Exhibit 10.27


 


Execution Version


 


 








 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of July 2, 2018


 


among


 


PETROLEUM HEAT AND POWER CO., INC.,


 


as Borrower


 


The Other Loan Parties Party
Hereto,


 


The Lenders from Time to Time Party Hereto,


 


JPMORGAN CHASE BANK, N.A.,


as
Administrative Agent and an LC Issuer


 


BANK OF AMERICA, N.A.,


 


as Co-Syndication Agent and an LC Issuer


and


 


CITIZENS BANK, N.A.,


as Co-Syndication
Agent

and




KEYBANK NATIONAL ASSOCIATION,


REGIONS BANK,


TD BANK, N.A.,


and


BMO HARRIS BANK, N.A.


 


as Co-Documentation Agents


 


and


 


JPMORGAN CHASE BANK, N.A.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


 


and


 


CITIZENS BANK, N.A.,

as Joint Lead Arrangers and Joint Book Runners


 


 


 






     

     

    

 


TABLE OF CONTENTS


  





	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I DEFINITIONS	2
	 	 	 
	 	1.1.	Defined Terms	2
	 	1.2.	Accounting Terms; GAAP	42
	 	 	 	 
	ARTICLE II THE FACILITY	42
	 	 	 
	 	2.1.	The Facility	42
	 	 	2.1.1.	Revolving Loans	43
	 	 	2.1.2.	Facility LCs	44
	 	 	2.1.3.	Non-Ratable Loans	49
	 	 	2.1.4.	Protective Advances, Swingline Loans and Overadvances.	49
	 	 	2.1.5.	Term Loans	51




	 	2.2.	Ratable Loans; Risk Participation	52
	 	2.3.	Payment of the Obligations	52
	 	2.4.	Minimum Amount of Each Advance	52
	 	2.5.	Funding Account	53
	 	2.6.	Reliance Upon Authority; No Liability	53
	 	2.7.	Conversion and Continuation of Outstanding Advances	53
	 	2.8.	Telephonic Notices	53
	 	2.9.	Notification of Advances, Interest Rates and Repayments	54
	 	2.10.	Fees	54
	 	2.11.	Interest Rates	54
	 	2.12.	Alternate Rate of Interest	55
	 	2.13.	Eurodollar Advances Post Default; Default Rates	56
	 	2.14.	Interest Payment Dates; Interest and Fee Basis	56
	 	2.15.	Voluntary Prepayments	57
	 	2.16.	Mandatory Prepayments	57
	 	2.17.	Termination of the Commitments; Increase in Aggregate Revolving Commitment	59
	 	2.18.	Method of Payment	60
	 	2.19.	Apportionment, Application, and Reversal of Payments	61
	 	2.20.	Settlement	61
	 	2.21.	Indemnity for Returned Payments	62
	 	2.22.	Noteless Agreement; Evidence of Indebtedness	62
	 	2.23.	Lending Installations	63
	 	2.24.	Non-Receipt of Funds by the Agent; Defaulting Lenders	63
	 	2.25.	Limitation of Interest	66
	 	2.26.	Applicable Mortgage Minimum Amount	67
	 	2.27.	Amortization of Term Loans	67
	 	2.28.	MIRE Event	67



 






    	 ii



     

    

 


	ARTICLE III YIELD PROTECTION; TAXES	67
	 	 
	 	3.1.	Yield Protection	68
	 	3.2.	Changes in Capital Adequacy or Liquidity Regulations	69
	 	3.3.	Availability of Types of Advances	70
	 	3.4.	Funding Indemnification	70
	 	3.5.	Taxes	70
	 	3.6.	Lender Statements; Survival of Indemnity	73
	 	3.7.	Replacement of Lender	74
	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT	74
	 	 
	 	4.1.	Effectiveness	74
	 	4.2.	Each Credit Extension	77
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	78
	 	 
	 	5.1.	Existence and Standing	78
	 	5.2.	Authorization and Validity	78
	 	5.3.	No Conflict; Government Consent	78
	 	5.4.	Security Interest in Collateral	79
	 	5.5.	Financial Statements	79
	 	5.6.	Material Adverse Change	79
	 	5.7.	Taxes	79
	 	5.8.	Litigation and Contingent Obligations	80
	 	5.9.	Capitalization and Subsidiaries	80
	 	5.10.	ERISA	80
	 	5.11.	Accuracy of Information	80
	 	5.12.	Names; Prior Transactions	80
	 	5.13.	Regulation U	80
	 	5.14.	Material Agreements	81
	 	5.15.	Compliance With Laws	81
	 	5.16.	Ownership of Properties	81
	 	5.17.	Plan Assets; Prohibited Transactions	81
	 	5.18.	Environmental Matters	81
	 	5.19.	Investment and Holding Company Status	83
	 	5.20.	Bank Accounts	83
	 	5.21.	Indebtedness	83
	 	5.22.	Affiliate Transactions	83
	 	5.23.	Real Property; Leases	83
	 	5.24.	Intellectual Property Rights	83
	 	5.25.	Insurance	84
	 	5.26.	Solvency	84
	 	5.27.	Subordinated Indebtedness	84
	 	5.28.	Post-Retirement Benefits	85



 






    	 iii



     

    

 


	 	5.29.	Common Enterprise	85
	 	5.30.	Reportable Transaction	85
	 	5.31.	Labor Disputes	85
	 	5.32.	Fixed Price Supply Contracts	85
	 	5.33.	Trading and Inventory Policies	85
	 	5.34.	Use of Proceeds	86
	 	5.35.	EEA Financial Institutions	86
	 	5.36.	Anti-Corruption Laws and Sanctions	86
	 	 	 	 
	ARTICLE VI COVENANTS	86
	 	 
	 	6.1.	Financial and Collateral Reporting	86
	 	6.2.	Use of Proceeds	90
	 	6.3.	Notices	91
	 	6.4.	Conduct of Business	92
	 	6.5.	Taxes	93
	 	6.6.	Payment of Indebtedness and Other Liabilities	93
	 	6.7.	Insurance; Weather Hedging	93
	 	6.8.	Compliance with Laws	95
	 	6.9.	Maintenance of Properties and Intellectual Property Rights	95
	 	6.10.	Inspection	96
	 	6.11.	Appraisals	96
	 	6.12.	Communications with Accountants	96
	 	6.13.	Post-Closing Obligations with respect to Real Property; Mortgage Amendments, Collateral Access Agreements, etc.	96
	 	6.14.	Deposit Account Control Agreements	98
	 	6.15.	Additional Collateral; Further Assurances	98
	 	6.16.	Dividends	99
	 	6.17.	Indebtedness	100
	 	6.18.	Merger	102
	 	6.19.	Sale of Assets	102
	 	6.20.	Investments and Acquisitions	102
	 	6.21.	Liens	104
	 	6.22.	Change of Name or Location; Change of Fiscal Year	106
	 	6.23.	Affiliate Transactions	106
	 	6.24.	Amendments to Agreements	106
	 	6.25.	Prepayment of Indebtedness; Subordinated Indebtedness	106
	 	6.26.	Financial Contracts	107
	 	6.27.	Capital Expenditures	107
	 	6.28.	Financial Covenants	107
	 	6.29.	Depository Banks	107
	 	6.30.	Real Property Purchases	108
	 	6.31.	Sale of Accounts	108
	 	6.32.	Parent	108



 






    	 iv



     

    

 


	 	6.33.	Fixed Price Supply Contracts; Certain Policies	108
	 	6.34.	CaptiveCo Loans and Claim Reimbursement.	108
	 	 	 	 
	ARTICLE VII DEFAULTS	109
	 	 
	ARTICLE VIII REMEDIES; WAIVERS AND AMENDMENTS	111
	 	 
	 	8.1.	Remedies	111
	 	8.2.	Waivers by Loan Parties	113
	 	8.3.	Amendments	113
	 	8.4.	Preservation of Rights	115
	 	 	 	 
	ARTICLE IX GENERAL PROVISIONS	116
	 	 
	 	9.1.	Survival of Representations	116
	 	9.2.	Governmental Regulation	116
	 	9.3.	Headings	116
	 	9.4.	Entire Agreement	116
	 	9.5.	Several Obligations; Benefits of this Agreement	116
	 	9.6.	Expenses; Indemnification	117
	 	9.7.	Numbers of Documents	118
	 	9.8.	Accounting	118
	 	9.9.	Severability of Provisions	118
	 	9.10.	Nonliability of Lenders	119
	 	9.11.	Confidentiality	119
	 	9.12.	Nonreliance	119
	 	9.13.	Disclosure	119
	 	9.14.	USA PATRIOT ACT	120
	 	9.15.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	120
	 	 	 	 
	ARTICLE X THE AGENT	120
	 	 
	 	10.1.	Appointment; Nature of Relationship	120
	 	10.2.	Powers	121
	 	10.3.	General Immunity	121
	 	10.4.	No Responsibility for Credit Extensions, Recitals, etc.	121
	 	10.5.	Action on Instructions of the Lenders	121
	 	10.6.	Employment of Agents and Counsel	122
	 	10.7.	Reliance on Documents; Counsel	122
	 	10.8.	Agent’s Reimbursement and Indemnification	122
	 	10.9.	Notice of Default	123
	 	10.10.	Rights as a Lender	123
	 	10.11.	Lender Credit Decision	123
	 	10.12.	Successor Agent	123



 






    	 v



     

    

 


	 	10.13.	Delegation to Affiliates	124
	 	10.14.	Execution of Loan Documents	124
	 	10.15.	Collateral Matters	124
	 	10.16.	Co-Agents, Co-Syndication Agents, Co-Documentation Agents, etc	126
	 	10.17.	Certain ERISA Matters	127
	 	 	 	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS	129
	 	 
	 	11.1.	Setoff	129
	 	11.2.	Ratable Payments	129
	 	 	 	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	129
	 	 
	 	12.1.	Successors and Assigns	129
	 	12.2.	Participations	130
	 	12.3.	Assignments	131
	 	12.4.	Dissemination of Information	133
	 	12.5.	Tax Treatment	133
	 	12.6.	Assignment by LC Issuer	133
	 	 	 	 
	ARTICLE XIII NOTICES	133
	 	 
	 	13.1.	Notices; Effectiveness; Electronic Communications	133
	 	13.2.	Change of Address, Etc.	135
	 	 	 	 
	ARTICLE XIV COUNTERPARTS	135
	 	 
	ARTICLE XV GUARANTY	135
	 	 
	 	15.1.	Guaranty	135
	 	15.2.	Guaranty of Payment	135
	 	15.3.	No Discharge or Diminishment of Guaranty	135
	 	15.4.	Defenses Waived	137
	 	15.5.	Rights of Subrogation	137
	 	15.6.	Reinstatement; Stay of Acceleration	137
	 	15.7.	Information	138
	 	15.8.	Taxes	138
	 	15.9.	Severability	138
	 	15.10.	Contribution	138
	 	15.11.	Lending Installations	139
	 	15.12.	Liability Cumulative	139
	 	15.13.	Discharge of Guaranty Upon Certain Events	139
	 	15.14.	Keepwell	139



 






    	 vi



     

    

 


	ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	140
	 	 
	 	16.1.	CHOICE OF LAW	140
	 	16.2.	CONSENT TO JURISDICTION	140
	 	16.3.	WAIVER OF JURY TRIAL	140
	 	 	 	 
	ARTICLE XVII THE BORROWER REPRESENTATIVE	141
	 	 
	 	17.1.	Appointment; Nature of Relationship	141
	 	17.2.	Powers	141
	 	17.3.	Employment of Agents	141
	 	17.4.	Notices	141
	 	17.5.	Successor Borrower Representative	141
	 	17.6.	Execution of Loan Documents; Borrowing Base Certificate	141
	 	17.7.	Reporting	142
	 	 	 	 
	ARTICLE XVIII Effect
    of Amendment and Restatement of Existing Credit AGREEMENT	142







 


 


 





	EXHIBITS:	 	 
	 	 	 
	EXHIBIT A	 	FORM OF BORROWING NOTICE
	EXHIBIT B	 	FORM OF CONVERSION/CONTINUATION NOTICE
	EXHIBIT C	 	NOTE
	EXHIBIT D	 	FORM OF OPINION
	EXHIBIT E	 	COMPLIANCE CERTIFICATE
	EXHIBIT F	 	JOINDER AGREEMENT
	EXHIBIT G	 	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT H	 	BORROWING BASE CERTIFICATE
	 	 	 
	SCHEDULES:	 	 
	 	 	 
	SCHEDULE I	 	COMMITMENTS
	SCHEDULE 1.1	 	ELIGIBLE CARRIERS
	SCHEDULE 5.8	 	LITIGATION AND CONTINGENT OBLIGATIONS
	SCHEDULE 5.9	 	CAPITALIZATION AND SUBSIDIARIES
	SCHEDULE 5.12	 	NAMES; PRIOR TRANSACTIONS
	SCHEDULE 5.14	 	MATERIAL AGREEMENTS
	SCHEDULE 5.16	 	OWNERSHIP OF PROPERTIES
	SCHEDULE 5.18	 	ENVIRONMENTAL MATTERS
	SCHEDULE 5.21	 	INDEBTEDNESS
	SCHEDULE 5.22	 	AFFILIATE TRANSACTIONS



 






    	 vii



     

    

 


	SCHEDULE 5.23	 	REAL PROPERTY; LEASES
	SCHEDULE 5.24	 	INTELLECTUAL PROPERTY RIGHTS
	SCHEDULE 5.25	 	INSURANCE
	SCHEDULE 5.31	 	LABOR MATTERS
	SCHEDULE 5.32	 	FIXED PRICE SUPPLY CONTRACTS
	SCHEDULE 6.20	 	OTHER INVESTMENTS
	SCHEDULE 6.21	 	LIENS







 


 


 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 viii



     

    

 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


 


This Fourth Amended and Restated Credit Agreement,
dated as of July 2, 2018, is among Petroleum Heat and Power Co., Inc., a Minnesota corporation (“Petro” or the
“Borrower”), the other Loan Parties, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A.,
a national banking association, as an LC Issuer and as the Agent, Bank of America, N.A., as co-syndication agent and as an LC Issuer
(“Bank of America”), Citizens Bank, N.A., as co-syndication agent (together with Bank of America, the “Co-Syndication
Agents”) and KeyBank National Association, Regions Bank, TD Bank, N.A. and BMO Harris Bank, N.A., as co-documentation
agents (each, a “Co-Documentation Agent” and collectively, the “Co-Documentation Agents”).


 


RECITALS


 


WHEREAS, pursuant to that certain Third Amended
and Restated Credit Agreement, dated as of July 30, 2015 (as amended prior to the date hereof, the “Existing Credit Agreement”),
among Petro, the lenders party thereto (the “Existing Lenders”), the other Loan Parties, JPMorgan Chase Bank,
N.A., a national banking association, as an issuer of certain letters of credit and as the administrative agent, Bank of America,
N.A. as an issuer of certain letters of credit and co-syndication agent, Citizens Bank, N.A., as co-syndication agent and KeyBank
National Association, Regions Bank and TD Bank, N.A. as co-documentation agents, the Existing Lenders made available to the Borrower
(i) revolving loans and other extensions of credit in an aggregate principal amount not to exceed $450,000,000 and (ii) a term
loan in an aggregate principal amount of $100,000,000;


 


WHEREAS, the Borrower has requested that the
Existing Credit Agreement be amended and restated in order to provide for, among other things, (i) a new 5-year term loan facility
in an aggregate amount not to exceed $100,000,000 (a portion of which, for the avoidance of doubt, will be deemed to have been
applied to a “cashless” prepayment of the aggregate principal amount of Existing Term Loans outstanding on the Effective
Date with the proceeds of a borrowing of new Term Loans hereunder in an equal amount, in each case, deemed to occur as of the Effective
Date), which extensions of credit will be used by the Borrower for the purposes set forth in Section 6.2 and (ii) extension
of the Facility Termination Date with respect to the Revolving Loans outstanding under the Existing Credit Agreement;


 


WHEREAS, the Obligations of the Borrower under
the Loan Documents to the Agent and the Lenders will continue to be guaranteed by the Guarantors as set forth in the Guaranty;
and


 


WHEREAS, the Borrower and the other Loan Parties
will continue to secure all of their Obligations under the Loan Documents pursuant to the security interests in and liens upon
the Collateral as set forth in the Collateral Documents;


 






    	1



    


    

 


NOW THEREFORE, in consideration of these premises
and the terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree that the Existing Credit Agreement is hereby amended and restated as of the
Effective Date to read in its entirety as follows:


 


ARTICLE
I



DEFINITIONS


 


1.1.           
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Account” shall have the
meaning given to such term in the Security Agreement.


 


“Account Debtor” means any
Person obligated on an Account.


 


“Acquisition” means any transaction,
or any series of related transactions, consummated after the Effective Date, by which any Loan Party (a) acquires any going business
or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly
or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in
number of votes) of the Capital Stock of a Person which has ordinary voting power for the election of directors or other similar
management personnel of a Person (other than Capital Stock having such power only by reason of the happening of a contingency)
or a majority of the outstanding Capital Stock of a Person.


