation of the other Guarantors, without any limitation as to amount, unless the instrument

or agreement evidencing or creating such other liability specifically provides to the contrary.

13.9 [Reserved].

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13.10        Release of Guaranties.

A Guaranty as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor shall be automatically

released from all obligations under this Agreement and all the Loan Documents upon:

(a)            the sale, disposition,

exchange or other transfer (including through merger, consolidation amalgamation or otherwise) of the Capital Stock (including any sale,

disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), of the applicable Guarantor

if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Agreement; or

(b)            the designation of

such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the definition of “Unrestricted Subsidiary”;

an Excluded Subsidiary (as evidenced by a notice in writing from an Officer of Borrower); or

(d)            repayment

of all of the Loans and termination of all of the Commitments hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

156

SCHEDULE 1

Incremental Term Commitments

Part A

[To be held on file with Incremental Term Lender]

Part B

[To be held on file with Incremental Term Lender]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2616097d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

EXECUTION VERSION

SENIOR SECURED TERM LOAN A CREDIT AGREEMENT

by and among

XPO, INC. (f/k/a XPO LOGISTICS, INC.),

as Borrower,

THE OTHER SUBSIDIARIES SIGNATORY HERETO,

as Guarantors,

THE LENDERS SIGNATORY HERETO

FROM TIME TO TIME,

as Lenders,

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Agent,

BOFA SECURITIES, INC.

as Global Coordinator and Structuring Agent

BOFA SECURITIES, INC.,

WELLS FARGO SECURITIES, LLC,

BMO CAPITAL MARKETS CORP.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

TRUIST SECURITIES, INC.,

as Joint Lead Arrangers and Joint Bookrunners

Dated as of May 29, 2026

TABLE OF CONTENTS

Page

SENIOR SECURED TERM LOAN A CREDIT AGREEMENT

RECITALS

DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE

MATTERS

1.1.

Definitions

1.2.

Rules of Construction

1.3.

Interpretive Matters

1.4.

[Reserved]

1.5.

Timing of Payment or Performance

1.6.

LLC Division/Series Transactions

1.7.

Pro Forma Calculations of Leverage Ratios

AMOUNT AND TERMS OF CREDIT

2.1.

Term Loan A Facility

2.2.

Maturity and Repayment of Loans

2.3.

Prepayments

2.4.

Use of Proceeds

2.5.

Interest; Applicable Margins

2.6.

[Reserved]

2.7.

Fees

2.8.

Receipt of Payments

2.9.

Application and Allocation of Payments

2.10.

Evidence of Debt

2.11.

Indemnity

2.12.

Interest Rate Determination

2.13.

Taxes

2.14.

Capital Adequacy; Increased Costs; Illegality

2.15.

Incremental Loans

2.16.

Refinancing Facilities

2.17.

Extended Loans

CONDITIONS PRECEDENT

3.1.

Conditions to the Closing Date

REPRESENTATIONS AND WARRANTIES

4.1.

Corporate Existence; Compliance with Law

4.2.

Chief Executive Offices; Collateral Locations; FEIN

4.3.

Corporate Power; Authorization; Enforceable Obligations;

No Conflict

4.4.

Financial Statements

4.5.

Material Adverse Effect

4.6.

Ownership of Property;  Liens

4.7.

Labor Matters

4.8.

Subsidiaries and Joint Ventures

4.9.

Investment Company Act

4.10.

Margin Regulations

4.11.

Taxes/Other

4.12.

ERISA

4.13.

No Litigation

4.14.

[Reserved]

4.15.

Intellectual Property

4.16.

Full Disclosure

4.17.

Environmental Matters

4.18.

Insurance

4.19.

[Reserved]

4.20.

[Reserved]

4.21.

Creation and Perfection of Security Interests

4.22.

Solvency

4.23.

Economic Sanctions and Anti-Money Laundering

4.24.

Economic Sanctions, FCPA, Patriot Act; Use of Proceeds

4.25.

[Reserved]

4.26.

Status as Senior Debt

4.27.

FCPA and Related

FINANCIAL STATEMENTS AND INFORMATION

5.1.

Financial Reports and Notices

AFFIRMATIVE COVENANTS

6.1.

Maintenance of Existence and Conduct of Business

6.2.

Payment of Charges and Taxes

6.3.

Books and Records

6.4.

Insurance; Damage to or Destruction of Collateral

6.5.

Compliance with Laws

6.6.

PATRIOT Act

6.7.

Intellectual Property

6.8.

