Common use of Secured Cash Management Agreements and Secured Hedge Agreements Clause in Contracts

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider or Lender or Affiliate of a Lender party to any Treasury Management Agreement that obtains the benefit of the provisions of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider or Lender or Affiliate of a Lender party to the applicable Treasury Management Agreement, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Date.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions benefits of Section 9.038.04, the any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X IX to the contrary, none of the Administrative Agent or the Collateral Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Administrative Agent has and the Collateral Agent have received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent or the Collateral Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Administrative Agent shall not be required to verify By accepting the payment ofbenefits of the Collateral, or that other satisfactory arrangements have been made with respect to, each holder of Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be deemed to have appointed the Administrative Agent and the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a beneficiary and Secured Party, subject to the limitations set forth in this Section 9.12. For the avoidance of doubt, no Agent shall owe any Swap Contract between the Borrower fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any Subsidiary and other obligation whatsoever to any holder of Obligations with respect to any Secured Swap Provider Hedge Agreement or any Treasury Secured Cash Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity DateAgreement.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider or Lender or Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Swap Contract or Treasury Management Agreement) party to any Swap Contract or Treasury Management Agreement that obtains the benefit of the provisions of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider or Lender or Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender on the date such Person entered into such Swap Contract or Treasury Management Agreement) party to the applicable such Swap Contract or Treasury Management Agreement, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Date.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Each Cash Management Bank and each Hedge Bank agrees to furnish to the Administrative Agent, as frequently as the Administrative Agent may reasonably request, with a summary of all Obligations in respect of Cash Management Agreements and/or Hedge Agreements, as applicable, due or Lender to become due to such Cash Management Bank or Affiliate of a Lender party Hedge Bank, as applicable. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Treasury Cash Management Agreement Bank or Hedge Bank (in its capacity as a Cash Management Bank or Hedge Bank and not in its capacity as a Lender) unless the Administrative Agent has received written notice thereof from such Cash Management Bank or Hedge Bank and if such notice is received, the Administrative Agent shall be entitled to assume that the only amounts due to such Cash Management Bank or Hedge Bank on account of Cash Management Agreements or Hedge Agreements are set forth in such notice. No Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The ; provided, that, notwithstanding the foregoing, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements in the case of a Maturity the Facility Termination Date.

Secured Cash Management Agreements and Secured Hedge Agreements. (a) No Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions benefits of Section 9.038.03, the any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents; provided that, the Lenders agree that they will not amend, modify or waive (x) the provisions of Section 8.03 in a manner that disproportionately and adversely affects the Hedge Banks as a group or (y) the provisions of any Loan Document in a manner that disproportionately renders unsecured the Hedge Banks as a group (it being understood that a release of Liens that is applicable to all Lenders in accordance with Section 9.10 shall not be restricted by the terms of this proviso), in the case of each of clauses (x) and (y), without the consent of Lenders who are, or who are Affiliates of Persons who are, Hedge Banks holding a majority of the then outstanding Obligations under the Secured Hedge Agreements (as measured by the Swap Termination Value thereof). Notwithstanding any other provision of this Article X IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other reasonably satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Upon the request of the Administrative Agent at any time, the Hedge Banks and the Cash Management Banks shall not provide to the Administrative Agent a summary of outstanding obligations under any Cash Management Agreements or Swap Contracts secured by a Lien on any asset of any Loan Party, as of such date as may be required reasonably requested by the Administrative Agent, showing the aggregate amount of such obligations determined on a marked-to-market basis and such other information reasonably requested by the Administrative Agent. At the request of the Administrative Agent from time to verify time, the payment of, Hedge Banks and the Cash Management Banks shall provide to the Administrative Agent copies of any Cash Management Agreements or that other satisfactory arrangements Swap Contracts pursuant to which obligations secured by a Lien on any asset of any Loan Party have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Dateincurred.

Secured Cash Management Agreements and Secured Hedge Agreements. No All obligations of any Loan Party under Secured Swap Provider Cash Management Agreements and Secured Hedge Agreements to which any Lender or its Affiliates are a party shall be deemed to be Guaranteed Liabilities, and each Lender or Affiliate of a Lender party to any Treasury such Secured Cash Management Agreement Agreements or Secured Hedge Agreements shall be deemed to be a Benefited Party hereunder with respect to such Guaranteed Liabilities; provided, however, that such obligations shall cease to be Guaranteed Liabilities at such time, prior to the Facility Termination Date, as such Person (or Affiliate of such Person) shall cease to be a “Lender” under the Credit Agreement. No Person who obtains the benefit of the provisions of Section 9.03, the this Guaranty or any Collateral Agreement by virtue of the provisions hereof or any Collateral Document of this Section shall have have, prior to the Facility Termination Date, any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral Guarantors’ Obligations (including the release or impairment modification of any Collateral) (Guarantors’ Obligations or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Documentsecurity therefor) other than in its capacity as a Lender and, in such case, and only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall Each Benefited Party not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider or Lender or Affiliate of a Lender party to the applicable Treasury Management Credit Agreement who obtains the benefit of this Guaranty Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Agent pursuant to the terms of the Credit Agreement, as the case may be. The Administrative Agent shall not be required to verify the payment of, or and that other satisfactory arrangements have been made with respect toto the actions and omissions of the Agent hereunder or otherwise relating hereto that do or may affect such Benefited Party, Obligations arising the Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under any Swap Contract between Article X of the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity DateCredit Agreement.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Except as otherwise expressly set forth herein, no Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions of Section 9.038.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty DB1/ 88815292.10 145 or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements in the case of a Maturity Facility Termination Date. Each Lender hereby acknowledges and agrees (including on behalf of any of its Affiliates that may be a Cash Management Bank or a potential Hedge Bank) that (x) obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement shall be secured and guaranteed pursuant to the Collateral Documents to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (y) any release of Collateral or Guarantors effected in a manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Cash Management Agreements or Secured Hedge Agreements.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Except as otherwise expressly set forth herein, no Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions of Section 9.038.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty DB1/ 88815292.10 or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements in the case of a Maturity Facility Termination Date. Each Lender hereby acknowledges and agrees (including on behalf of any of its Affiliates that may be a Cash Management Bank or a potential Hedge Bank) that (x) obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement shall be secured and guaranteed pursuant to the Collateral Documents to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (y) any release of Collateral or Guarantors effected in a manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Cash Management Agreements or Secured Hedge Agreements.