 


“Advance” means a borrowing
hereunder, (a) made by some or all of the Lenders on the same Borrowing Date, or (b) converted or continued by the Lenders on the
same date of conversion or continuation, and consisting, in either case, of the aggregate amount of the several Loans of the same
Type and, in the case of Eurodollar Loans, for the same Interest Period. The term Advance shall include Revolving Loans, Term Loans,
Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances unless otherwise expressly provided.


 


“Affected Lender” is defined
in Section 3.7.


 


“Affiliate” of any Person
means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall
be deemed to control another Person if the controlling Person owns 10% or more of any class of the voting Capital Stock of the
controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies
of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise.


 


“Agent” means Chase in its
capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to Article X.


 






    	2



    


    

 


“Aggregate Commitment” means,
at any time, the aggregate of the Revolving Commitment and Term Commitment (or, if the Term Commitment has been terminated, the
Term Credit Exposure) of all the Lenders.


 


“Aggregate Credit Exposure”
means, at any time, the aggregate of the Revolving Credit Exposure and Term Credit Exposure of all the Lenders.


 


“Aggregate Revolving Commitment”
means the aggregate of the Revolving Commitments of all of the Lenders, as reduced from time to time pursuant to the terms hereof,
which Aggregate Revolving Commitment shall be in the amount of $450,000,000; provided that, for all purposes of this Agreement
(other than the definition of Available Revolving Commitment) (i) the Aggregate Revolving Commitment shall be deemed to be the
Non-Seasonal Availability Amount for each day other than any day during a Seasonal Availability Period and (ii) during a Seasonal
Availability Period the Aggregate Revolving Commitment shall be equal to $300,000,000 plus the aggregate amount of
increases in the Aggregate Revolving Commitment requested by the Borrower during such Seasonal Availability Period subject to the
limitations on such requests described in the proviso of the definition of “Seasonal Availability Notice” (it being
understood that the Aggregate Revolving Commitment shall not exceed $450,000,000 (or if the Aggregate Revolving Commitment is increased
pursuant to Section 2.17 hereof, $650,000,000) at any time).


 


“Aggregate Revolving Credit Exposure”
means, at any time, the aggregate of the Revolving Credit Exposure.


 


“Aggregate Term Commitment”
means the aggregate of the Term Commitments of all of the Lenders, as reduced from time to time pursuant to the terms hereof, which
Aggregate Term Commitment shall be in the amount of $100,000,000.


 


“Aggregate Term Credit Exposure”
means, at any time, the aggregate of the Term Credit Exposure.


 


“Agreement” means this Fourth
Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time.


 


“Alternate Base Rate” or
“ABR” means, for any day, a rate of interest per annum equal to the greatest of (a) the Prime Rate in effect
on such day, (b) the NYFRB Rate in effect on such day plus 0.50% and (c) the Eurodollar Rate (excluding the Applicable
Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day)
plus 1%; provided that for the purpose of this definition, the Eurodollar Rate for any day shall be based
on the Screen Rate (or if the Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately
11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or
the Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or
the Eurodollar Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section
2.12 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without
reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 






    	3



    


    

 


“Anti-Corruption Laws” means
all laws, rules, and regulations of any jurisdiction applicable to any Loan Party or any of their Subsidiaries from time to time
concerning or relating to bribery or corruption.


 


“Applicable Fee Rate” means
0.30% per annum; provided that the Applicable Fee Rate on the amount by which the Aggregate Revolving Commitment exceeds
the Non-Seasonal Availability Amount shall be, solely with respect to each day other than any day during a Seasonal Availability
Period, 0.20% per annum.


 


“Applicable Laws” is defined
in Section 5.15.


 


“Applicable Margin” means,
(A) with respect to Revolving Loans, (i) with respect to Floating Rate Advances, 0.50% per annum and (ii) with respect to Eurodollar
Advances, 1.50% per annum and (B) with respect to Term Loans, (i) with respect to Floating Rate Advances, 2.00% per annum and (ii)
with respect to Eurodollar Advances, 3.00% per annum; provided that from and after the date of delivery by the Borrower
of the financial statements described in Section 6.1(b) for the Fiscal Quarter ending as of December 31, 2018 and thereafter,
the Applicable Margin will be determined as of the end of each Fiscal Quarter of the Borrower based upon the Applicable Margin
Availability for such Fiscal Quarter as set forth in the pricing grid below:


 


	Applicable Margin Availability	Revolving Loan Eurodollar Advances	Revolving Loan Floating Rate Advances	Term Loan Eurodollar Advances	Term Loan Floating Rate Advances
	> $225,000,000	1.25%	0.25%	2.75%	1.75%
	> $150,000,000 but ≤ $225,000,000	1.50%	0.50%	3.00%	2.00%
	> $75,000,000 but ≤ $150,000,000	1.75%	0.75%	3.25%	2.25%
	< $75,000,000	2.00%	1.00%	3.50%	2.50%


 


 


Changes in the Applicable Margin resulting from
changes in Applicable Margin Availability shall become effective on the first day of the next succeeding quarter and shall remain
in effect until the next change to be effected pursuant to this paragraph. In the event that the Borrower shall fail to deliver
the Borrowing Base Certificate with respect to any Fiscal Quarter, the Applicable Margin shall, from the date such Borrowing Base
Certificate was required to be delivered until the date on which it is delivered, be determined by reference to the lowest Applicable
Margin Availability in the foregoing grid.


 






    	4



    


    

 


“Applicable Margin Availability”
means, at any date, (a) the sum of the Availability (which shall be deemed to include Suppressed Availability for the purpose of
calculating Availability pursuant to this definition) on the last day of each of the twelve preceding Fiscal Months (or if fewer
than twelve Fiscal Months have elapsed since the Effective Date, the number of Fiscal Months that have actually elapsed since the
Effective Date) ending on such date divided by (b) twelve (or such lesser number of Fiscal Months that have actually elapsed since
the Effective Date).


 


“Applicable Mortgages” means
any Mortgage with respect to which mortgage recording taxes, documentary stamp taxes, intangible taxes and other similar taxes
are payable in connection with each Credit Extension (assuming that no Credit Extensions were then outstanding).


 


“Applicable Mortgage Minimum Amount”
means, at any time, the sum of the limits on the maximum amount of the Obligations secured under all Applicable Mortgages at such
time.


 


“Approved Fund” means any
Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


 


“Arrangers” means (i) JPMorgan
Chase Bank, N.A. and its successors; provided that the Borrower agrees that JPMorgan Chase Bank, N.A. may perform its responsibilities
hereunder through its affiliate, J.P. Morgan Securities LLC, (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its
successors and (iii) Citizens Bank, N.A., each in their capacity as Joint Lead Arrangers and Joint Book Runners.


 


“Article” means an article
of this Agreement unless another document is specifically referenced.


 


“Assignment Agreement” is
defined in Section 12.3(a).


 


“Authorized Officer” means
any of the chief executive officer, chief financial officer, vice president, controller or treasurer of a Loan Party, acting singly.


 


“Availability” means, at
any time, an amount equal to (x) the lesser of (a) the Aggregate Revolving Commitment and (b) the Borrowing Base minus
(y) the Aggregate Revolving Credit Exposure.


 


“Available Revolving Commitment”
means, at any time, the Aggregate Revolving Commitment then in effect minus the Aggregate Revolving Credit Exposure
at such time.


 


“Bail-In Action” means the
exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA
Financial Institution.


 


“Bail-In Legislation” means,
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 for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.


 






    	5



    


    

 


“Banking Services” means
each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) commercial credit
cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate depository network services).  


 


“Bankruptcy Code” means Title
11 of the U.S. Code (11 U.S.C. § 101 et seq.) as amended, reformed, or otherwise modified from time to time, and any
rule or regulation issued thereunder.


 


“Beneficial Ownership Certification”
means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership Regulation”
means 31 C.F.R. § 1010.230.


 


“Benefit Plan” means any
of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a
“plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets
include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code)
the assets of any such “employee benefit plan” or “plan”.


 


“Board” means the Board of
Governors of the Federal Reserve System of the United States of America.


 


“Borrower” has the meaning
specified in the preamble hereto.


 


“Borrower Representative”
means PHI, in its capacity as contractual representative of the Borrower pursuant to Article XVII.


 


“Borrowing Base” means, at
any time, the sum, without duplication, of:


 


(a)               
(i) for the months of May through November in each Fiscal Year, 85% of Eligible Accounts Receivable or (ii) for the
months of December through April in each Fiscal Year subject to trailing dilution of not more than 3%, 90% of Eligible Accounts
Receivable, plus


 


(b)              
(i) for the months of May through November in each Fiscal Year, 80% of Eligible Heating Oil and Other Fuel Inventory
or (ii) for the months of December through April in each Fiscal Year, 85% of Eligible Heating Oil and Other Fuel Inventory, plus


 


(c)               
the lesser of (i) $7,500,000 and (ii) 40% of Eligible Other Inventory, plus


 


(d)              
the lesser of


 


(i)       $100,000,000
and


 






    	6



    


    

 


(ii)       the
sum of


 


		(A)	75% of the Net Orderly Liquidation Value of Eligible Vehicles,



 


		(B)	75% of the Net Orderly Liquidation Value of Eligible Machinery and Equipment, and



 


		(C)	(i) 60% of the aggregate of the Customer Lists Value less (ii) the aggregate principal amount
of outstanding Term Loans; provided that this clause (D) shall not be less than zero,



 


plus 


 


(e)               
100% of cash and Cash Equivalent Investments held in deposit accounts located at, and subject to control agreements
in favor of, the Agent, minus


 


(f)               
Reserves;


 


provided that (I) the amount described in clause (d)(i) above
shall be automatically reduced on a dollar-for-dollar basis by the Borrowing Base Reduction Amount, (II) Customer Lists shall be
reappraised on an annual basis in accordance with Section 6.11 and (III) except for (x) Inventory and (y) Accounts,
any assets acquired in connection with any Permitted Acquisition shall not be included in the determination of the Borrowing Base.
The Borrowing Base shall be determined based on the most recent Borrowing Base Certificate delivered by the Borrower.


 


“Borrowing Base Certificate”
means a certificate, signed by an Authorized Officer of the Borrower Representative, in the form of Exhibit H or another
form which is acceptable to the Agent in its Permitted Discretion. Each Borrowing Base Certificate shall set forth, among other
things, a calculation of the Borrowing Base.


 


“Borrowing Base Reduction Amount”
means an amount equal to the sum of (a) all Net Cash Proceeds of asset dispositions received by any Loan Party plus
(b) all insurance or condemnation proceeds received by any Loan Party; provided that (x) such Net Cash Proceeds or insurance
or condemnation proceeds shall be disregarded in determining the Borrowing Base Reduction Amount to the extent they are deposited
in a deposit account located at, and subject to control agreements in favor of, the Agent pursuant to Section 2.16(b) or
(d), as applicable, (y) such Net Cash Proceeds or insurance or condemnation proceeds shall be disregarded in determining
the Borrowing Base Reduction Amount to the extent that within twelve months of the receipt thereof they are reinvested pursuant
to Section 2.16(b) or (d), as applicable, in replacement assets of like value (as determined in a manner satisfactory
to the Agent in its Permitted Discretion), and (z) in determining the Borrowing Base Reduction Amount, the amount allocated to
any asset that is disposed of or that is the subject of any insurance or condemnation proceeds so received shall be equal to the
amount originally allocated to such asset for purposes of determining the Borrowing Base (as determined by the Agent in its Permitted
Discretion).


 






    	7



    


    

 


“Borrowing Date” means a
date on which an Advance or a Loan is made hereunder.


 


“Borrowing Notice” is defined
in Section 2.1.1(b).


 


“Business Day” means (a)
with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which
banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities,
interbank wire transfers can be made on the Fedwire system and dealings in U.S. dollars are carried on in the London interbank
market and (b) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago for
the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire
system.


 


“Capital Expenditures” means,
for any period, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any
asset (other than pursuant to an Acquisition) which would be classified as a fixed or capital asset on a consolidated balance sheet
of the Parent and its Subsidiaries prepared in accordance with GAAP.


 


“Capital Stock” means any
and all corporate stock, units, shares, partnership interests, membership interests, equity interests, rights, securities, or other
equivalent evidences of ownership (howsoever designated) issued by any Person.


 


“Capitalized Lease” of a
Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with GAAP.


 


“Capitalized Lease Obligations”
of a Person means the aggregate amount of the obligations of such Person under Capitalized Leases which would be shown as a liability
on a balance sheet of such Person prepared in accordance with GAAP.


 


“CaptiveCo” means the collective
reference to (i) Woodbury Insurance Co., Inc., a Connecticut corporation, and (ii) each other Subsidiary of Parent or the Borrower
which is a captive insurance company.


 


“CaptiveCo Loans” has the
meaning specified in Section 6.34.


 


“Carry Over Amount” is defined
in Section 6.27.


 


“Cash Equivalent Investments”
means (a) short-term obligations of, or fully guaranteed by, the U.S., (b) commercial paper rated A-1 or better by S&P or P-1
or better by Moody’s, (c) demand deposit accounts maintained in the ordinary course of business with any domestic office
of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided
profits of not less than $500,000,000, and (d) certificates of deposit issued by and time deposits with any domestic office of
any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided
profits of not less than $500,000,000; provided that, in each case, the same provides for payment of both principal and
interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or
interest.


 






    	8



    


    

 


“Change” is defined in Section
3.2.


 


“Change in Control” means
the occurrence of any of the following events: (i) the partners or shareholders, as the case may be, of the Borrower shall
approve any plan or proposal for the liquidation or dissolution of the Borrower; (ii) the General Partner shall cease for
any reason to be the sole general partner of the Parent; (iii) the Parent ceases for any reason to beneficially own, directly
or indirectly, 100% of all classes of Capital Stock of the Borrower; or (iv) the Kestrel Group collectively shall cease for
any reason to beneficially own Capital Stock having the voting power to elect all of the directors or other governing board of
the General Partner.


 


“Chase” means JPMorgan Chase
Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


“Co-Syndication Agents” has
the meaning specified in the recitals hereto.


 


“Code” means the Internal
Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.


 


“Collateral” means any and
all Property covered by the Collateral Documents and any and all other Property of any Loan Party, now existing or hereafter acquired,
that may at any time be or become subject to a security interest or Lien in favor of the Agent, on behalf of itself and the Lenders,
to secure the Secured Obligations.


 


“Collateral Access Agreement”
means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Agent, between the Agent and
any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any
landlord of any Loan Party for any real Property where any Collateral is located, as such landlord waiver or other agreement may
be amended, restated, or otherwise modified from time to time.


 


“Collateral Documents” means,
collectively, the Security Agreement, the Mortgages and any other documents granting a Lien upon the Collateral as security for
payment of the Secured Obligations.


 


“Collateral Shortfall Amount”
is defined in Section 2.1.2(l).


 


“Commitment” means, for each
Lender, its Revolving Commitment and its Term Commitment.


 


“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.


 


“Commodity Hedging Agreement”
means any agreement or arrangement designed solely to protect any Loan Party against fluctuations in the price of petroleum derivative
products with respect to quantities of such products that such Loan Party reasonably expects to purchase from suppliers, sell to
their customers or need for their inventory during the period covered by such agreement or arrangement.


 






    	9



    


    

 


“Commodities Inventory” means
all inventory consisting of petroleum derivative products of, and held for sale by, the Loan Parties.


 


“Compliance Certificate”
is defined in Section 6.1(e).


 


“Consolidated Capital Expenditures”
means, with reference to any period, the Capital Expenditures of the Parent and its Subsidiaries calculated on a consolidated basis
for such period.


 


“Consolidated EBITDA” means
Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated Net Income, (a) Consolidated
Interest Expense, (b) expense for taxes paid or accrued, (c) depreciation, (d) amortization and other non-cash charges (including
any non-cash impact of Financial Accounting Standards Board Accounting Standards Codifications 715 and 815), (e) cash contributions
to any Plan and (f) extraordinary non-cash losses (as determined in accordance with GAAP) incurred other than in the ordinary course
of business, minus, to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance
with GAAP) realized other than in the ordinary course of business, all calculated for the Parent and its Subsidiaries on a consolidated
basis. For the purposes of calculating Consolidated EBITDA for any period (each, a “Reference Period”), (i)
if at any time during such Reference Period, the Parent or any Subsidiaries shall have made any Material Disposition, Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the
property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period, the Parent or any
Subsidiaries shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving
pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in
this definition: “Material Acquisition” means any Permitted Acquisition that involves the payment of consideration
by the Parent and its Subsidiaries in excess of $500,000; “Material Disposition” means any sale, transfer or other
disposition of property or series of related sales, transfers or other dispositions of property that yields gross proceeds to the
Parent and the Subsidiaries in excess of $500,000.