Environmental Matters

6.9.

Ratings

6.10.

Further Assurances

6.11.

ERISA Matters

6.12.

Future Guarantors

6.13.

Access

6.14.

Post-Closing Matters

6.15.

Use of Proceeds

NEGATIVE COVENANTS

7.1.

Limitation on Incurrence of Indebtedness and Issuance

of Disqualified Stock and Preferred Stock

7.2.

Limitation on Restricted Payments

7.3.

Dividend and Other Payment Restrictions Affecting Subsidiaries

104

7.4.

Asset Sales

106

7.5.

Transactions with Affiliates

107

7.6.

[Reserved]

109

7.7.

Liens

109

7.8.

When Borrower and Guarantors May Merge or Transfer

Assets

110

7.9.

OFAC; Patriot Act

112

7.10.

Change of Fiscal Year

112

7.11.

ERISA

112

7.12.

Financial Covenants

113

TERM

114

8.1.

Termination

114

8.2.

Survival of Obligations Upon Termination of Financing

Arrangements

114

8.3.

Fall-Away Event

114

DEFAULTS AND REMEDIES

115

9.1.

Events of Default

115

9.2.

Remedies

117

9.3.

Waiver by Credit Parties

117

10.

APPOINTMENT OF AGENT

117

10.1.

Appointment of Agents

117

10.2.

Agents’ Reliance, Etc.

118

10.3.

Wells Fargo and Affiliates

119

10.4.

Lender Credit Decision

119

10.5.

Indemnification

119

10.6.

Successor Agent

120

10.7.

Setoff and Sharing of Payments

120

10.8.

Dissemination of Information

121

10.9.

Actions in Concert

121

10.10.

Procedures

121

10.11.

Collateral Matters

121

10.12.

Additional Agents

122

10.13.

Distribution of Materials to Lenders

123

10.14.

Agent

123

10.15.

Intercreditor Agreements

123

10.16.

Certain ERISA Matters

124

10.17.

Erroneous Payments

125

10.18.

Non-Reliance on Agent and Other Lenders

127

iii

11.

ASSIGNMENT AND PARTICIPATIONS; SUCCESSORS AND ASSIGNS

128

11.1.

Assignment and Participations

128

11.2.

Successors and Assigns

131

11.3.

Certain Assignees

131

12.

MISCELLANEOUS

131

12.1.

Complete Agreement; Modification of Agreement

131

12.2.

Amendments and Waivers

132

12.3.

Fees and Expenses

134

12.4.

No Waiver

135

12.5.

Remedies

135

12.6.

Severability

135

12.7.

Conflict of Terms

135

12.8.

Confidentiality

135

12.9.

GOVERNING LAW

136

12.10.

Notices

137

12.11.

Section Titles

139

12.12.

Counterparts

139

12.13.

WAIVER OF JURY TRIAL

139

12.14.

Press Releases and Related Matters

139

12.15.

Reinstatement

139

12.16.

Advice of Counsel

139

12.17.

No Strict Construction

139

12.18.

Patriot Act Notice

140

12.19.

Currency Equivalency Generally; Change of Currency

140

12.20.

[Reserved]

140

12.21.

Electronic Transmissions

140

12.22.

Independence of Provisions

141

12.23.

No Third Parties Benefited

141

12.24.

Relationships between Lenders and Credit Parties

141

12.25.

Intercreditor Agreements

142

12.26.

Acknowledgement and Consent to Bail-In of Affected

Financial Institutions

142

12.27.

Acknowledgement Regarding Any Supported QFCs

142

13.

GUARANTY

143

13.1.

Guaranty

143

13.2.

Waivers by Guarantors

144

13.3.

Benefit of Guaranty

144

13.4.

Subordination of Subrogation, Etc.

144

13.5.

Election of Remedies

144

13.6.

Limitation

145

13.7.

Contribution with Respect to Guaranty Obligations

145

13.8.

Liability Cumulative

146

13.9.

[Reserved]

146

13.10.