Secured Cash Management Agreements and Secured Hedge Agreements. No All obligations of any Loan Party under Secured Swap Provider Cash Management Agreements and Secured Hedge Agreements to which any Lender or its Affiliates are a party shall be deemed to be Secured Obligations, and, by its acceptance of the benefits afforded hereunder, each Lender or Affiliate of a Lender party to any Treasury such Secured Cash Management Agreement Agreements or Secured Hedge Agreements shall be deemed to be a Secured Party hereunder with respect to such Secured Obligations; provided, however, that such obligations shall cease to be Secured Obligations at such time, prior to the Facility Termination Date, as such Person (or Affiliate of such Person) shall cease to be a “Lender” under the Credit Agreement. No Secured Party (other than the Administrative Agent) that obtains the benefit of the provisions of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document this Pledge Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X Pledge Agreement to the contrary, the Administrative Agent shall not only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Secured Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except Hedge Agreements to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent it may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Each Secured Party not a party to the Credit Agreement that obtains the benefit of this Pledge Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent shall not be required pursuant to verify the payment ofterms of the Credit Agreement, or and that other satisfactory arrangements have been made with respect toto the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, Obligations arising the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under any Swap Contract between Article X of the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity DateCredit Agreement.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider (a) Except as otherwise expressly set forth herein or Lender in any Guaranty or Affiliate of a Lender party to any Treasury Collateral Document, no Cash Management Agreement Bank or Hedge Bank that obtains the benefit of the provisions benefits of Section 9.0310.3, the any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The (b) Each Secured Party hereby agrees (i) that, after the occurrence and during the continuance of a Cash Dominion Period (and thereafter at such frequency as the Administrative Agent may reasonably request in writing), it will provide to the Administrative Agent, promptly upon the written request of the Administrative Agent, a summary of all Obligations owing to it under this Agreement and (ii) that the benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not an Agent, a Lender or an Issuing Bank party hereto as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance reasonably acceptable to Agent) this Article XI and Sections 3.1, Sections 12.4, 12.6, 12.16, 12.19 and 12.22, and the decisions and actions of any Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing clause (ii), (x) such Secured Party shall be bound by Sections 12.3, 12.4 and 12.5 only to the extent of liabilities, reimbursement obligations, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements with respect to or otherwise relating to the Liens and Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be required limited by any concept of pro rata share or similar concept, (y) each of Agents, the Lenders and the Issuers party hereto shall be entitled to verify act at its sole discretion, without regard to the payment ofinterest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Date.5339129.14 121

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Except as otherwise expressly set forth herein, no Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions of Section 9.038.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements in the case of a Maturity Facility Termination Date.. No Lender is an Employee Benefit Plan. Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true: such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments; the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Except as otherwise expressly set forth herein, no Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions of Section 9.036.02, the Guaranty or any Collateral by virtue of the provisions hereof hereof, of the Term Loan Security Agreement or any Term Loan Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty Term Loan Security Agreement or any Term Loan Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X VII to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have Senior Secured Term Loan Credit Agreement among U.S. Well Services, Inc., USWS Holdings LLC, U.S. Well Services, LLC, the Subsidiary Guarantors, the Initial Lenders, and CLMG Corp. dated as of May 7, 2019 been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements in the case of a Maturity Datetermination of the Commitments and repayment in full of all Obligations hereunder.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions benefits of Section 9.038.04, the any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Section 9.14 Appointment of Supplemental Agents, Incremental Arrangers, Incremental Notes Arrangers and Specified Refinancing Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent shall or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be required desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to verify appoint an additional individual or institution selected by them in their sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent, as applicable (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”). (b) In the payment of, event that the Administrative Agent or that other satisfactory arrangements have been made the Collateral Agent appoints a Supplemental Agent with respect toto any Collateral, Obligations arising under any Swap Contract between the Borrower (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any Subsidiary of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent or the Collateral Agent with respect to such Collateral shall be exercisable by and any Secured Swap Provider or any Treasury Management Agreement between vest in such Supplemental Agent to the Borrower or any Subsidiary extent, and any Lender or any Affiliate of a Lender only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the case of a Maturity Date.Loan Documents and necessary to the exercise or performance thereof