 


“Consolidated Fixed Charges”
means, with reference to any period, without duplication, cash Consolidated Interest Expense, plus scheduled principal
payments on Indebtedness made during such period, plus dividends or distributions paid or made during such Period
by the Parent, plus Capitalized Lease payments, plus cash contributions to any Plan, all calculated
for the Parent and its Subsidiaries on a consolidated basis. For the purposes of calculating Consolidated Fixed Charges for any
Reference Period, (i) if at any time during such Reference Period, the Parent or any Subsidiaries shall have made any Material
Disposition, Consolidated Fixed Charges for such Reference Period shall be calculated after giving pro forma effect thereto
as if such Material Disposition occurred on the first day of such Reference Period and (ii) if during such Reference Period, the
Parent or any Subsidiaries shall have made a Material Acquisition, Consolidated Fixed Charges for such Reference Period shall be
calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference
Period. As used in this definition: “Material Acquisition” means any Permitted Acquisition that involves the payment
of consideration by the Parent and its Subsidiaries in excess of $500,000; and “Material Disposition” means any sale,
transfer or other disposition of property or series of related sales, transfers or other dispositions of property that yields gross
proceeds to the Parent and the Subsidiaries in excess of $500,000.


 






    	10



    


    

 


“Consolidated Interest Expense”
means, with reference to any period, the interest expense of the Parent and its Subsidiaries calculated on a consolidated basis
for such period.


 


“Consolidated Net Income”
means, with reference to any period, the net income (or loss) of the Parent and its Subsidiaries calculated on a consolidated basis
for such period.


 


“Consolidated Senior Secured Debt”
means, at any date, the Funded Debt of the Parent and its Subsidiaries that is then secured by a Lien on any asset of the Parent
or its Subsidiaries and that is not subordinated in right of payment to the Obligations.


 


“Contingent Obligation” of
a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees
to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability
of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or
otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities
of the partnership.


 


“Controlled Group” means
all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated)
under common control which, together with the Parent or any of its Subsidiaries, are treated as a single employer under Section
414 of the Code or Section 4001(14) of ERISA.


 


“Conversion/Continuation Notice”
is defined in Section 2.7.


 


“Copyrights” shall have the
meaning given to such term in the Security Agreement.


 


“Credit Exposure” means,
as to any Lender at any time, the sum of (a) its Revolving Credit Exposure, plus (b) its Term Credit Exposure.


 


“Credit Extension” means
the making of an Advance or the issuance of a Facility LC hereunder.


 


“Credit Extension Date” means
the Borrowing Date for an Advance or the issuance date for a Facility LC.


 






    	11



    


    

 


“Customer Lists” means a
list of the customers of the Borrower, PHI and their respective Subsidiaries which are Loan Parties, specifying each customer’s
name, mailing address and phone number.


 


“Customer Lists Value” means,
at the election of the Agent exercising its Permitted Discretion, either (a) the value of the Customer Lists as determined in a
manner acceptable to the Agent (in its Permitted Discretion) by an appraiser reasonably acceptable to the Agent or (b) the value
of (i) the distressed net orderly enterprise valuation (as determined by the Agent in its Permitted Discretion) of the non-working
capital assets of the Loan Parties less (ii) the Orderly Liquidation Value of Eligible Vehicles less (iii) the Orderly Liquidation
Value of Eligible Machinery and Equipment.


 


“Default” means an event
described in Article VII.


 


“Defaulting Lender” means
any Lender that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days
of the date required to be funded by it hereunder, unless such funding obligations are subject to a good faith dispute between
the Borrower and such Lender, (b) notified the Borrower, the Agent, the LC Issuer or any Lender in writing that it does not intend
to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not
intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit
(it being understood that a Lender shall not be deemed a Defaulting Lender hereunder if its stated intention not
to fund is based upon another party’s failure to fulfill its obligations under the applicable agreement), in each case unless
such funding obligations are subject to a good faith dispute between the Borrower and such Lender, (c) failed, within three Business
Days after request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to
fund prospective Loans and participations in then outstanding Letters of Credit, unless such funding obligations are subject to
a good faith dispute between the Borrower and such Lender, (d) otherwise failed to pay over to the Agent or any other Lender any
other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good
faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent, (ii) become the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken
any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or
has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or (iii) become the subject of a Bail-In Action.


 


“Demand Note” means each
promissory note issued by Parent, the Borrower or any of their respective Subsidiaries (other than CaptiveCo) in favor of CaptiveCo
evidencing the cumulative amount of all CaptiveCo Loans to be made from time to time under Section 6.34, pursuant to which
CaptiveCo may request, upon demand, repayment of all amounts outstanding under such CaptiveCo Loans from time to time.


 






    	12



    


    

 


“Deposit Account Control Agreement”
means an agreement, in form and substance satisfactory to the Agent (in its Permitted Discretion), among any Loan Party, a banking
institution holding such Loan Party’s funds, and the Agent with respect to collection and control of all deposits and balances
held in a deposit account maintained by any Loan Party with such banking institution, as amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof.


 


“Document” shall have the
meaning given to such term in the Security Agreement.


 


“Domestic Subsidiary” means
any Subsidiary which is organized under the laws of the U.S. or any state of the U.S.


 


“EEA Financial Institution”
means (a) any institution 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 institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (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.


 


“Effective Date” means the
date that the conditions precedent set forth in Article IV are satisfied.


 


“Eligibility Definition”
means any of the following terms, as defined herein: “Eligible Accounts Receivable”, “Eligible Heating Oil and
Other Fuel Inventory”, “Eligible Machinery and Equipment”, “Eligible Other Inventory” and “Eligible
Vehicles”.


 


“Eligible Accounts Receivable”
means, at any time, the Accounts of a Loan Party which the Agent determines in its Permitted Discretion are eligible as the basis
for Credit Extensions hereunder. Without limiting the Agent’s discretion provided herein, Eligible Accounts Receivable shall
not include any Account:


 


(a)               
which is not subject to a first priority perfected security interest in favor of the Agent;


 


(b)              
which is subject to any Lien other than (i) a Lien in favor of the Agent and (ii) a Permitted Lien which does not
have priority over the Lien in favor of the Agent;


 


(c)               
with respect to which more than 90 days have elapsed since the date of the original invoice therefor or which is
more than 60 days past the due date for payment; provided that (i) notwithstanding the foregoing, from May 1st
through August 31st of each year, Accounts with respect to which more than 90 days but no more than 120 days have elapsed
since the original invoice date shall nevertheless constitute Eligible Account Receivables in an amount not to exceed $25,000,000
(when taken together with all installment Accounts included as Eligible Accounts Receivable pursuant to clause (ii) below) and
(ii) an installment Account that does not otherwise meet the terms of this clause (c) shall nevertheless constitute an Eligible
Account Receivable so long as (x) with respect to any particular payment installment of such installment Account, not more than
90 days have elapsed since the date on which the original bill for such particular payment installment was mailed, (y) no particular
payment installment of such installment Account is more than 60 days past the due date for payment and (z) the aggregate of all
such installment Accounts does not exceed $25,000,000 (when taken together with all Accounts included as Eligible Accounts Receivable
pursuant to clause (i) above);


 






    	13



    


    

 


(d)              
which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its
Affiliates are ineligible hereunder;


 


(e)               
which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor
and its Affiliates to all Loan Parties exceeds 2% of the aggregate amount of Eligible Accounts Receivable of all Loan Parties;


 


(f)               
with respect to which any covenant, representation, or warranty contained in this Agreement or in the Security Agreement
has been breached or is not true;


 


(g)              
which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii)
is not evidenced by an invoice or other documentation satisfactory to the Agent (in its Permitted Discretion) which has been sent
or otherwise delivered to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon such Loan Party’s
completion of any further performance, or (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
consignment, cash-on-delivery or any other repurchase or return basis;


 


(h)              
for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services
giving rise to such Account have not been performed by such Loan Party;


 


(i)                
with respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)                
which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver,
custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any
receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization,
arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal
bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become
insolvent, or (vi) ceased operation of its business;


 






    	14



    


    

 


(k)              
which is owed by any Account Debtor which has sold all or a substantially all of its assets;


 


(l)                
which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada (other
than the Province of Newfoundland) or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or
any province of Canada (other than the Province of Newfoundland) unless, in either case, such Account is backed by a Letter of
Credit acceptable to the Agent in its Permitted Discretion which is in the possession of the Agent;


 


(m)            
which is owed in any currency other than U.S. dollars;


 


(n)              
which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of
any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Agent (in its Permitted Discretion)
which is in the possession of the Agent, or (ii) the government of the U.S., or any department, agency, public corporation, or
instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.
and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Agent in such Account have been
complied with to the Agent’s satisfaction in its Permitted Discretion;


 


(o)              
which is owed by any Affiliate, director or executive officer of any Loan Party;


 


(p)              
which, when added to all other Accounts owing to the Loan Parties by the applicable Account Debtor or any of its
Affiliates, does not exceed in face amount (i) in the case of commercial Account Debtors, 2.0% of the total Eligible Accounts
Receivable and (ii) in the case of residential Account Debtors, 1.0% of the total Eligible Accounts Receivable;


 


(q)              
which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but
only to the extent of such indebtedness;


 


(r)                
which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim,
deduction, defense, setoff or dispute;


 


(s)               
which is evidenced by any promissory note, chattel paper, or instrument;


 


(t)                
which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business
Activities Report” or other similar report in order to permit such Loan Party to seek judicial enforcement in such jurisdiction
of payment of such Account, unless such Loan Party has filed such report or qualified to do business in such jurisdiction;


 


(u)              
with respect to which such Loan Party has made any agreement with the Account Debtor for any reduction thereof, other
than discounts and adjustments given in the ordinary course of business; or


 






    	15



    


    

 


(v)              
which the Agent determines (in its Permitted Discretion) may not be paid by reason of the Account Debtor’s
inability to pay or which the Agent otherwise determines (in its Permitted Discretion) is unacceptable for any reason whatsoever.


 


“Eligible Carrier” means
each of the carriers and pipeline companies listed on Schedule 1.1 or otherwise approved from time to time by the Agent
in its Permitted Discretion.


 


“Eligible Heating Oil and Other Fuel
Inventory” means, at any time, the Inventory of a Loan Party consisting of propane, home heating oil, diesel fuel and
other petroleum derivative products, but excluding natural gas, which the Agent determines in its Permitted Discretion is eligible
as the basis for Credit Extensions hereunder and as to which all of the following requirements have been fulfilled to the reasonable
satisfaction of the Agent:


 


(a)               
such Inventory is owned by such Loan Party, is subject to a first priority perfected Lien in favor of the Agent,
and is subject to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in favor of the
Agent;


 


(b)              
such Inventory is not held on consignment;


 


(c)               
such Inventory is of customary quality and meets all standards applicable to such Inventory, its use or sale imposed
by any Governmental Authority having regulatory authority over such matters;


 


(d)              
such Inventory is of a type sold in the ordinary course of the business of such Loan Party;


 


(e)               
such Inventory is located within the United States (i) in the Buckeye or Colonial pipeline systems, (ii) in
commercial storage facilities; (iii) at one of the locations listed in Exhibit A to the Security Agreement; or (iv) in transit
to a location described in the foregoing clause (i), (ii) or (iii) with an Eligible Carrier;


 


(f)               
such Inventory does not constitute goods in transit unless it is in transit with an Eligible Carrier;


 


(g)              
such Inventory is stored in storage facilities of such Loan Party or in commercial storage facilities and if located
in a warehouse or other facility leased by such Loan Party, the lessor has delivered to the Agent a waiver, consent and agreement
in form and substance satisfactory to the Agent (in its Permitted Discretion) or a Reserve for rent, charges, and other amounts
due or to become due with respect to such warehouse or facility has been established by the Agent in its Permitted Discretion;
provided that any such Inventory stored in any particular commercial storage facility or warehouse does not in the aggregate
exceed 15% of the total Eligible Heating Oil and Other Fuel Inventory;


 


(h)              
such Inventory has not been delivered to a customer of such Loan Party (regardless of whether such delivery is on
a consignment basis) and has not been returned by any customer; and


 






    	16



    


    

 


(i)                
in the case of any Inventory consisting of any petroleum derivative products other than home heating oil, such Inventory
does not exceed 10% of the total Eligible Heating Oil and Other Fuel Inventory.


 


“Eligible Inventory” means
all Eligible Heating Oil and Other Fuel Inventory and all Eligible Other Inventory.


 


“Eligible Machinery and Equipment”
means, at any time, the Machinery and Equipment (other than Vehicles and items included in the definition of Eligible Other Inventory)
of a Loan Party then used or useful in such Loan Party’s business, which the Agent determines in its Permitted Discretion
is eligible as the basis for Credit Extensions hereunder and as to which all of the following requirements have been fulfilled
to the reasonable satisfaction of the Agent:


 


(a)               
such Machinery and Equipment (i) is owned by such Loan Party, (ii) is subject to a first priority perfected Lien
in favor of the Agent and (iii) is subject to no other Lien whatsoever other than a Permitted Lien which does not have priority
over the Lien in favor of the Agent;


 


(b)              
the full purchase price for such Machinery and Equipment has been paid by such Loan Party;


 


(c)               
such Machinery and Equipment is located on premises (i) owned by such Loan Party, which premises are subject to a
first priority perfected Lien in favor of the Agent and to no other Lien whatsoever other than a Permitted Lien which does not
have priority over the Lien in favor of the Agent or (ii) leased by such Loan Party with respect to which the Agent has received
waiver, consent and agreement in form and substance satisfactory to the Agent;


 


(d)              
such Machinery and Equipment is in reasonable repair and working order and is used or held for use by such Loan Party
in the ordinary course of business of such Loan Party;


 


(e)               
such Machinery and Equipment is not subject to any agreement which materially restricts the ability of the Loan Parties
to use, sell, transport or dispose of such Machinery and Equipment or which materially restricts the Agent’s ability to take
possession of, sell or otherwise dispose of such Machinery and Equipment; and


 


(f)               
such Machinery and Equipment does not constitute “fixtures” under the applicable laws of the jurisdiction
in which such Machinery and Equipment is located;


 


provided, however, that with respect to any
item of Machinery or Equipment which is subject to a Permitted Lien and which satisfies each of the eligibility criteria set forth
above, only that portion of such item which is in excess of the amount secured by such Permitted Lien shall be deemed to constitute
Eligible Machinery and Equipment.


 


“Eligible Other Inventory”
means, at any time, the Inventory of a Loan Party consisting of furnaces, boilers and other heating components and replacement
parts, air conditioner and air conditioning components, water purifying equipment and parts, and other related equipment and parts
held for resale in the ordinary course of business, but excluding Eligible Heating Oil and Other Fuel Inventory, which the Agent
determines in its Permitted Discretion is eligible as the basis for Credit Extensions hereunder. Without limiting the Agent’s
discretion provided herein, Eligible Other Inventory shall not include any Inventory:


 






    	17



    


    

 


(a)               
which is not subject to a first priority perfected Lien in favor of the Agent;


 


(b)              
which is subject to any Lien other than (i) a Lien in favor of the Agent and (ii) a Permitted Lien which does not
have priority over the Lien in favor of the Agent;


 


(c)               
which is, in the Agent’s Permitted Discretion, slow moving, obsolete, unmerchantable, defective, unfit for
sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable
due to age, type, category and/or quantity;


 


(d)              
with respect to which any covenant, representation, or warranty contained in this Agreement or the Security Agreement
has been breached or is not true;


 


(e)               
which does not conform to all standards imposed by any Governmental Authority;


 


(f)               
which is not located in the U.S. or is in transit with a common carrier from vendors and suppliers;


 


(g)              
which is located in any location leased by such Loan Party unless (i) the lessor has delivered to the Agent a Collateral
Access Agreement or (ii) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has
been established by the Agent in its Permitted Discretion;


 


(h)              
which is located in any third party warehouse or is in the possession of a bailee and is not evidenced by a Document,
unless (i) such warehouseman or bailee has delivered to the Agent a Collateral Access Agreement and such other documentation as
the Agent may require or (ii) an appropriate Reserve has been established by the Agent in its Permitted Discretion;


 


(i)                
which is the subject of a consignment by such Loan Party as consignor;


 


(j)                
which is perishable;


 


(k)              
which contains or bears any Intellectual Property Rights licensed to such Loan Party unless the Agent is satisfied
in its Permitted Discretion that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor,
(ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than
royalties incurred pursuant to sale of such Inventory under the current licensing agreement;


 






    	18



    


    

 


(l)                
which is not reflected in a current inventory report of such Loan Party; or


 


(m)            
which the Agent otherwise determines in its Permitted Discretion is unacceptable for any reason whatsoever.


 


provided, however, that with respect
to any item of Equipment which is subject to a Permitted Lien and which satisfies each of the eligibility criteria set forth above,
only that portion of such item which is in excess of the amount secured by such Permitted Lien shall be deemed to constitute Eligible
Other Inventory.