Release of Guaranties

146

INDEX OF APPENDICES

Annex

Agent’s

Wire Transfer Information

Annex

Commitments

as of Closing Date

Exhibit 1.1(a)

Form of

Supplemental Guaranty

Exhibit 1.1(b)

[Reserved]

Exhibit 1.1(c)

Form of

Compliance Certificate

Exhibit 1.1(d)

Form of

Security Agreement

Exhibit 1.1(e)

Form of

Pari Passu Intercreditor Agreement

Exhibit 1.1(f)

Form of

Junior Intercreditor Agreement

Exhibit 1.1(g)

Form of

Note

Exhibit 2.1(b)

Form of

Notice of Borrowing

Exhibit 2.5(e)

Form of

Notice of Conversion/Continuation

Exhibit 3.1

Form of

Solvency Certificate

Exhibit 11.1(a)

Form of

Assignment Agreement

Schedule

A-1

Guarantors

Schedule

2.1

Agent’s

Representatives

Schedule

4.2

Chief

Executive Office, Jurisdiction of Organization; Principal Place of Business; Collateral Locations; FEIN

Schedule

4.7

Labor

Matters

Schedule

4.8

Subsidiaries

and Joint Ventures

Schedule

4.13

Litigation

Schedule

4.15

Intellectual

Property

Schedule

4.17

Hazardous

Materials

Schedule

6.13

Unrestricted

Subsidiaries

Schedule

6.14

Post-Closing

Matters

Schedule

7.1

Indebtedness

on the Closing Date

-i-

SENIOR SECURED TERM LOAN A CREDIT AGREEMENT

This SENIOR SECURED TERM LOAN

A CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”),

dated as of May 29, 2026, by and among XPO, INC. (f/k/a XPO LOGISTICS, INC.), a Delaware corporation (“Borrower”);

the other Credit Parties from time to time signatory hereto; Wells Fargo Bank, National Association

(“Wells Fargo”), as administrative agent and collateral agent for the Lenders (or any of its designated branch offices

or affiliates, together with any permitted successors in such capacity, “Agent”); and the Lenders signatory hereto

from time to time.

RECITALS

WHEREAS, Borrower has requested

that the Lenders extend credit to Borrower in the form of Loans in an aggregate principal amount not to exceed $500,000,000, and the

Lenders are willing to do so on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration

of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree

as follows:

1. DEFINITIONS, ACCOUNTING PRINCIPLES

AND OTHER INTERPRETIVE MATTERS.

1.1.           Definitions.

For purposes of this Agreement:

“2028 Notes”

means Borrower’s 6.250% Senior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830,000,000.

“2028 Notes Indenture”

means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee and notes

collateral agent, under which the 2028 Notes were issued.

“2031 Notes”

means Borrower’s 7.125% Senior Notes due 2031 issued on May 24, 2023 in an initial aggregate principal amount of $450,000,000.

“2031 Notes Indenture”

means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee, under

which the 2031 Notes were issued.

“2032 Notes”

means Borrower’s 7.125% Senior Notes due 2032 issued on December 13, 2023 in an initial aggregate principal amount of $585,000,000.

“2032 Notes Indenture”

means the Indenture dated as of December 13, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee,

under which the 2032 Notes were issued.

“Acquired Indebtedness”

means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged,

consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured

by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness will be deemed to have been Incurred, with respect

to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of

the preceding sentence, on the date of consummation of such acquisition of such assets.

-1-

“Additional Lender”

means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and

that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.15 or (b) Credit Agreement

Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.16; provided that each Additional

Lender (other than any Person that is a Lender or an Affiliate of a Lender) shall be subject to the approval of Agent (such approval

not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from Agent under Section 11.1(a)(iv) for

an assignment of Loans to such Additional Lender.

“Additional Refinancing

Amount” means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional

Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums),

expenses, defeasance costs and fees in respect thereof.

“Adjustment Date”

means the date of delivery of the Compliance Certificate required to be delivered pursuant to Section 5.1(a) and the

financial statements required to be delivered pursuant to Section 5.1(b) or Section 5.1(c), as applicable.

“Affected Financial

Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender”

has the meaning ascribed to it in Section 2.14(d).

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the

terms “controlling,” “controlled by” and “under common control with”), as used with respect to any

Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of

such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction”

has the meaning ascribed to it in Section 7.5(a).

“Agent”

has the meaning ascribed to it in the preamble to this Agreement.

“Agreement”

has the meaning ascribed to it in the preamble to this Agreement.

“Allocable Amount”

has the meaning ascribed to it in Section 13.7(b).