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit benefits of the provisions of Section 9.03, the Guaranty Collateral Documents or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X 9 to the contrary, the Applicable Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Applicable Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Applicable Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Any such Lender (or Affiliate thereof) and the applicable Loan Party party to any such agreement each agrees to provide the Applicable Administrative Agent with the calculations of all such Obligations, if any, at such times as the Applicable Administrative Agent shall not reasonably request. At any time an Event of Default has occurred and is continuing, each such Lender (or Affiliate thereof) agrees, at the request of the Applicable Administrative Agent, to promptly (and in any event within three (3) Business Days after the occurrence of such request) provide the Applicable Administrative Agent with a statement certifying the Other U.S. Collateral Amount and the Other Foreign Collateral Amount of such Lender (or Affiliate thereof) and to update such certification from time to time during the continuance of such Event of Default as reasonably requested by the Applicable Administrative Agent. By accepting the benefits of this Agreement and each other Loan Document, each Secured Party shall be required deemed to verify have appointed the payment ofApplicable Administrative Agent as its agent and to have agreed to be bound by the Loan Documents as a Secured Party. By accepting the benefits of this Agreement and each other Loan Document, each Secured Party expressly acknowledges and agrees that this Agreement and each other Loan Document may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Secured Parties and that no other Secured Party shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Secured Parties upon the terms of this Agreement and the other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity DateLoan Documents.

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider (a) Except as otherwise expressly set forth herein or Lender in any Guaranty or Affiliate of a Lender party to any Treasury Collateral Document, no Cash Management Agreement Bank or Hedge Bank that obtains the benefit of the provisions benefits of Section 9.0310.3, the any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The (b) Each Secured Party hereby agrees that the benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not an Agent, a Lender or an Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative, shall confirm such agreement in a writing in form and substance reasonably acceptable to the Administrative Agent) this Article XI and Sections 3.1, 3.2, 12.4, 12.6, 12.19, 12.23 and 12.26 and any Acceptable Intercreditor Agreement, and the decisions and actions of any Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (x) such Secured Party shall be bound by the provisions set forth above only to the extent of liabilities, reimbursement obligations, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements with respect to or otherwise relating to the Liens and Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be required limited by any concept of pro rata share or similar concept, (y) each of the Agents, the Lenders and the Issuers party hereto shall be entitled to verify act at its sole discretion, without regard to the payment interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (z) such Secured Party shall not have any right to be notified of, consent to, direct, require or that other satisfactory arrangements have been made be heard with respect to, Obligations arising any action taken or omitted in respect of the Collateral or under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Date.Loan Document. - 242 -

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to any Treasury Management Agreement Hedge Bank that obtains the benefit of the provisions of Section 9.038.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider Cash Management Bank or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementHedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of the Facility Termination Date. Each Lender hereby acknowledges and agrees (including on behalf of any Swap Contract between of its Affiliates that may be a Cash Management Bank or a potential Hedge Bank) that (x) obligations of the Borrower or any Subsidiary and of its Subsidiaries under any Secured Swap Provider or any Treasury Cash Management Agreement between or Secured Hedge Agreement shall be secured and guaranteed pursuant to the Borrower Collateral Documents to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (y) any release of Collateral or any Subsidiary and any Lender Guarantors effected in a manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Cash Management Agreements or any Affiliate of a Lender Secured Hedge Agreements in the case of a Maturity Datetheir capacities as such.

Secured Cash Management Agreements and Secured Hedge Agreements. No Subject to the Hedge Intercreditor Agreement with respect to Secured Swap Third Party Hedge Providers, no Secured Cash Management Provider or Lender or Affiliate of a Lender party to any Treasury Management Agreement that Secured Hedge Provider who obtains the benefit of the provisions benefits of Section 9.0310.3, the any Guaranty or any Collateral by virtue of the provisions hereof or of any Collateral Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Security Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X 11 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary out of Secured Cash Management Agreements and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and Hedge Agreements unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Cash Management Provider or Lender or Affiliate of a Lender party to the applicable Treasury Management AgreementSecured Hedge Provider, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising out of Secured Cash Management Agreements and Secured Hedge Agreements upon termination of all Commitments and payment in full of all Obligations under any Swap Contract between the Borrower Loan Documents (other than contingent indemnification obligations) and the expiration or any Subsidiary termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Date.L/C Issuer shall have been made). CREDIT AGREEMENT – Page 148

Secured Cash Management Agreements and Secured Hedge Agreements. No Secured Swap Provider or Lender or Affiliate of a Lender party to any Treasury Management Agreement that obtains the benefit of the provisions of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Swap Provider or Lender or Affiliate of a Lender party to the applicable Treasury Management Agreement, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Swap Contract between the Borrower or any Subsidiary and any Secured Swap Provider or any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender in the case of a Maturity Date.