 


“Eligible Vehicles” means,
at any time, the Equipment of a Loan Party consisting of trucks, vans and other vehicles used to transport home heating oil, diesel
fuel and other petroleum derivative products and other Inventory (other than propane and natural gas), or are used primarily in
connection with the provisions of service to customers, which the Agent determines in its Permitted Discretion is eligible as the
basis for Credit Extensions hereunder and as to which all of the following requirements have been fulfilled to the reasonable satisfaction
of the Agent:


 


(a)               
such Equipment (i) is owned by such Loan Party, (ii) is subject to a first priority perfected Lien in favor of the
Agent and (iii) is subject to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in
favor of the Agent;


 


(b)              
the full purchase price for such Equipment has been paid by such Loan Party;


 


(c)               
such Equipment is located on premises (i) owned by such Loan Party, which premises are subject to a first priority
perfected Lien in favor of the Agent and to no other Lien whatsoever other than a Permitted Lien which does not have priority over
the Lien in favor of the Agent, (ii) leased by such Loan Party with respect to which the Agent has received waiver, consent and
agreement in form and substance satisfactory to the Agent, or (iii) is both (A) currently being tracked by a Loan Party pursuant
to a GPS or other similar system and (B) “at or in transit to” a Loan Party location, the home of the driver of such
Equipment or other location pursuant to a legitimate business purpose;


 


(d)              
such Equipment is in reasonable repair and working order and is used or held for use by such Loan Party in the ordinary
course of business of such Loan Party;


 


(e)               
such Equipment is not subject to any agreement which materially restricts the ability of the Loan Parties to use,
sell, transport or dispose of such Equipment or which materially restricts the Agent’s ability to take possession of, sell
or otherwise dispose of such Equipment; and


 


(f)               
such Equipment does not constitute “fixtures” under the applicable laws of the jurisdiction in which
such Equipment is located;


 


provided, however, that with respect
to any item of Equipment which is subject to a Permitted Lien and which satisfies each of the eligibility criteria set forth above,
only that portion of such item which is in excess of the amount secured by such Permitted Lien shall be deemed to constitute Eligible
Vehicles.


 






    	19



    


    

 


“Environmental Laws” means
any and all federal, state, local and foreign statutes, laws, including without limitation common laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements
and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human
health, (c) emissions, discharges or releases of Materials of Environmental Concern into the environment, or (d) the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern or the
clean-up or other remediation thereof.


 


“Equipment” has the meaning
specified in the Security Agreement.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.


 


“ERISA Event” means (a) a
Reportable Event with respect to any Plan, (b) a determination that any Plan is, or is expected to be, in “at risk”
status (within the meaning of Section 430 of the Code or Title IV of ERISA), (c) the taking of any steps to terminate any Plan,
the incurrence by Loan Party or any Controlled Group member of any liability under Title IV of ERISA with respect to the termination
of any Plan, or the receipt by any Loan Party or any Controlled Group member from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (d) the withdrawal by any
Loan Party or any Controlled Group member from any Multiemployer Plan or the initiation of steps to do so, (e) receipt by any Loan
Party or any Controlled Group member of a notice that any Multiemployer Plan is, or is expected to be, Insolvent or in “endangered”
or “critical status” (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA), (f) any Loan
Party or any Controlled Group member has incurred or is reasonably expected to incur, any Withdrawal Liability to one or more Multiemployer
Plans, or (g) any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Sections
412 or 430 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan, whether or not waived, or the filing pursuant
to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan.


 


“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Associated (or any successor Person), as in effect from
time to time.


 


“Eurodollar Advance” means
an Advance which, except as otherwise provided in Section 2.13, bears interest at the Eurodollar Rate.


 


“Eurodollar Base Rate” means,
with respect to any Eurodollar Advance for any Interest Period, the London interbank offered rate as administered by the ICE Benchmark
Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to
such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such
rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or
on the appropriate page of such other information service that publishes such rate from time to time as selected by the Agent in
its reasonable discretion; in each case, the “Screen Rate”) at approximately 11:00 A.M., London time, two Business
Days prior to the commencement of such Interest Period. If the Screen Rate shall not be available at such time for such Interest
Period (an “Impacted Interest Period”) with respect to Dollars, then the Eurodollar Base Rate shall be the Interpolated
Rate at such time; provided that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement. “Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded
to the same number of decimal places as the Screen Rate) determined by the Agent (which determination shall be conclusive and binding
absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for
the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b)
the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest
Period, in each case, at such time; provided that if the Eurodollar Base Rate or Interpolated Rate shall be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 






    	20



    


    

 


“Eurodollar Loan” means a
Loan which, except as otherwise provided in Section 2.13, bears interest at the Eurodollar Rate.


 


“Eurodollar Rate” means,
with respect to any Eurodollar Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the sum of (a) the product of (i) the Eurodollar Base Rate for such Interest Period multiplied
by (ii) the Statutory Reserve Rate plus (b) the Applicable Margin.


 


“Excess Cash Flow” means,
for any fiscal year of the Borrower, the excess, if any of (a) Consolidated EBITDA for such fiscal year (which for purposes of
this definition of “Excess Cash Flow”, notwithstanding anything in the definition of “Consolidated EBITDA”
to the contrary, shall not include the pro forma effect of any Material Acquisition) over (b) the sum, without duplication,
of (i) Consolidated Interest Expense for such fiscal year, (ii) expense for taxes actually paid by the Parent and its Subsidiaries
in cash during such fiscal year, (iii) the aggregate amount actually paid by the Parent and its Subsidiaries in cash during such
fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such
expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iv) the aggregate amount
actually paid by the Parent and its Subsidiaries in cash during such fiscal year for Acquisitions, (v) the aggregate amount of
regular dividends or distributions paid in cash during such fiscal year as permitted under Section 6.16, (vi) deferred charges
and expenses incurred in connection with financing transactions and (vii) the aggregate amount actually paid by the Parent and
its Subsidiaries in cash during such fiscal year in respect of any Plan.


 


“Excess Cash Flow Application Date”
is defined in Section 2.16(e).


 






    	21



    


    

 


“Excluded Swap Obligation”
means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, and only for so long as, all or a portion
of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap
Obligation (or any guarantee 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) by virtue of such Guarantor’s
failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations
thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would
become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation”
of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations,
and agreed by the Agent. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall
apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is
or becomes illegal.


 


“Excluded Taxes” means, in
the case of each Lender or applicable Lending Installation and the Agent, (i) Taxes imposed on its overall revenue or net income,
branch profits Taxes, and franchise taxes (imposed in lieu of net income taxes) imposed on it, by (a) the jurisdiction under the
laws of which such Lender or the Agent is incorporated or organized or (b) the jurisdiction in which the Agent’s or such
Lender’s principal executive office or such Lender’s applicable Lending Installation is located, (ii) in the case of
a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable
interest in a Loan or Commitment pursuant to a law in effect on the date on which (a) such Lender acquires such interest in the
Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.7) or (b) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 3.5, amounts with respect to such Taxes
were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office and (iii) any U.S. federal withholding Taxes imposed under FATCA.


 


“Exhibit” refers to an exhibit
to this Agreement, unless another document is specifically referenced.


 


“Existing Credit Agreement”
has the meaning specified in the Recitals hereto.


 


“Existing Lenders” has the
meaning specified in the Recitals hereto.


 


“Existing Letters of Credit”
means the letters of credit set forth on Schedule 1.1A that have been issued prior to the Effective Date by the LC Issuers identified
on Schedule 1.1A.


 


“Existing Mortgages” means
each of the mortgages, deeds of trust or other agreements made pursuant to the Existing Credit Agreement by any Loan Party in favor
of the Agent for the benefit of the Agent and the Lenders.


 


“Existing Term Loans” has
the meaning specified for the term “Term Loans” under the Existing Credit Agreement.


 






    	22



    


    

 


“Facility” means the credit
facility described in Section 2.1 hereof to be provided to the Borrower on the terms and conditions set forth in this Agreement.


 


“Facility LC” is defined
in Section 2.1.2(a).


 


“Facility LC Application”
is defined in Section 2.1.2(c).


 


“Facility LC Collateral Account”
is defined in Section 2.1.2(j).


 


“Facility Termination Date”
means July 2, 2023 or any earlier date on which (a) the Aggregate Revolving Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof and (b) the Term Loan is not outstanding.


 


“FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amendment or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements in respect thereof (and
any legislation, regulations or other official guidance pursuant to, or in respect of, such intergovernmental agreements).


 


“Federal Funds Effective Rate”
means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions,
as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding
Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined
would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.


 


“Fee Letter” means, collectively,
(i) that certain Fee Letter, dated as of June 14, 2018, between Chase and the Borrower, (ii) that certain Fee Letter, dated as
of June 14, 2018, between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Borrower and (iii) that certain Fee Letter,
dated as of June 14, 2018, between Citizens Bank, N.A. and the Borrower.


 


“Financial Contract” of a
Person means (a) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument
with similar characteristics, or (b) any Rate Management Transaction.


 


“FIRREA” means the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended.


 


“Fiscal Month” means the
calendar month.


 


“Fiscal Quarter” means any
of the quarterly accounting periods of the Parent, ending on December 31, March 31, June 30 and September 30 of each year.


 


“Fiscal Year” means any of
the annual accounting periods of the Parent ending on September 30 of each year.


 






    	23



    


    

 


“Fixed Charge Coverage Ratio”
means, the ratio, determined as of the end of each Fiscal Month of the Parent for the then most-recently ended 12 Fiscal Months,
of (a) Consolidated EBITDA minus the unfinanced portion of Consolidated Capital Expenditures (excluding, for each
such period, actual Capital Expenditures in respect of propane tanks in an amount not to exceed $6,500,000) minus
taxes paid in cash to (b) Consolidated Fixed Charges, all calculated for the Parent and its Subsidiaries on a consolidated basis.


 


“Fixtures” has the meaning
specified in the Security Agreement.


 


“Flood Insurance Laws” means
collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act
of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the
Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters
Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Floating Rate” means, for
any day, a rate per annum equal to (a) the Alternate Base Rate for such day plus (b) the Applicable Margin, in each
case changing when and as the Alternate Base Rate changes.


 


“Floating Rate Advance” means
an Advance which, except as otherwise provided in Section 2.13, bears interest at the Floating Rate.


 


“Floating Rate Loan” means
a Loan which, except as otherwise provided in Section 2.13, bears interest at the Floating Rate.


 


“Foreign Subsidiary” means
any Subsidiary which is not a Domestic Subsidiary.


 


“Fund” means any Person (other
than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“Funded Debt” means as to
any Person, all Indebtedness (other than Indebtedness described in clause (h) of the definition thereof with respect to letters
of credit to the extent not drawn) of such Person that matures more than one year from the date of its creation or matures within
one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date
or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of
more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness
whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness
in respect of the Loans.


 


“Funding Account” is defined
in Section 2.5.


 


“GAAP” means generally accepted
accounting principles in the United States as in effect from time to time, applied in a manner consistent with that used in preparing
the financial statements referred to in Section 5.5.


 






    	24



    


    

 


“General Partner” means Kestrel
Heat LLC, a Delaware limited liability company.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative,
judicial, taxing, regulatory or administrative functions of or pertaining to government.


 


“Guaranteed Obligations”
is defined in Section 15.1.


 


“Guarantor” means the Parent,
the Borrower, PHI and each of the Parent’s other direct or indirect Domestic Subsidiaries (excluding CaptiveCo), including
any Person who becomes a Loan Party pursuant to a Joinder Agreement and their successors and assigns.


 


“Guaranty” means Article
XV of this Agreement.


 


“Impacted Interest Period”
has the meaning assigned to it in the definition of “Eurodollar Base Rate.”


 


“Indebtedness” of a Person
means such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of Property
or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary
in the trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property
now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances, or other instruments,
(e) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same
or substantially similar securities or Property or any other Off-Balance Sheet Liabilities, (f) Capitalized Lease Obligations,
(g) Contingent Obligations for which the underlying transaction constitutes Indebtedness under this definition, (h) the maximum
available stated amount of all letters of credit or bankers’ acceptances created for the account of such Person and, without
duplication, all reimbursement obligations with respect to letters of credit, (i) Net Mark-to-Market Exposure under all Rate Management
Transactions, (j) obligations of such Person under any Sale and Leaseback Transaction, (k) obligations under any liquidated earn-out
and (l) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as
a liability on the consolidated balance sheet of such Person.


 


“Indemnified Taxes”means
any and all Taxes, but excluding Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation
of any Loan Party under any Loan Document, and, to the extent not otherwise described, Other Taxes.


 


“Insolvent” with respect
to any Multiemployer Plan means the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Intellectual Property Rights”
means, with respect to any Person, all of such Person’s Patents, Copyrights, Trademarks, and Licenses, all other rights under
any of the foregoing, all extensions, renewals, reissues, divisions, continuations and continuations-in-part of any of the foregoing,
and all rights to sue for past, present, and future infringement of any of the foregoing.


 






    	25



    


    

 


“Intercompany Notes” is defined
in Section 6.17(e).


 


“Interest Period” means,
with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower
Representative pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date
one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding
day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month. 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.


 


“Interpolated Rate” is defined
in the definition of “Eurodollar Base Rate”.


 


“Inventory” has the meaning
specified in the Security Agreement.


 


“Investment” of a Person
means any (a) loan, advance, extension of credit (other than accounts receivable arising in the ordinary course of business on
terms customary in the trade) or contribution of capital by such Person, (b) stocks, bonds, mutual funds, partnership interests,
notes, debentures, securities or other Capital Stock owned by such Person, (c) any deposit accounts and certificate of deposit
owned by such Person, and (d) structured notes, derivative financial instruments and other similar instruments or contracts owned
by such Person; provided that any Rate Management Transaction entered into in compliance with Section 6.17(i) shall
not constitute an “Investment.”


 


“Joinder Agreement” is defined
in Section 6.15(a).


 


“Kestrel Group” means Kestrel
Energy Partners, LLC and any officers, directors or employees of the General Partner owning equity interests in the General Partner.


 


“LC Exposure” is defined
in Section 2.24(c).


 


“LC Fee” is defined in Section
2.10(b).


 


“LC Issuer” means each of
(a) Chase (or any subsidiary or Affiliate of Chase designated by Chase) and (b) Bank of America, N.A.


 


“LC Obligations” means, at
any time, the sum, without duplication, of (a) the aggregate undrawn stated amount under all Facility LCs outstanding at such time
plus (b) the aggregate unpaid amount at such time of all Reimbursement Obligations.


 


“LC Payment Date” is defined
in Section 2.1.2(d).


 


“Lenders” means the lending
institutions listed on the signature pages of this Agreement and their respective successors and assigns.


 






    	26



    


    

 


“Lending Installation” means,
with respect to a Lender, the LC Issuer or the Agent, the office, branch, subsidiary or Affiliate of such Lender, LC Issuer or
the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender, the LC Issuer or the Agent
pursuant to Section 2.23.


 


“Letter of Credit” of a Person
means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is
an account party or for which such Person is in any way liable.


 


“Licenses” shall have the
meaning given to such term in the Security Agreement.


 


“Lien” means any lien (statutory
or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor
or lessor under any conditional sale, Capitalized Lease or other title retention agreement).


 


“Loan Documents” means this
Agreement, any Notes, the Facility LC Applications, the Collateral Documents, the Guaranty and all other agreements, instruments,
documents and certificates identified in Section 4.1 executed and delivered to, or in favor of, the Agent or any Lenders
and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and
all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any
Loan Party, and delivered to the Agent or any Lender in connection with the Agreement or the transactions contemplated thereby,
but shall not include agreements in connection with Rate Management Transactions. Any reference in the 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 the Agreement or such Loan Document as the same may be in effect at any and
all times such reference becomes operative.


 


“Loan Parties” means the
Parent, the Borrower, PHI and each other Guarantor.


 


“Loans” means, with respect
to a Lender, such Lender’s loans made pursuant to Article II (or any conversion or continuation thereof), including
Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances.


 


“Machinery” has the meaning
specified in the Security Agreement.


 


“Margin Stock” is defined
in Section 5.13.


 


“Management Fees and Expenses”
means any amounts paid by a Loan Party in respect of any management, consulting or other similar arrangement with an equity holder
or Affiliate of a Loan Party (other than another Loan Party).


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, operations, Property, condition (financial or otherwise) or prospects of the
Parent and its Subsidiaries taken as a whole or (b) the validity or enforceability of any of the Loan Documents or the rights and
remedies of the Agent, the LC Issuer and the Lenders thereunder.


 






    	27



    


    

 


“Material Indebtedness” means
Indebtedness in an outstanding principal amount of $1,000,000 or more in the aggregate (or the equivalent thereof in any currency
other than U.S. dollars).


 


“Material Indebtedness Agreement”
means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness
in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness
is outstanding thereunder).


 


“Material Real Property”
means real property not subject to a mortgage, deed of trust or other similar instrument (other than pursuant hereto) that (i)
is owned in fee by any Loan Party and is not subject to a ground lease in favor of any other Person as lessee, (ii) is located
in the United States and (iii) (A) has been developed with a facility used of useful in the business of the Loan Parties with respect
to which a certificate of occupancy or temporary certificate of occupancy or the local equivalent thereof (or any other similar
proof of completion) shall have been issued by the relevant Governmental Authority or (B) is undeveloped and has a book value (excluding
soft costs) of at least $100,000.


 


“Materials of Environmental Concern”
means (a) any and all hazardous air pollutants, criteria air pollutants, pollutants, contaminants, hazardous substances, hazardous
materials, hazardous wastes, solid wastes or toxic substances, or any other term of similar regulatory import, as defined in the
Clean Air Act of 1970, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
the Resource Conservation and Recovery Act of 1976, as amended, the Hazardous Materials Transportation Act of 1975, as amended,
or any other applicable Environmental Law, each as amended, and the regulations promulgated thereunder, (b) any substance or materials
listed as hazardous or toxic, or any other term of similar regulatory import, in the United States Department of Transportation
Table, or by the Environmental Protection Agency or any successor agency or under any applicable federal, state, local or foreign
laws or regulations, (c) any asbestos, poly-chlorinated biphenyls, urea formaldehyde foam, explosives or radioactive waste, (d)
any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, or (e) any other chemical, material
or substance which is not classified as hazardous or toxic, or any other term of similar regulatory import, but exposure to which
is prohibited, limited or regulated by any applicable federal, state, local or foreign authority or other Governmental Authority
having jurisdiction over the Material Real Property, including, without limitation, propane and any related petroleum products
or by-products.