“Applicable Margin”

means for any day with respect to any Base Rate Loan or Term SOFR Loan, the applicable margin per annum set forth below under the caption

“Base Rate Margin” or “Term SOFR Margin”, as the case may be, based upon the Consolidated Total Net Leverage

Ratio as of the last day of the most recently ended Test Period; provided that until the first Adjustment Date occurring on or after

September 30, 2026, the “Applicable Margin” for any Loans shall be not less than the applicable rate per annum set forth

below in Category 1:

Applicable Margin

Pricing

Level

Consolidated Total Net

Leverage Ratio

Term SOFR Margin (for

Term SOFR Loans)

Base Rate Margin (for

Base Rate Loans)

>2.00:1.00

1.25 %

0.25 %

≤2.00:1.00

1.125 %

0.125 %

-2-

The Applicable Margin with

respect to any Loan shall be adjusted quarterly on a prospective basis five (5) Business Days after the corresponding Adjustment

Date based upon the Consolidated Total Net Leverage Ratio in accordance with the table above; provided that if a Compliance Certificate

and/or financial statements are not delivered when required pursuant to Section 5.1 (a), (b) or (c), as

applicable, the “Applicable Margin” shall be the rate per annum set forth above in Category 1 until such Compliance Certificate

and/or financial statements are delivered in compliance with Section 5.1(a), (b) or (c), as applicable.

In the event that any calculation

of the Consolidated Total Net Leverage Ratio calculation in any previously delivered Compliance Certificate was incorrect or inaccurate

(regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have

led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin

applied for such Applicable Period, then (i) Borrower shall as soon as practicable deliver to Agent the corrected calculation for

such Applicable Period, (ii) the Applicable Margin shall be determined as if the category for such higher Applicable Margin were

applicable for such Applicable Period and (iii) Borrower shall as promptly as practicable pay to Agent (for the account of the Lenders

during the period or their respective successors and permitted assigns) the accrued additional Interest Payments owing as a result of

such increased Applicable Margin for such period. This paragraph shall not limit the rights of Agent or the Lenders with respect to Article 9

hereof, and shall survive the termination of this Agreement.

“Asset Sale”

means:

(1)            the

sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or

assets (including by way of Sale/ Leaseback Transactions) outside the ordinary course of business of Borrower or any Restricted Subsidiary

(each referred to in this definition as a “disposition”); or

(2)            the

issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third

parties to the extent required by applicable law) of any Restricted Subsidiary (other than to Borrower or another Restricted Subsidiary)

(whether in a single transaction or a series of related transactions),

in each case other

than:

(a)            a

disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, surplus, uneconomic, negligible or worn out property

or equipment in the ordinary course of business (including the abandonment of any intellectual property or surrender or transfer for

no consideration) or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense;

(b)            the

disposition of all or substantially all of the assets of Borrower or any Guarantor in a manner permitted pursuant to Section 7.8

or any disposition that constitutes a Change of Control;

Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.2;

-3-

(d)            any

disposition of assets of Borrower or any Restricted Subsidiary or issuance or sale of Equity Interests of Borrower or any Restricted

Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an

aggregate Fair Market Value (as determined in good faith by Borrower) of less than $55.0 million;

(e)            any

disposition of property or assets, or the sale or issuance of securities, by Borrower or a Restricted Subsidiary to Borrower or a Restricted

Subsidiary; provided that no Credit Party that is a Non-Con-way Subsidiary may dispose of any Equity Interests or any Principal

Property to a Con-way Subsidiary pursuant to this clause (e) if such disposition would cause such Equity Interests or such

Principal Property to be Excluded Property, unless Borrower agrees that such property will not constitute Excluded Property;

(f)             any

disposition of the Capital Stock of any joint venture to the extent required by the terms of customary buy-sell type arrangements entered

into in connection with the formation of such joint venture;

(g)            any

exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or

greater market value or usefulness to the business of Borrower and the Restricted Subsidiaries as a whole, as determined in good faith

by Borrower;

(h)            foreclosure

or any similar action with respect to any property or other asset of Borrower or any of its Restricted Subsidiaries;

(i)             any

disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(j)             the

lease, assignment or sublease of any real or personal property in the ordinary course of business;

(k)            any

sale of inventory or other assets in the ordinary course of business;

(l)             any

grant in the ordinary course of business of any license or sublicense of patents, trademarks, know-how or any other intellectual property;

(m)           any

swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection

with any outsourcing arrangements) of comparable or greater value or usefulness to the business of Borrower and the Restricted Subsidiaries

as a whole, as determined in good faith by Borrower;

(n)            a

transfer of assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest

therein), including by a Securitization Subsidiary in a Qualified Securitization Financing;