 


“Maximum Liability” is defined
in Section 15.9.


 


“MIRE Event” shall mean if
there are any property subject to a Mortgage at such time, any increase, extension or renewal of any of the Commitments of Loans
(including any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii)
the making of any Loan or (iii) the issuance, renewal or extension of Letters of Credit).


 






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“Modify” and “Modification”
are defined in Section 2.1.2(a).


 


“Monthly Reports” is defined
in Section 4.1(m).


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“Mortgages” means any mortgage,
deed of trust or other agreement which conveys or evidences a Lien in favor of the Agent, for the benefit of the Agent and the
Lenders, on real Property of a Loan Party, including the Existing Mortgages and any amendments, modifications or supplements thereto.


 


“Multiemployer Plan” means
a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Parent or any member of the Controlled Group is obligated
to make contributions.


 


“Net Cash Proceeds” means,
if in connection with (a) an asset disposition, cash proceeds net of (i) commissions and other reasonable and customary transaction
costs, fees and expenses properly attributable to such transaction and payable by such Loan Party in connection therewith (in each
case, paid to non-Affiliates), (ii) transfer taxes, (iii) amounts payable to holders of senior Liens on such asset (to the extent
such Liens constitute Permitted Liens hereunder), if any, and (iv) an appropriate reserve for income taxes in accordance with GAAP
established in connection therewith, (b) the issuance or incurrence of Indebtedness, cash proceeds net of attorneys’ fees,
investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses
actually incurred in connection therewith or, (c) an equity issuance, cash proceeds net of underwriting discounts and commissions
and other reasonable costs paid to non-Affiliates in connection therewith.


 


“Net Mark-to-Market Exposure”
of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of
such Person arising from Rate Management Transactions. As used in this definition, “unrealized losses” means the fair
market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming
the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market
value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate
Management Transaction were to be terminated as of that date).For the avoidance of doubt, “Net Mark-to-Market Exposure”
shall not include the upfront cost of purchasing call or put options.


 


“Net Orderly Liquidation Value”
means, with respect to Inventory, Equipment or Machinery of any Person, the net orderly liquidation value thereof as determined
after the Effective Date in a manner acceptable to the Agent (in its Permitted Discretion) by an appraiser reasonably acceptable
to the Agent.


 


“Non-Consenting Lender” is
defined in Section 8.3(d).


 


“Non-Paying Guarantor” is
defined in Section 15.10.


 






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“Non-Ratable Loan” and “Non-Ratable
Loans” are defined in Section -2.1.3.


 


“Non-Seasonal Availability Amount”
means $300,000,000; provided that, if the Aggregate Revolving Commitment is increased pursuant to Section 2.17
hereof, the Non-Seasonal Availability Amount shall (if the Borrower so elects on the effective date of any such increase) be deemed
to be an amount equal to the Non-Seasonal Availability Amount in effect immediately prior to such increase plus an
amount equal to up to the aggregate amount of such increase and all prior increases in Aggregate Revolving Commitments (to the
extent such increased Aggregate Revolving Commitments have not since been terminated or reduced in accordance with this Agreement)
made pursuant to Section 2.17.


 


“Non-U.S. Lender” is defined
in Section 3.5(d).


 


“Note” is defined in Section
2.22(d).


 


“NYFRB” means the Federal
Reserve Bank of New York.


 


“NYFRB Rate” means, for any
day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect
on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none
of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Agent from a federal funds broker of recognized standing selected
by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed
to be zero for purposes of this Agreement.


 


“Obligations” means, collectively,
all unpaid principal of and accrued and unpaid interest on (including interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Loans, all LC Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other
obligations of the Loan Parties to the Lenders or to any Lender, the Agent, the LC Issuer or any indemnified party arising under
the Loan Documents; provided, that for purposes of determining any Guarantor Obligations of any Guarantor under this Agreement,
the definition of “Obligations” shall not create any guarantee of (or grant of security interest by any Guarantor to
support, if applicable) any Excluded Swap Obligations of such Guarantor.


 


“Off-Balance Sheet Liability”
of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by
such Person, (b) any indebtedness, liability or obligation under any Sale and Leaseback Transaction which is not a Capitalized
Lease, (c) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into
by such Person, or (d) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but
excluding from this clause (d) Operating Leases.


 






    	30



    


    

 


“Operating Lease” of a Person
means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any
required renewals and any renewals effective at the option of the lessor) of one year or more.


 


“Operating Lease Obligations”
means, as at any date of determination, the amount obtained by aggregating the present values, determined in the case of each particular
Operating Lease by applying a discount rate (which discount rate shall equal the discount rate which would be applied under GAAP
if such Operating Lease were a Capitalized Lease) from the date on which each fixed lease payment is due under such Operating Lease
to such date of determination, of all fixed lease payments due under all Operating Leases of the Parent and its Subsidiaries.


 


“Other Taxes” is defined
in Section 3.5(b).


 


“Overadvances” has the meaning
specified in Section 2.1.4(c).


 


“Overnight Bank Funding Rate”
means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking
offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


“Parent” means Star Group,
L.P., a Delaware limited partnership.


 


“Parent Subordinated Debt”
is defined in Section 6.31.


 


“Participants” is defined
in Section 12.2(a).


 


“Participant Register” is
defined in Section 12.2(c).


 


“Patents” shall have the
meaning given to such term in the Security Agreement.


 


“Paying Guarantor” is defined
in Section 15.10.


 


“Payment Date” means (a)
with respect to interest payments due on any Floating Rate Loan, the first day of each calendar month and the Facility Termination
Date, (b) with respect to interest payments due on any Eurodollar Loan, (i) the last day of the applicable Interest Period, (ii)
in the case of any Interest Period in excess of three months, the day which is three months after the first day of such Interest
Period and (iii) the date on which such Eurodollar Loan is prepaid, whether by acceleration or otherwise, and the Facility Termination
Date, and (c) with respect to any payment of LC Fees, Unused Commitment Fees or fronting fees in respect of Letters of Credit,
the first day of each calendar month and the Facility Termination Date.


 


“Payoff Amount” is defined
in the definition of “Facility Termination Date”.


 


“PBGC” means the Pension
Benefit Guaranty Corporation, or any successor thereto.


 


“Permitted Acquisition” means
any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:


 






    	31



    


    

 


(a)               
such Acquisition is not a hostile or contested acquisition;


 


(b)              
the business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under U.S.
and applicable state laws, and (iii) except for assets not constituting more than 5% of the assets acquired in such Acquisition,
not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on
the Effective Date and any business activities that are substantially similar, related, or incidental thereto;


 


(c)               
both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection
therewith, each of the representations and warranties in the Loan Documents is true and correct (except (i) any such representation
or warranty which relates to a specified prior date and (ii) to the extent the Agent and the Lenders have been notified in writing
by the Loan Parties that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing
compliance with such representation or warranty) and no Default or Unmatured Default exists, will exist, or would result therefrom;


 


(d)              
if the consideration for such Acquisition is greater than $5,000,000, as soon as available, but not less than ten
days prior to such Acquisition, the Borrower Representative has provided the Lenders (i) notice of such Acquisition and (ii) a
copy of all business and financial information reasonably requested by the Agent, including pro forma historical and projected
financial information and cash flow and Availability calculations provided in a manner reasonably acceptable to the Agent;


 


(e)               
if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination
of the Borrowing Base, the Agent shall have conducted an audit and field examination of such Accounts and Inventory to its reasonable
satisfaction;


 


(f)               
the purchase price of such Acquisition does not exceed $25,000,000;


 


(g)              
if such Acquisition is an acquisition of the Capital Stock of a Person, the Acquisition is structured so that the
acquired Person shall become a Wholly-Owned Subsidiary of the Borrower or PHI and, to the extent required by Section 6.15(a),
a Loan Party pursuant to the terms of this Agreement;


 


(h)              
if such Acquisition is an acquisition of assets, the Acquisition is structured so that the Borrower or a Guarantor
shall acquire such assets;


 


(i)                
if such Acquisition is an acquisition of Capital Stock, such Acquisition will not result in any violation of Regulation
U;


 


(j)                
no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent
liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;


 






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(k)              
in connection with an Acquisition of the Capital Stock of any Person, all Liens on property of such Person shall
be terminated unless the Agent in its Permitted Discretion consents otherwise, and in connection with an Acquisition of the assets
of any Person, all Liens on such assets shall be terminated;


 


(l)                
the Borrower Representative shall certify (and provide the Agent with a pro forma calculation in form and
substance reasonably satisfactory to the Agent), on its behalf and on behalf of the Borrower, to the Agent and the Lenders that,
after giving effect to the completion of such Acquisition, Availability (with any Suppressed Availability being included in each
calculation of Availability pursuant to this clause (l)) was not less than $40,000,000 for any period of three consecutive days
during the six-month period ending on the date on which such Acquisition was consummated and is not projected to be less than $40,000,000
during the six-month period immediately after consummation of such Acquisition (with such projected Availability to be determined
by reference to the average projected Availability on the last day of each of the relevant six months), in each case on a pro
forma basis which includes all consideration given in connection with such Acquisition, other than Capital Stock of the Borrower
delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition; and


 


(m)            
no Default exists or would result therefrom.


 


“Permitted Discretion” means
a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business
judgment.


 


“Permitted Liens” is defined
in Section 6.21.


 


“Person” means any natural
person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity
or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Petro” has the meaning specified
in the preamble hereto.


 


“PHI” means Petro Holdings,
Inc., a Minnesota corporation.


 


“Plan” means any employee
pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, subject to the provisions of Title
IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect of which any Loan Party or any member of the Controlled
Group is (or, if such Plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Prime Rate” means the rate
of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases
to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any
similar rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by
the Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted
as being effective.


 






    	33



    


    

 


“Privacy Policies” is defined
in Section 5.15.


 


“Projections” is defined
in Section 6.1(d).


 


“Proposed Change” is defined
in Section 8.3(d).


 


“Property” of a Person means
any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.


 


“Pro Rata Share” means, with
respect to any Lender, (a) with respect to Revolving Loans, LC Obligations, Non-Ratable Loans, Swingline loans or Overadvances,
a portion equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is
the Aggregate Revolving Commitment, (b) with respect to Protective Advances or with respect to all Credit Extensions in the aggregate
prior to the Facility Termination Date, a portion equal to a fraction the numerator of which is such Lender’s Commitment
and the denominator of which is the Aggregate Commitment, (c) with respect to Protective Advances or with respect to all Credit
Extensions in the aggregate after the Facility Termination Date, a portion equal to a fraction the numerator of which is such Lender’s
Credit Exposure and the denominator of which is the Aggregate Credit Exposure and (d) with respect to Term Loans, a portion equal
to a fraction, the numerator of which is such Lender’s Term Commitment and the denominator of which is the Aggregate Term
Commitment or, if the Aggregate Term Commitment has been terminated, a portion equal to a fraction, the numerator of which is such
Lender’s Term Credit Exposure and the denominator of which is the Aggregate Term Credit Exposure; provided that, in
the case of Section 2.24 when a Defaulting Lender shall exist, any Defaulting Lender’s Commitment hereunder shall
be disregarded for purposes of calculating a Lender’s Pro Rata Share.


 


“Protective Advances” is
defined in Section 2.1.4(a).


 


“Purchasers” is defined in
Section 12.3(a).


 


“Qualified Keepwell Provider”
means, in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security
interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise
constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation
at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Rate Management Obligations”
of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Rate Management Transactions, and (b) any and all cancellations, buy backs, reversals, terminations or assignments
of any Rate Management Transactions.


 






    	34



    


    

 


“Rate Management Transaction”
means any transaction (including any Commodity Hedging Agreement and any other agreement with respect thereto) now existing or
hereafter entered by any Loan Party which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.


 


“RCRA” is defined in Section
5.18(b).


 


“Reference Period” is defined
in the definition of “Consolidated EBITDA”.


 


“Register” is defined in
Section 12.3(d).


 


“Regulation D” means Regulation
D of the Board as from time to time in effect and any successor thereto or other regulation or official interpretation of said
Board relating to reserve requirements applicable to member banks of the Federal Reserve System.


 


“Regulation U” means Regulation
U of the Board as from time to time in effect and any successor or other regulation or official interpretation of said Board relating
to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal
Reserve System.


 


“Reimbursement Obligations”
means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.1.2 to reimburse the
LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs.


 


“Reinvestment Deferred Amount”
means with respect to any asset disposition, the aggregate Net Cash Proceeds received in connection therewith that are not applied
to prepay the Obligations pursuant to Section 2.16(b)(i) as a result of the delivery of a Reinvestment Notice.


 


“Reinvestment Notice” means
a written notice executed by the Borrower Representative stating that no Default or Unmatured Default has occurred and is continuing
and that a Loan Party intends and expects to use all or a specified portion of the Net Cash Proceeds of an asset disposition to
consummate a Permitted Acquisition and/or acquire assets useful in its business (other than current assets).


 


“Reinvestment Prepayment Amount”
means with respect to any asset disposition, the Reinvestment Deferred Amount relating thereto less any amount expended prior to
the relevant Reinvestment Prepayment Date to consummate Permitted Acquisitions and/or acquire assets useful in the Borrower’s
business (other than current assets).


 






    	35



    


    

 


“Reinvestment Prepayment Date”
means with respect to any asset disposition, the earlier of (a) the date occurring twelve months after such asset disposition and
(b) the date on which a Loan Party shall have determined not to, or shall have otherwise ceased to, consummate Permitted Acquisitions
and/or acquire assets useful in its business with all or any portion of the relevant Reinvestment Deferred Amount.


 


“Rentals” of a Person means
the aggregate fixed amounts payable by such Person under any Operating Lease.


 


“Reportable Event” means
a “reportable event” as defined in Section 4043 of ERISA and the regulations issued under such section, with respect
to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of
ERISA that it be notified within thirty days of the occurrence of such event, provided, however, that a failure to
meet the minimum funding standards of Sections 412 and 430 of the Code and of Section 302 of ERISA shall be a Reportable Event
regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.


 


“Reports” means reports prepared
by Chase or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrower’s and
PHI’s and their respective Subsidiaries’ assets from information furnished by or on behalf of the Borrower, after Chase
has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by Chase.


 


“Required Lenders” means
Lenders in the aggregate having at least a majority of the sum of (i) the Aggregate Revolving Commitment or, if the Aggregate Revolving
Commitment has been terminated, Lenders in the aggregate holding at least a majority of the Aggregate Revolving Credit Exposure
and (ii) the Aggregate Term Commitment or, if the Aggregate Term Commitment has been terminated, Lenders in the aggregate holding
at least a majority of the Aggregate Term Credit Exposure.


 


“Required Revolving Lenders”
means Lenders in the aggregate having at least a majority of the Aggregate Revolving Commitment or, if the Aggregate Revolving
Commitment has been terminated, Lenders in the aggregate holding at least a majority of the Aggregate Revolving Credit Exposure.


 


“Required Term Lenders” means
Lenders in the aggregate having at least a majority of the Aggregate Term Commitment or, if the Aggregate Term Commitment has been
terminated, Lenders in the aggregate holding at least a majority of the Aggregate Term Credit Exposure.


 


“Reserves” means any and
all reserves which the Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves
for accrued and unpaid interest on the Secured Obligations, reserves for Banking Services then provided or outstanding, volatility
reserves (including reserves for amounts owing with respect to obligations of the Loan Parties in respect of any Commodity Hedging
Agreements that are secured by the Collateral), reserves for rent and usage fees at storage depots and other locations leased by
any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves
for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for contingent
liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for through-put fees and reserves for
taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.


 






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“Revolving Commitment” means,
for each Lender, the obligation of such Lender to make Loans (other than Term Loans) to the Borrower, and participate in Facility
LCs issued upon the application of the Borrower, in an aggregate amount not exceeding the amount set forth in Schedule I
or as set forth in any Assignment Agreement that has become effective pursuant to Section 12.3(c), as such amount may be
modified from time to time pursuant to the terms hereof.


 


“Revolving Credit Exposure”
means, as to any Lender at any time, the sum of (a) the aggregate principal amount of its Revolving Loans outstanding at such time,
plus (b) an amount equal to all accrued interest, fees and other charges under this Agreement then owing to it, plus
(c) an amount equal to its Pro Rata Share of the LC Obligations at such time, plus (d) an amount equal to its Pro
Rata Share of the aggregate principal amount of Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances outstanding
at such time.


 


“Revolving Lender” means
each Lender holding a portion of the Aggregate Revolving Commitments or, if the Aggregate Revolving Commitments have been terminated,
each Lender holding Aggregate Revolving Credit Exposure


 


“Revolving Loans” means the
revolving loans extended by the Lenders to the Borrower pursuant to Section 2.1.1 hereof.


 


“Risk-Based Capital Guidelines”
is defined in Section 3.2.


 


“Sanctioned Country” means,
at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement,
Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person” means,
at any time (a) any Person listed in any Sanctions-related list of designated Persons maintained by the U.S. government (including
those maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury and the U.S. Department of State),
the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United
Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident of any Sanctioned Country, (c) any
Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise
the subject of Sanctions.


 


“Sanctions” means all economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including
those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State,
or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of
the United Kingdom or other relevant sanctions authority.


 






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“S&P” means Standard
and Poor’s Financial Services LLC, a division of The McGraw Hill Companies, Inc.


 


“Sale and Leaseback Transaction”
means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.


 


“Schedule” refers to a specific
schedule to this Agreement, unless another document is specifically referenced.


 


“Screen Rate” is defined
in the definition of “Eurodollar Base Rate”.


 


“Seasonal Availability Notice”
means a written notice requesting an increase in the Aggregate Revolving Commitments during a Seasonal Availability Period given
by the Borrower at least three Business Days prior to the proposed effective date of such increase specifying (i) the first day
and length of such period and (ii) the amount of the requested increase in the Aggregate Revolving Commitments during such period,
provided that (i) the Borrower may not deliver any Seasonal Availability Notice if a Default or Event of Default shall have
then occurred and be continuing, (ii) the Borrower may not make more than three (3) such increase requests during each Seasonal
Availability Period, (iii) each such increase shall be in increments of no less than $25,000,000 and (iv) in the event that the
Aggregate Revolving Commitments are reduced during a Seasonal Availability Period pursuant to the terms hereof, the Aggregate Revolving
Commitments may not be increased further pursuant to a Seasonal Availability Notice during such Seasonal Availability Period.


 


“Seasonal Availability Period”
means, until the Facility Termination Date, any period of up to five consecutive months during the period from December 1 of each
year through April 30 of the following year, which period may be initiated by a Seasonal Availability Notice. The Seasonal Availability
Period may be terminated early by written notice to such effect by the Borrower to the Agent at least three Business Days prior
to the effective date of such termination.


 


“Section” means a numbered
section of this Agreement, unless another document is specifically referenced.


 


“Secured Obligations” means,
collectively, (a) the Obligations, (b) all obligations of the Loan Parties in respect of any Commodity Hedging Agreements owing
to any Person that is a Lender or an Affiliate of a Lender at the time such agreement is entered into (or, if such Commodity Hedging
Agreement is in place on or prior to the date of this Agreement, on the date of this Agreement) and (c)Banking Services and Rate
Management Transactions (other than Commodity Hedging Agreements) owing to any Person that is a Lender or an Affiliate of a Lender
at the time such agreement is entered into.


 


“Security Agreement” means
that certain Fourth Amended and Restated Pledge and Security Agreement, dated as of the date hereof, between the Loan Parties and
the Agent, for the benefit of the Agent and the Lenders, and any other pledge or security agreement entered into after the Effective
Date by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be
amended, restated or otherwise modified from time to time.


 






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“Security Business Disposition”
means the disposition of any Loan Party’s business of installing, monitoring and servicing alarm and related systems (such
as remote camera systems or home automation services) to customers.


 


“Senior Secured Leverage Ratio”
means as at any date, the ratio of (a) Consolidated Senior Secured Debt on such date to (b) Consolidated EBITDA for the four
Fiscal Quarters of the Parent and its Subsidiaries ending on such date (or, if such date is not the last day of a fiscal quarter,
the four Fiscal Quarters of the Parent and its Subsidiaries most recently ended prior to such date).


 


“Settlement” is defined in
Section 2.20.


 


“Settlement Date” is defined
in Section 2.20.


 


“Single Employer Plan” means
a Plan maintained by the Parent or any member of the Controlled Group for employees of the Parent or any member of the Controlled
Group.


 


“Statutory Reserve Rate”
means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the Agent is subject with respect to the Eurodollar Rate,
for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage
shall include those imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to
the written satisfaction of the Agent in its Permitted Discretion.


 


“Subsidiary” of a Person
means, subject to the following sentence, any corporation, partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the outstanding Capital Stock having ordinary voting power of which shall at the
time be owned or controlled by such Person. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a subsidiary of the Borrower or PHI other than an Unrestricted Subsidiary (provided that all references to a
“Subsidiary” in Sections 6.1(a), (b) and (c) shall mean each subsidiary of the Borrower or PHI).


 






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“Substantial Portion” means
Property which represents more than 10% of the consolidated assets of the Parent and its Subsidiaries or property which is responsible
for more than 10% of the consolidated net sales or of the Consolidated EBITDA of the Parent and its Subsidiaries, in each case,
as would be shown in the consolidated financial statements of the Parent and its Subsidiaries as at the beginning of the twelve-month
period ending with the month in which such determination is made (or if financial statements have not been delivered hereunder
for that month which begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately
prior to that month).


 


“Supporting Letter of Credit”
is defined in Section 2.1.2(l).


 


“Suppressed Availability”
means the amount of excess, if any, of the amount of the Borrowing Base over the Aggregate Revolving Commitment.


 


“Swap” means any agreement,
contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Swap Obligation” means,
with respect to any Person, any obligation to pay or perform under any Swap.


 


“Swingline Exposure” is defined
in Section 2.24(c).


 


“Swingline Loan” means a
Loan made pursuant to Section 2.1.4(b).


 


“Taxes” means any and all
present or future taxes, duties, levies, imposts, deductions, charges, assessments, fees or withholdings (including backup withholding),
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and any and all liabilities with
respect to the foregoing (including any interest, additions to tax or penalties applicable thereto).


 


“Term Commitment” means,
for each Lender, the obligation of such Lender to make Term Loans to the Borrower in an aggregate amount not exceeding the amount
set forth in Schedule I (a portion of which, for the avoidance of doubt, will be deemed to have been applied to a “cashless”
prepayment of the aggregate principal amount of Existing Term Loans outstanding on the Effective Date with the proceeds of a borrowing
of new Term Loans hereunder in an equal amount, in each case, deemed to occur as of the Effective Date) or as set forth in any
Assignment Agreement that has become effective pursuant to Section 12.3(c), as such amount may be modified from time to
time pursuant to the terms hereof.


 


“Term Credit Exposure” means,
as to any Lender at any time, the aggregate principal amount of its Term Loans outstanding at such time.


 


“Term Lender” means each
Lender holding a portion of the Aggregate Term Commitments or, if the Aggregate Term Commitments have been terminated, each Lender
holding Term Loans.


 


“Term Loan” means a term
loan extended by the Lenders to the Borrower pursuant to Section 2.1.4 hereof.


 






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“Trademarks” shall have the
meaning given to such term in the Security Agreement.


 


“Transferee” is defined in
Section 12.4.


 


“Type” means, with respect
to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance and with respect to any Loan, its nature as a Floating
Rate Loan or a Eurodollar Loan.


 


“UCC” means the Uniform Commercial
Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in
connection with the issue of perfection of security interests.


 


“Unliquidated Secured Obligations”
means, at any time, any Secured Obligations (or portion thereof) that is contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued
by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to
provide collateral to secure any of the foregoing types of obligations.


 


“Unmatured Default” means
an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.


 


“Unrestricted Subsidiary”
means any subsidiary of the Borrower or PHI that is designated as such by the respective boards of directors of the Borrower or
PHI; provided that (i) the board of directors of the Borrower shall only be permitted to so designate a subsidiary acquired
or organized after April 6, 2012 as an Unrestricted Subsidiary, (ii) any such designation shall be made substantially concurrently
with the acquisition or organization of such subsidiary and any Investments made in such subsidiary by the Borrower and PHI and
their respective Subsidiaries shall be treated as Investments in an Unrestricted Subsidiary and (iii) immediately after giving
effect to any such designation there exists no Default or Event of Default. Subject to the foregoing, the board of directors of
the Borrower or PHI, as applicable, may designate an Unrestricted Subsidiary to be a Subsidiary; provided that no Unrestricted
Subsidiary that has been designated as a Subsidiary may again be designated as an Unrestricted Subsidiary.


 


“Unused Commitment Fee” is
defined in Section 2.10(a).


 


“U.S.” means the United States
of America.


 


“U.S. Person” means a “United
States person” within the meaning of Section 7701(a)(30) of the Code.


 


“Wholly-Owned Subsidiary”
of a Person means, any Subsidiary all of the outstanding Capital Stock of which shall at the time be owned or controlled, directly
or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person.


 






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“Withdrawal Liability” means
liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Title IV of ERISA.


 


“Write-Down and Conversion Powers”
means, 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.


 


The foregoing definitions shall be equally applicable
to both the singular and plural forms of the defined terms.


 


1.2.           
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the
Required 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. Notwithstanding any other provision contained herein, (i) all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 820 (or any
other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan
Party at “fair value”, as defined therein and (ii) in the event of an accounting change that is effective for any Loan
Party for periods ending after the Effective Date requiring that any leases that under GAAP as of the Effective Date are not required
to be capitalized must be capitalized going forward, only those leases (assuming for purposes hereof that such leases were in existence
on the Effective Date) that would constitute Capitalized Leases in conformity with GAAP on the Effective Date shall be considered
Capitalized Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered,
as applicable, in accordance therewith.


 


ARTICLE
II



THE FACILITY


 


2.1.           
The Facility. Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (a)
make Loans to the Borrower as set forth below and (b) participate in Facility LCs issued upon the request of the Borrower, provided
that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, such Lender’s Revolving
Credit Exposure shall not exceed its Revolving Commitment; provided further, that (i) the Aggregate Revolving Credit
Exposure shall not exceed the Aggregate Revolving Commitment and (ii) the Aggregate Term Credit Exposure shall not exceed the Aggregate
Term Commitment. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.1.2.
The Facility shall be composed of Revolving Loans, Non-Ratable Loans, Protective Advances, Swingline Loans, Overadvances and Facility
LCs as set forth below.


 






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2.1.1.     
Revolving Loans.


 


(a)               
Amount. From and including the Effective Date and prior to the Facility Termination Date, each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make revolving loans (the “Revolving Loans”)
to the Borrower Representative on behalf of the applicable Borrower and participate in Facility LCs issued for the account of the
Borrower as set forth in Section 2.1.2 below, in aggregate amounts that will not result in (i) such Lender’s Revolving
Credit Exposure exceeding its Revolving Commitment or (ii) the Aggregate Revolving Credit Exposure exceeding the lesser of (x)
the Aggregate Revolving Commitment or (y) the Borrowing Base, subject to the Agent’s authority, in its sole discretion, to
make Protective Advances and Overadvances pursuant to the terms of Section 2.1.4. The Revolving Loans may consist of Floating
Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower Representative in accordance with Sections
2.1.1(b) and 2.7. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans
at any time prior to the Facility Termination Date. The Commitments to extend credit under this Section 2.1.1(a) shall expire
on the Facility Termination Date.


 


(b)              
Borrowing Procedures. The Borrower Representative shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto, from time to time. The Borrower Representative shall give the Agent
irrevocable notice in the form of Exhibit A (a “Borrowing Notice”) not later than 10:00 a.m. (Chicago
time) on the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurodollar
Advance, specifying: (1) the name of the applicable Borrower, (2) the Borrowing Date, which shall be a Business Day, of such Advance,
(3) the aggregate amount of such Advance, (4) the Type of Advance selected; provided that, if the Borrower Representative
fails to specify the Type of Advance requested, such request shall be deemed a request for a Floating Rate Advance; and (5) the
duration of the Interest Period if the Type of Advance requested is a Eurodollar Advance; provided that, if the Borrower
Representative fails to select the duration of the Interest Period for the requested Eurodollar Advance, the Borrower Representative
shall be deemed to have requested on behalf of the applicable Borrower that such Eurodollar Advance be made with an Interest Period
of one month.


 


(c)               
The Agent’s Election. Promptly after receipt of a Borrowing Notice (or telephonic notice in lieu thereof)
of a requested Floating Rate Advance, the Agent shall elect in its discretion to have the terms of Section 2.1.1(d) (pro
rata advance by all Lenders), Section 2.1.3 (advance by the Agent, in the form of a Non-Ratable Loan, on behalf of the Lenders)
or Section 2.1.4(b) (Swingline Loans) apply to such requested Advance.


 






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(d)              
Pro Rata Advance. Unless the Agent elects to have the terms of Section 2.1.3 or Section 2.1.4(b)
apply to a requested Floating Rate Advance or if a requested Advance is for a Eurodollar Advance, then promptly after receipt of
a Borrowing Notice or telephonic notice in lieu thereof as permitted by Section 2.8, the Agent shall notify the Lenders
by telecopy, telephone, or e-mail of the requested Advance. Not later than noon (Chicago time) on each Borrowing Date, each Lender
shall make available its Revolving Loan in funds immediately available in Chicago to the Agent and the Agent will make the funds
so received from the Lenders available to the Borrower Representative at the Funding Account as set forth in Section 2.5.


 


2.1.2.     
Facility LCs.


 


(a)               
Issuance. The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue to
the Borrower standby and commercial Letters of Credit (each, and each Existing Letter of Credit, a “Facility LC”)
and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action
a “Modification”), from time to time from and including the Effective Date and prior to the Facility Termination
Date upon the request of the Borrower Representative for the account of the applicable Borrower; provided that, the maximum
face amount of the Facility LC to be issued or Modified does not exceed the lesser of (i) an amount equal to $25,000,000 minus
the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication,
(2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time and (ii) Availability.
On the Effective Date, each Existing Letter of Credit shall be deemed to be a Facility LC issued hereunder for the account of the
applicable Borrower. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth
(5th) Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that
any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond the date referred to in clause (x) above).


 


(b)              
Participations. Upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this
Section 2.1.2, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations
in proportion to its Pro Rata Share.


 


(c)               
Notice. Subject to Section 2.1.2(a), the Borrower Representative, on behalf of the applicable Borrower,
shall give the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least three Business Days prior to the proposed date of issuance
or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry
date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to
be supported thereby. Upon receipt of such notice, the LC Issuer shall promptly notify the Agent, and the Agent shall promptly
notify each Lender, of the contents thereof and of the amount of such Lender’s participation in such proposed Facility LC.
The issuance or Modification by the LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article
IV (the satisfaction of which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such
Facility LC shall be reasonably satisfactory to the LC Issuer and that the applicable Borrower shall have executed and delivered
such application agreement and/or such other instruments and agreements relating to such Facility LC as the LC Issuer shall have
reasonably requested (each, a “Facility LC Application”). In the event of any conflict between the terms of
this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.


 



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(d)              
Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand
for payment under such Facility LC, the LC Issuer shall notify the Agent and the Agent shall promptly notify the Borrower Representative
and each other Lender as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the
“LC Payment Date”). The responsibility of the LC Issuer to the Borrower Representative, the Borrower and each
Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection
with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise
the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations
are granted, it being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each Lender
shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever,
to reimburse the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by the LC Issuer
under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.1.2(e) below, plus
(ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of the LC Issuer’s demand
for such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business
Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the NYFRB
Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances.


 


(e)               
Reimbursement by Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse the
LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility
LC, without presentment, demand, protest or other formalities of any kind; provided that, neither the Borrower nor any Lender
shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such
Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining
whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s
failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such
day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable
to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably
in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part,
of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made
payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.1.2(d). Subject to the terms and conditions
of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.1.1(b)
and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower Representative may request
an Advance hereunder on behalf of the applicable Borrower for the purpose of satisfying any Reimbursement Obligation.


 






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(f)               
Obligations Absolute. The Borrower’s obligations under this Section 2.1.2 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower
may have or have had against the LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower further agrees with the
LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the Borrower’s Reimbursement
Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or
forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing
institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of
any of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer shall not be liable for
any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted,
in connection with any Facility LC. The Borrower agrees that any action taken or omitted by the LC Issuer or any Lender under or
in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct,
shall be binding upon the Borrower and shall not put the LC Issuer or any Lender under any liability to the Borrower. Nothing in
this Section 2.1.2(f) is intended to limit the right of the Borrower to make a claim against the LC Issuer for damages as
contemplated by the proviso to the first sentence of Section 2.1.2(e).


 


(g)              
Actions of LC Issuer. The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon
any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex
or teletype message, statement, order or other document believed by it (in its Permitted Discretion) to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take
any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably
deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision
of this Section 2.1.2, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.


 






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(h)              
Indemnification. The Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuer and
the Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses,
liabilities, costs or expenses which such Lender, the LC Issuer or the Agent may incur (or which may be claimed against such Lender,
the LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or
transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without
limitation, any claims, damages, losses, liabilities, costs or expenses which the LC Issuer may incur by reason of or in connection
with (i) the failure of any other Lender to fulfill or comply with its obligations to the LC Issuer hereunder (but nothing
herein contained shall affect any rights the Borrower may have against any Defaulting Lender) or (ii) by reason of or on account
of the LC Issuer issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any
successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document, satisfactory to the LC Issuer (in its Permitted Discretion), evidencing
the appointment of such successor Beneficiary; provided that, the Borrower shall not be required to indemnify any Lender,
the LC Issuer or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent,
caused by (x) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any
Facility LC complied with the terms of such Facility LC or (y) the LC Issuer’s failure to pay under any Facility LC after
the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section
2.1.2(h) is intended to limit the obligations of the Borrower under any other provision of this Agreement.