(o)            (i) any

financing transaction with respect to property built or acquired by Borrower or any Restricted Subsidiary after the Closing Date, including

any Sale/Leaseback Transaction or asset securitization permitted by this Agreement, and (ii) any Sale/Leaseback Transaction consummated

with respect to Railcars that Borrower or any of its Restricted Subsidiaries acquires from the original lessor thereof in connection

with the termination of the related lease and with the intent of refinancing such Railcars under a new Sale/Leaseback Transaction;

-4-

(p)            dispositions

in connection with Permitted Liens;

(q)            any

disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than

Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired

its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each

case comprising all or a portion of the consideration in respect of such sale or acquisition;

(r)            dispositions

of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy

or similar proceedings and exclusive of factoring or similar arrangements;

(s)            any

surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims

of any kind;

(t)             making

Chassis, containers and Railcars available, on a non-exclusive basis, to third parties in the ordinary course of business consistent

with past practices and undertaken in good faith;

(u)            [reserved];

(v)            any

transfer of accounts receivable and related assets in connection with any factoring or similar arrangements entered into by Foreign Subsidiaries

on arm’s-length terms;

(w)           dispositions

of real property (i) for the purpose of (x) resolving minor title disputes or defects, including encroachments and lot line

adjustments, or (y) granting easements, rights of way or access and egress agreements, or (ii) to any Governmental Authority

in consideration of the grant, issuance, consent or approval of or to any development agreement, change of zoning or zoning variance,

permit or authorization in connection with the conduct of any Credit Party’s business, in each case which does not materially interfere

with the business conducted on such real property; and

(x)            if

and for so long as Borrower or any of its Subsidiaries holds Capital Stock that constitutes “margin stock” within the meaning

of Regulation U, dispositions of such Capital Stock to the extent that the value of such Capital Stock, together with the value of all

other margin stock held by Borrower and its Subsidiaries, exceeds 25% of the total value of their assets.

“Assignment Agreement”

has the meaning ascribed to it in Section 11.1(a)(i).

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate,

any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant

to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from

the definition of “Interest Period” pursuant to Section 2.12.

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In Legislation”

means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament

and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time

to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the

United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than

through liquidation, administration or other insolvency proceedings).

-5-

“Bankruptcy Code”

means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq.

“Bankruptcy Law”

means the Bankruptcy Code or any similar Federal or state law for the relief of debtors.

“Base Rate”

means, for any day, a floating rate equal to the highest of (i) the rate of interest per annum from time to time published in the

“Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one

rate is published as the Prime Lending Rate, then the highest of such rates (the “Prime Rate”) (each change in the

Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that

is different from that published on the preceding domestic Business Day); provided, that in the event that The Wall Street

Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, Agent shall choose (in a manner consistent with its

choice under similar credit agreements in respect of which Agent is acting as administrative agent) a reasonably comparable index or

source to use as the basis for the Prime Lending Rate, (ii) the Federal Funds Rate plus 50 basis points per annum and (iii) Term

SOFR for an Interest Period of one-month beginning on such day plus 1.00%. In no event shall the Base Rate be less than 0.00%.

Each change in any interest rate provided for in this Agreement based upon the Base Rate shall take effect at the time of such change

in the Base Rate. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 (for the avoidance of

doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.12(d), then the Base Rate shall be the greater

of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above.

“Base Rate Loan”

means a Loan or portion thereof bearing interest by reference to the Base Rate.

“Benchmark”

means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the

then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement

has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.12.

“Benchmark Replacement”

means, with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth in the order below that

can be determined by Agent for the applicable Benchmark Replacement Date:

(1)            the

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

(2)            the

sum of: (a) the alternate benchmark rate that has been selected by Agent and Borrower giving due consideration to (i) any selection

or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any

evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated

syndicated credit facilities at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement Adjustment;

-6-

If the Benchmark Replacement

as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to

be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement,

the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or

zero) that has been selected by Agent and Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection

or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing

market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement

of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities

“Benchmark Replacement

Conforming Changes” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement,

any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition

of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest

Period,” or any similar or analogous definition (or the addition of a new concept of “interest period”) timing and

frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation

notices, the addition of conversion or continuation and notices related thereto, the applicability and length of lookback periods, the

applicability of breakage provisions, and other technical, administrative or operational matters) that Agent decides, after consultation

with Borrower, in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement

or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides

in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if Agent determines

in its reasonable discretion that no market practice for the administration of such Benchmark Replacement exists, in such other manner

of administration as Agent decides, after consultation with Borrower, in connection with the administration of this Agreement and the