 


(i)                
Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify
the LC Issuer, its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to
pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility
LC) that such indemnitees may suffer or incur in connection with this Section 2.1.2 or any action taken or omitted by such
indemnitees hereunder.


 






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(j)                
Facility LC Collateral Account. The Borrower agrees that it will, upon the request of the Agent or the Required
Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer
or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the
Agent in its Permitted Discretion (the “Facility LC Collateral Account”) at the Agent’s office at the
address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Agent,
for the benefit of the Lenders and in which the Borrower shall have no interest other than as set forth in Section 8.1.
Nothing in this Section 2.1.2(j) shall either obligate the Agent to require the Borrower to deposit any funds in the Facility
LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case
other than as required by Section 8.1. The Borrower hereby pledges, assigns and grants to the Agent, on behalf of and for
the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Borrower’s right, title and interest
in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete
payment and performance of the Secured Obligations. The Agent will invest any funds on deposit from time to time in the Facility
LC Collateral Account in certificates of deposit of Chase having a maturity not exceeding thirty days.


 


(k)              
Rights as a Lender. In its capacity as a Lender, the LC Issuer shall have the same rights and obligations
as any other Lender.


 


(l)                
Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility
LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then upon such
termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations,
as the Agent in its discretion shall specify, either (i) a standby letter of credit (a “Supporting Letter of Credit”),
in form and substance satisfactory to the Agent (in its Permitted Discretion), issued by an issuer satisfactory to the Agent (in
its Permitted Discretion), in a stated amount equal to 105% of the difference of (x) the amount of LC Obligations at such time,
less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims
of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”),
under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and
the Lenders for payments to be made by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses
associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall
Amount to be held in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the
Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn
amount of such Facility LC remaining outstanding.


 






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2.1.3.     
Non-Ratable Loans. Subject to the restrictions set forth in Section 2.1.1(a), the Agent may elect to have
the terms of this Section 2.1.3 apply to any requested Floating Rate Advance and Chase shall thereafter make an Advance,
on behalf of the Lenders and in the amount requested, available to the Borrower on the applicable Borrowing Date by transferring
same day funds to the Funding Account. Each Advance made solely by the Agent pursuant to this Section 2.1.3 is referred
to in this Agreement as a “Non-Ratable Loan,” and such Advances are referred to as the “Non-Ratable Loans.”
Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Advances funded by the Lenders, except
that all payments thereon shall be payable to Chase solely for its own account. The aggregate amount of Non-Ratable Loans outstanding
at any time shall not exceed $20,000,000. The Agent shall not make any Non-Ratable Loan if the requested Non-Ratable Loan
exceeds Availability (before giving effect to such Non-Ratable Loan). Non-Ratable Loans may be made even if a Default or Unmatured
Default exists, but may not be made if the conditions precedent set forth in Section 4.2 (other than Section 4.2(a))
have not been satisfied. The Non-Ratable Loans shall be secured by the Liens granted to the Agent in and to the Collateral and
shall constitute Obligations hereunder. All Non-Ratable Loans shall be Floating Rate Advances and are subject to the settlement
provisions set forth in Section 2.20.


 


2.1.4.     
Protective Advances, Swingline Loans and Overadvances. 


 


(a)               
Protective Advances. Subject to the limitations set forth below, the Agent is authorized by the Borrower and
the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Advances,
on behalf of all Lenders, in an aggregate amount outstanding at any time that, when added to the aggregate amount of Overadvances
outstanding at such time, does not exceed 5% of the Aggregate Revolving Commitment at such time, which the Agent, in its Permitted
Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the
likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable
to or required to be paid by the Borrower pursuant to the terms of this Agreement, including costs, fees, and expenses as described
in Section 9.6 (any of such Advances are herein referred to as “Protective Advances”); provided
that, no Protective Advance shall cause the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment. Protective
Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances
shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective
Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13 and shall be
payable on the earlier of demand or the Facility Termination Date. The Required Lenders may at any time revoke the Agent’s
authorization to make Protective Advances. Any such revocation must be in writing and shall become effective prospectively upon
the Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in
Section 4.2 have been satisfied, the Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance.
At any other time the Agent may require the Lenders to fund their risk participations described in Section 2.2.


 






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(b)              
Swingline Loans. Subject to the terms and conditions set forth herein, the Agent is authorized by the Borrower
and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Swingline
Loans, on behalf of all Lenders, in an aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000 or (ii) the Aggregate Revolving Credit Exposure
exceeding the lesser of the (x) Aggregate Revolving Commitment and (y) the Borrowing Base; provided that the Agent shall
not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline
Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Chicago
time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which
shall be a Business Day) and amount of the requested Swingline Loan. The Agent shall make each Swingline Loan available to the
Borrower by means of a credit to the Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of
a Facility LC as provided in Section 2.1.2(e), by remittance to the LC Issuer, and in the case of repayment of another
Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago
time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at
the default rate set forth in Section 2.13 and shall be payable on the earlier of demand or the Facility Termination Date.


 


The Agent may require the Lenders
to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent
shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as
each Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt
of notice as provided above, to pay to the Agent such Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges
and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the
same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis,
to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be
promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this paragraph or retained by the
Agent, as their interests may appear; provided that any such payment so remitted shall be repaid to the Agent if and to
the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 






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(c)               
Overadvances. Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower
Representative on behalf of the Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make
Advances to the Borrower Representative (for the account of the Borrower), on behalf of the Lenders, in amounts that exceed Availability
(any such excess Advances are herein referred to collectively as “Overadvances”); provided that, (i)
no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any
further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any
time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s
failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely
with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added
to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Revolving Commitment
at such time. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions
precedent set forth in Section 4.2 have not been satisfied (other than the condition regarding Availability and other than
Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth
in Section 2.13, shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement
provisions set forth in Section 2.20. The authority of the Agent to make Overadvances is limited to an aggregate amount
not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance
shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or the Aggregate Revolving Credit Exposure
to exceed the Aggregate Revolving Commitment; provided that, the Required Lenders may at any time revoke the Agent’s
authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s
receipt thereof.


 


2.1.5.     
Term Loans.


 


(a)               
On the Effective Date each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make
term loans (the “Term Loans”) (or be deemed to have made Term Loans which, for the avoidance of doubt,
will be deemed to have been applied to a “cashless” prepayment of the aggregate principal amount of Existing Term Loans
outstanding on the Effective Date deemed to occur as of the Effective Date) to the Borrower Representative on behalf of the applicable
Borrower in aggregate amounts that will not result in (i) such Lender’s Term Credit Exposure exceeding its Term Commitment
or (ii) the Aggregate Term Credit Exposure exceeding the Aggregate Term Commitment. The Term Loans may consist of Floating Rate
Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower Representative in accordance with Section
2.7. Once repaid Term Loans may not be reborrowed.


 






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(b)              
Borrowing Procedures. The Borrower Representative shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto, from time to time. The Borrower Representative shall give the Agent
irrevocable notice in the form of a Borrowing Notice not later than 10:00 a.m. (Chicago time) on the Borrowing Date of a Floating
Rate Advance and three Business Days before the Borrowing Date for a Eurodollar Advance, specifying: (1) the name of the applicable
Borrower, (2) the Borrowing Date, which shall be a Business Day, of such Advance, (3) the aggregate amount of such Advance, (4)
the Type of Advance selected; provided that, if the Borrower Representative fails to specify the Type of Advance requested,
such request shall be deemed a request for a Floating Rate Advance; and (5) the duration of the Interest Period if the Type of
Advance requested is a Eurodollar Advance; provided that, if the Borrower Representative fails to select the duration of
the Interest Period for the requested Eurodollar Advance, the Borrower Representative shall be deemed to have requested on behalf
of the applicable Borrower that such Eurodollar Advance be made with an Interest Period of one month.


 


2.2.           
Ratable Loans; Risk Participation. Except as otherwise provided below, each Advance made in connection with
a Revolving Loan shall consist of Loans made by each Lender in an amount equal to such Lender’s Pro Rata Share. Upon the
making of an Advance by the Agent in connection with a Non-Ratable Loan, a Swingline Loan, an Overadvance or a Protective Advance
(whether before or after the occurrence of a Default or an Unmatured Default and regardless of whether the Agent has requested
a Settlement with respect to such Non-Ratable Loan, Swingline Loan, Overadvance or Protective Advance), the Agent shall be deemed,
without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender and each Lender shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Agent, without recourse
or warranty, an undivided interest and participation in such Non-Ratable Loan, Swingline Loan, Overadvance or Protective Advance
in proportion to its Pro Rata Share of the Aggregate Revolving Commitment. From and after the date, if any, on which any Lender
is required to fund its participation in any Non-Ratable Loan, Swingline Loan, Overadvance or Protective Advance purchased hereunder,
the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest
and all proceeds of Collateral received by the Agent in respect of such Loan.


 


2.3.           
Payment of the Obligations. The Borrower shall repay the outstanding principal balance of the Loans, together
with all other Obligations, including all accrued and unpaid interest thereon, on the Facility Termination Date.


 


2.4.           
Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the minimum amount of $5,000,000 and in
multiples of $1,000,000 if in excess thereof. Floating Rate Advances may be in any amount.


 






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2.5.           
Funding Account. The Borrower Representative shall deliver to the Agent, on the Effective Date, a notice setting
forth the deposit account of the Borrower Representative (the “Funding Account”) to which the Agent is authorized
by the Borrower to transfer the proceeds of any Advances requested pursuant to this Agreement. The Borrower Representative may
designate a replacement Funding Account from time to time by written notice to the Agent. Any designation by the Borrower Representative
of the Funding Account must be reasonably acceptable to the Agent.


 


2.6.           
Reliance Upon Authority; No Liability. The Agent is entitled to rely conclusively on any individual’s
request for Advances hereunder, so long as the proceeds thereof are to be transferred to the Funding Account. The Agent shall have
no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrower to make
such requests on their behalf. The Agent shall not incur any liability to the Borrower as a result of acting upon any notice referred
to in Section 2.1 which the Agent reasonably believes to have been given by an officer or other person duly authorized
by the Borrower to request Advances on their behalf or for otherwise acting under this Agreement. The crediting of Advances to
the Funding Account shall conclusively establish the obligation of the Borrower to repay such Advances as provided herein.


 


2.7.           
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate
Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.7
or are repaid in accordance with this Agreement. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of
the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating
Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with this Agreement or (y) the Borrower Representative
shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section
2.4, the Borrower Representative may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar
Advance on behalf of the applicable Borrower. The Borrower Representative shall give the Agent irrevocable notice in the form of
Exhibit B (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Advance into a Eurodollar
Advance or continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three Business Days prior to
the date of the requested conversion or continuation, specifying (i) the requested date, which shall be a Business Day, of such
conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, and (iii)
the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest
Period applicable thereto.


 


2.8.           
Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue
Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons
the Agent or any Lender in good faith believes to be acting on behalf of the Borrower Representative, it being understood that
the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given
telephonically. The Borrower Representative agrees to deliver promptly to the Agent a written confirmation, if such confirmation
is requested by the Agent or any Lender, of each telephonic notice signed by an Authorized Officer of the Borrower Representative.
If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of
the Agent and the Lenders shall govern absent manifest error.


 






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2.9.           
Notification of Advances, Interest Rates and Repayments. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder.
Promptly after notice from the LC Issuer, the Agent will notify each Lender of the contents of each request for issuance of a Facility
LC hereunder or any Modification. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance
promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base
Rate.


 


2.10.       
Fees.


 


(a)               
Unused Commitment Fee. The Borrower agrees to pay to the Agent, for the account of each Lender in accordance
with such Lender’s Pro Rata Share, an unused commitment fee at a per annum rate equal to the Applicable Fee Rate on the average
daily Available Revolving Commitment, such fee to be payable in arrears on each Payment Date hereafter and on the Facility Termination
Date (the “Unused Commitment Fee”).


 


(b)              
LC Fees. The Borrower shall pay to the Agent, for the account of the Lenders ratably in accordance with their
respective Pro Rata Shares, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect
from time to time on the average daily undrawn stated amount under each Facility LC, such fee to be payable in arrears on each
Payment Date (the “LC Fee”). The Borrower shall also pay to the LC Issuer for its own account (x) a fronting
fee of 0.125% per annum of the face amount of the Facility LC, based on average daily undrawn amounts under each Facility LC and
payable in arrears on each Payment Date, and (y) documentary and processing charges in connection with the issuance or Modification
of and draws under Facility LCs in accordance with the LC Issuer’s standard schedule for such charges as in effect from time
to time.


 


(c)               
Agent and Arranger Fees. The Borrower agrees to pay all fees and expenses payable to the Agent, Arrangers
and Lenders.


 


2.11.       
Interest Rates. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof,
for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating
Rate Advance pursuant to Section 2.7, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.7 hereof, at a rate per annum equal to the Floating Rate for such day. Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first
day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate
determined by the Agent as applicable to such Eurodollar Advance based upon the Borrower Representative’s selections under
Sections 2.1.1 and 2.7 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility
Termination Date. If at any time Loans are outstanding with respect to which the Borrower Representative has not delivered a notice
to the Agent specifying the basis for determining the interest rate applicable thereto, those Loans shall bear interest at the
Floating Rate.


 






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2.12.       
Alternate Rate of Interest.


 


(a)               
If prior to the commencement of any Interest Period for a borrowing of a Eurodollar Loan:


 


(i)                
The Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate or the Eurodollar Base Rate, as applicable (including because the Screen
Rate is not available or published on a current basis) for such Interest Period; or


 


(ii)              
The Agent is advised by the Required Lenders that the Eurodollar Rate or the Eurodollar Base Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans (or Loan) included in such Credit Extension for such Interest Period;


 


then the Agent shall give notice thereof to the Borrower and the
Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Conversion/Continuation Notice
that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (B) if
any Borrowing Notice requests a Revolving Loan that is a Eurodollar Loan, such Borrowing shall be made as a Floating Rate Loan.


 


(b)              
If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the
circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made
a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue
publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date
after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator
that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public
statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z)
the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Agent has made
a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates
for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Base Rate
that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in
the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest
and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall
not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would
be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary
in Section 8.3, such amendment shall become effective without any further action or consent of any other party to this Agreement
so long as the Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is
provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment.
Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances
described in clause (ii) of the first sentence of this Section 2.12(b), only to the extent the Screen Rate for such Interest
Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests
the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any Borrowing
Notice requests a Revolving Loan that is a Eurodollar Loan, such Loan shall be made as a Floating Rate Loan.


 






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2.13.       
Eurodollar Advances Post Default; Default Rates. Notwithstanding anything to the contrary contained hereunder,
during the continuance of a Default or Unmatured Default the Agent or the Required Lenders may, at their option, by notice to the
Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section
8.3 requiring unanimous consent of the Lenders to reductions in interest rates), declare that no Advance may be made as, converted
into or continued as a Eurodollar Advance. During the continuance of a default in the payment of the principal, interest or any
other amount due hereunder or under another Loan Document, the Agent or the Required Lenders may, at their option, by notice to
the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of
Section 8.3 requiring unanimous consent of the Lenders to reductions in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period
plus 2% per annum, (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect
from time to time plus 2% per annum and (iii) the LC Fee shall be increased by 2% per annum, provided that, during the continuance
of a Default under subsection (f) or (g) of Article VII, the interest rates set forth in clauses (i) and (ii) above and the increase
in the LC Fee set forth in clause (iii) above shall be applicable to all Credit Extensions without any election or action on the
part of the Agent or any Lender.


 


2.14.       
Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance shall be payable
on each Payment Date, commencing with the first such date to occur after the date hereof and at maturity. Interest accrued on each
Eurodollar Advance shall be payable on each Payment Date. Interest on all Advances, Unused Commitment Fees and LC Fees shall be
calculated for actual days elapsed on the basis of a 360-day year (or 365/366 days, in the case of Loans the interest rate payable
on which is based on the Prime Rate). Interest shall be payable for the day an Advance is made but not for the day of any payment
on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding
Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection
with such payment. After giving effect to any Loan, Advance, continuation, or conversion of any Eurodollar Rate Loan, there may
not be more than six different Interest Periods in effect hereunder.


 






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2.15.       
Voluntary Prepayments. Subject to Section 2.26, the Borrower may from time to time prepay, but without
penalty or premium, all or any portion of the outstanding Floating Rate Advances. The Borrower may also from time to time prepay,
subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all
outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess
thereof, any portion of the outstanding Eurodollar Advances upon three Business Days’ prior notice to the Agent. Any prepayments
made in respect of the Term Loans pursuant to this Section 2.15 shall be applied against the scheduled payments to be made
by the Borrower pursuant to Section 2.27 at the direction of the Borrower; provided that in the absence of such direction,
such payments shall be applied against the scheduled payments to be made by the Borrower pursuant to Section 2.27 in reverse
order of the dates when scheduled payments are due.


 


2.16.       
Mandatory Prepayments


 


(a)               
Borrowing Base Compliance. Except for Overadvances permitted pursuant to Section 2.1.4(c), the applicable
Borrower shall immediately repay the Revolving Loans, Swingline Loans, Reimbursement Obligations and/or Non-Ratable Loans (and,
if required, cash collateralize any undrawn Facility LC in the manner contemplated in Section 2.1.2(j)) if at any time the
Aggregate Revolving Credit Exposure exceeds the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base to
the extent required to eliminate such excess.


 


(b)              
Sale of Assets. Immediately upon receipt by the General Partner, the Borrower or PHI or any of their respective
Subsidiaries of the Net Cash Proceeds of any asset disposition (other than (A) sales of inventory in the ordinary course of business,
(B) until the first anniversary of the Effective Date, Security Business Dispositions with aggregate Net Cash Proceeds not exceeding
$8,000,000 and (C) up to $10,000,000 per Fiscal Year of Net Cash Proceeds from sales of obsolete or worn-out property in the ordinary
course of business), the General Partner or applicable Borrower shall prepay the Obligations, or shall cause the applicable Subsidiary
to deliver funds to the Agent for application to the Obligations, in an amount equal to all such Net Cash Proceeds. Any such prepayment
shall be applied first, to pay the principal of the Overadvances and Protective Advances, second, to pay the principal
of the Non-Ratable Loans, third, to pay the principal of the Term Loans and fourth, to pay the principal of the Revolving
Loans (including the Swingline Loans) without a concomitant reduction in the Aggregate Revolving Commitment.


 






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(c)               
Issuance of Debt or Equity. If any Loan Party or any of its respective Subsidiaries issues Capital Stock or
Indebtedness (other than Indebtedness permitted by Sections 6.17(a),(c), (d), (e), (f), (g), (h), (j) and (k)), no later
than the Business Day following the date of receipt of any Net Cash Proceeds of such issuance or receipt of such dividend, distribution,
loan or advance, the Borrower, or applicable Loan Party, shall prepay the Obligations in an amount equal to all such Net Cash Proceeds.
Any such prepayment shall be applied first, to pay the principal of the Overadvances and Protective Advances, second,
to pay the principal of the Non-Ratable Loans, third, to pay the principal of the Term Loans and fourth, to pay the
principal of the Revolving Loans (including the Swingline Loans) without a concomitant reduction in the Aggregate Revolving Commitment.


 


(d)              
Insurance/Condemnation Proceeds. Any insurance or condemnation proceeds to be applied to the Obligations in
accordance with Section 6.7(d) shall be applied as follows: (i) insurance proceeds from casualties or losses to cash or
Inventory shall be applied, first, to the Overadvances and Protective Advances, pro rata, second, to the Non-Ratable
Loans, third, to the Revolving Loans (including the Swingline Loans), and fourth, to cash collateralize outstanding
Facility LCs; and (ii) insurance or condemnation proceeds from casualties or losses to Equipment, Fixtures and real Property shall
be applied first, to pay the principal of the Overadvances and Protective Advances, second, to pay the principal
of the Non-Ratable Loans, third, to pay the principal of the Term Loans and fourth, to pay the principal of the Revolving
Loans (including Swingline Loans). The Aggregate Revolving Commitment shall not be permanently reduced by the amount of any such
prepayments. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, Fixtures
and real Property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Agent,
in its Permitted Discretion.


 


(e)               
Excess Cash Flow. If, for any fiscal year of the Borrower commencing with the fiscal year ending September
30, 2019, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 25% of
such Excess Cash Flow toward the prepayment of the Term Loans; provided that notwithstanding the foregoing, the Borrower
shall not be required to prepay Term Loans pursuant to this Section 2.16(e) for any fiscal year in an aggregate amount in
excess of (i) $25,000,000, less (ii) the scheduled payments made with respect to the Term Loans during such fiscal year
pursuant to Section 2.27 less (iii) the amount of voluntary prepayments made with respect to the Term Loans pursuant to
Section 2.15 (except to the extent such prepayments were made with the proceeds of Indebtedness). Each such prepayment and
commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business
Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a),
for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date
on which such financial statements are actually delivered.


 






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(f)               
General. Without in any way limiting the foregoing, immediately upon receipt by any Loan Party of proceeds
of any sale of any Collateral, the Borrower shall cause such Loan Party to deliver such proceeds to the Agent, or deposit such
proceeds in a deposit account subject to a Deposit Account Control Agreement. All of such proceeds shall be applied as set forth
above or otherwise as provided in Section 2.19. Nothing in this Section 2.16 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.


 


(g)              
Term Loans; Application Thereto. Any mandatory prepayments made in respect of the Term Loans pursuant to this
Section 2.16 shall be applied against the scheduled payments to be made by the Borrower pursuant to Section 2.27
in reverse order of the dates on which such scheduled payments are due.


 


2.17.       
Termination of the Commitments; Increase in Aggregate Revolving Commitment.


 


(a)               
Without limiting Section 2.3 or Section 8.1, (i) the Aggregate Revolving Commitment shall expire on
the Facility Termination Date, (ii) the Aggregate Term Commitment shall expire upon the occurrence of the Advance of the Term Loans
on the Effective Date and (iii) the Aggregate Credit Exposure and all other unpaid Obligations shall be paid in full by the Borrower
on the Facility Termination Date.


 


(b)              
The Borrower may terminate this Agreement with at least five Business Days’ prior written notice thereof to
the Agent and the Lenders, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon,
(ii) the cancellation and return of all outstanding Facility LCs (or alternatively, with respect to each such Facility LC, the
furnishing to the Agent of a cash deposit or Supporting Letter of Credit as required by Section 2.1.2(l)), (iii) the payment
in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon, and (iv) the
payment in full of any amount due under Section 3.4.


 


(c)               
The Borrower shall have the right to increase the Aggregate Revolving Commitment by obtaining additional Revolving
Commitments, either from one or more of the Lenders or another lending institution provided that (i) any such request for
an increase shall be in a minimum amount of $25,000,000, (ii) the Aggregate Revolving Commitment does not exceed $650,000,000,
(iii) the Borrower may make a maximum of two such requests, (iv) the Agent has approved the identity of any such new Lender, such
approval not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations of a “Lender”
hereunder, and (vi) the procedures described in Section 2.17(d) have been satisfied.


 


(d)              
Any amendment hereto to effect such an increase or addition shall be in form and substance satisfactory to the Agent
and shall only require the written signatures of the Agent, the Borrower and the Lender(s) being added or increasing their Commitment.
As a condition precedent to such an increase, Borrower shall deliver to the Agent a certificate of each Loan Party (in sufficient
copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents
are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and (B) no Default or Unmatured Default exists. Promptly following the
effectiveness of any such amendment, the Agent will provide a copy thereof to the Lenders.


 






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(e)               
Within a reasonable time after the effective date of any increase, the Agent shall, and is hereby authorized and
directed to, revise the Commitments set forth on Schedule I hereto to reflect such increase and shall distribute such revised
schedule to each of the Lenders and the Borrower, whereupon such revised schedule shall replace the old schedule and become part
of this Agreement. On the Business Day on which any such increase becomes effective, all outstanding Floating Rate Advances and
Eurodollar Advances shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’
respective revised Pro Rata Shares (and shall be deemed repaid in connection with any such reallocation).


 


2.18.       
Method of Payment


 


(a)               
All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation
of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall
be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been
received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining
the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of
items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt,
subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by
the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII
or at any Lending Installation specified in a notice received by the Agent from such Lender.


 


(b)              
At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility
LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to
Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder
whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided
in this Section 2.18 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained
with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment
of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all
such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances)
and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the
Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and
fees as it becomes due hereunder or any other amount due under the Loan Documents.


 






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2.19.       
Apportionment, Application, and Reversal of Payments. Except as otherwise required pursuant to Section
2.20, principal and interest payments shall be apportioned ratably among the Lenders as set forth in this Article II and payments
of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the
LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not
relating to principal or interest of specific Loans or not constituting payment of specific fees as specified by the Borrower Representative,
and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement,
first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower
(other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements
then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third,
to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances
and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due
in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh,
to pay or prepay principal of the Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline
Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility
LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount
of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to
be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh,
to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations
of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services
that are secured by the Collateral, and thirteenth, to the payment of any other Secured Obligation due to the Agent or any
Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower
Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives
to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b)
in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay
the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive
right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.


 


2.20.       
Settlement. Each Lender’s funded portion of the Loans is intended by the Lenders to be equal at all
times to such Lender’s Pro Rata Share of the outstanding Loans. Notwithstanding such agreement, the Agent, Chase, and the
Lenders agree (which agreement shall not be for the benefit of or enforceable by the Loan Parties) that in order to facilitate
the administration of this Agreement and the other Loan Documents, settlement among them as to the Loans, including the Non-Ratable
Loans, Swingline Loans and Overadvances shall take place on a periodic basis as follows. The Agent shall request settlement (a
“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s
election, by notifying the Lenders of such requested Settlement by telecopy, telephone, or e-mail no later than 12:00 noon (Chicago
time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Agent, in
the case of the Non-Ratable Loans, Swingline Loans and Overadvances) shall transfer the amount of such Lender’s Pro Rata
Share of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Agent, to
such account of the Agent as the Agent may designate, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable
thereto. Settlements may occur during the existence of a Default or an Unmatured Default and whether or not the applicable conditions
precedent set forth in Section 4.2 have then been satisfied. Such amounts transferred to the Agent shall be applied against the
amounts of the applicable Loan and, together with Chase’s Pro Rata Share of such Non-Ratable Loan, Swingline Loan or Overadvance,
shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender
on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together
with interest thereon as specified in Section 2.24.


 






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2.21.       
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or
any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person
because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable
as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof
intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds
had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the Lenders, and the
Borrower hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless for the amount of such payment
or proceeds surrendered. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary
action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such
contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and
shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The
provisions of this Section 2.21 shall survive the termination of this Agreement.


 


2.22.       
Noteless Agreement; Evidence of Indebtedness.


 


(a)               
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.


 






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(b)              
The Agent shall also maintain accounts in which it will record (i) the amount of each Loan extended hereunder, the
Type thereof, the name of the Borrower who requested such Loan and the Interest Period with respect thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iii) the original
stated amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (iv) the amount of any sum received
by the Agent hereunder from the Borrower and each Lender’s share thereof.


 


(c)               
The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall, absent manifest
error, be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided however,
that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Obligations in accordance with their terms. The Agent shall, in accordance with its regular
practice, deliver to the Borrower periodic statements with respect to the accounts maintained pursuant to paragraphs (a) and (b)
above.


 


(d)              
Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit C
(a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable
to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (prior to any
assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein,
except to the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Loans once
again be evidenced as described in paragraphs (a) and (b) above.


 


2.23.       
Lending Installations. Each Lender may book its Loans and its participation in any LC Obligations and the
LC Issuer may book the Facility LCs at any Lending Installation selected by such Lender or the LC Issuer, as the case may be, and
may change its Lending Installation from time to time; provided, however, such selection shall not increase, if otherwise
reasonably avoidable, the Borrower’s costs under Article III. All terms of this Agreement shall apply to any such Lending
Installation and the Loans, Facility LCs, Reimbursement Obligations and any Notes issued hereunder shall be deemed held by each
Lender or the LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender and the LC Issuer may,
by written notice to the Agent and the Borrower Representative in accordance with Article XIII, designate replacement or additional
Lending Installations through which Loans will be made by it or Facility LCs will be issued by it and for whose account Loan payments
or payments with respect to Facility LCs are to be made.


 


2.24.       
Non-Receipt of Funds by the Agent; Defaulting Lenders.


 


(a)               
Unless the Borrower Representative or a Lender, as the case may be, notifies the Agent prior to the date on which
it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the
Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make
such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount
of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case
may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the
Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date
such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in
the case of payment by a Lender, the NYFRB Rate for such day for the first three days and, thereafter, the interest rate applicable
to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.


 






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(b)              
Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(i)                
fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section
2.10(a);


 


(ii)              
the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders
or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant
to Section 8.3), provided that any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such
Defaulting Lender;


 


(c)               
If any exposure in respect of Swingline Loans or Letters of Credit (“Swingline Exposure” and “LC
Exposure”, respectively) exists at the time a Lender becomes a Defaulting Lender then:


 


(i)                
all or any part of such exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective
Pro Rata Share but only to the extent (x) the sum of all non-Defaulting Lenders’ Credit Exposures plus such
Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments
and (y) the conditions set forth in Section 4.2 are satisfied at such time;


 


(ii)              
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall
within one Business Day following notice by the Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize
such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance
with the procedures set forth in Section 2.1.2(j) for so long as such LC Exposure is outstanding;


 


(iii)            
if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to Section
2.24(c)(ii), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b)
with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash
collateralized;


 






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(iv)            
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 2.24(c)(i), then the fees
payable to the Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such
non-Defaulting Lenders’ Pro Rata Share; and


 


(v)              
if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to Section
2.24(c)(i), then, without prejudice to any rights or remedies of the LC Issuer or any Lender hereunder, all Unused Commitment
Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Commitment that was utilized by such LC Exposure) and Letter of Credit fees payable under Section 2.10(b) with respect to
such Defaulting Lender’s LC Exposure shall be payable to the LC Issuer until such LC Exposure is cash collateralized and/or
reallocated.


 


(d)              
So long as any Lender is a Defaulting Lender, the Agent shall not be required to fund any Swingline Loan and the
LC Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure
will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in
accordance with Section 2.24(c)(ii), and participating interests in any such newly issued or increased Letter of Credit
or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.24(c)(i)
(and Defaulting Lenders shall not participate therein).


 


(e)               
Any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise
and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.19) shall, in lieu
of being distributed to such Defaulting Lender, be retained by the Agent in a segregated account and, subject to any applicable
requirements of law, be applied at such time or times as may be determined by the Agent (i) first, to the payment of any amounts
owing by such Defaulting Lender to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting
Lender to the LC Issuer hereunder, (iii) third, if so determined by the Agent or requested by an LC Issuer, held in such account
as cash collateral for future funding obligations of the Defaulting Lender in respect of any existing or future participating interest
in any Swingline Loan or Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Agent, (v) fifth, if so determined by the
Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect
of any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Agent, the Lenders or an LC Issuer as
a result of any judgment of a court of competent jurisdiction obtained by the Agent, any Lender or such LC Issuer against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by
the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that, with respect to this clause (viii), that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement
obligations in respect of Letters of Credit which a Defaulting Lender has funded its participation obligations and (y) made at
a time when the conditions set forth in Section 4.2 are satisfied, such payment shall be applied solely to prepay the Loans
of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any
Loans, or reimbursement obligations owed to, any Defaulting Lender.


 






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If (i) any Lender shall file a petition
for bankruptcy or a Bail-In Action with respect to a Lender shall occur following the date hereof and for so long as such event
shall continue or (ii) any LC Issuer has a good faith belief that any Lender has defaulted in fulfilling its obligations under
one or more other agreements in which such Lender commits to extend credit, no Swingline Lender shall be required to fund any Swingline
Loan and no LC Issuer shall be required to issue, amend or increase any Letter of Credit, unless the LC Issuer may be, shall have
entered into arrangements with the Borrower or such Lender, satisfactory to such LC Issuer, as the case may be, to defease any
risk to it in respect of such Lender hereunder.


 


In the event that the Agent, the Borrower
and the LC Issuer each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans)
as the Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share.
The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve
or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder.


 


2.25.       
Limitation of Interest. The Borrower, the Agent and the Lenders intend to strictly comply with all applicable
laws, including applicable usury laws. Accordingly, the provisions of this Section 2.25 shall govern and control over every
other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.25,
even if such provision declares that it controls. As used in this Section 2.25, the term “interest” includes
the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided
that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or
as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at
any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during
the full term of the Obligations. In no event shall the Borrower or any other Person be obligated to pay, or any Lender have any
right or privilege to reserve, receive or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted
under the laws of the State of New York or the applicable laws (if any) of the U.S. or of any other applicable state, or (b) total
interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged.


 






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2.26.       
Applicable Mortgage Minimum Amount. Notwithstanding anything to the contrary in this Agreement, (a) the Borrower
shall not optionally prepay or reduce the Aggregate Credit Exposure pursuant to Section 2.15 to the extent that, after giving
effect thereto, the Aggregate Credit Exposure would be less than the Applicable Mortgage Minimum Amount and (b) to the extent that
the Aggregate Credit Exposure exceeds the Applicable Mortgage Minimum Amount at the time of any Credit Extension under this Agreement
as a result of the requirements of Section 2.16, the Borrower shall, as a condition to each such Credit Extension, pay all
mortgages recording taxes, documentary stamp taxes, intangible taxes and other similar taxes payable under the Applicable Mortgages
in connection such Credit Extension.


 


2.27.       
Amortization of Term Loans.


 


(a)               
Subject to adjustment pursuant to Section 2.16 and Section 2.17, the Borrower shall repay Term Loans
on September 30th, December 31st, March 31st and June 30th of each fiscal year (commencing
with December 31, 2018) in an amount of $2,500,000, together in each case with accrued and unpaid interest on the principal amount
to be paid to but excluding the date of such payment; provided that if any such date is not a Business Day, such payment
shall be due on the next-following Business Day.


 


(b)              
To the extent not previously paid, all Term Loans shall be due and payable on the Facility Termination Date.


 


2.28.       
MIRE Event.Notwithstanding the foregoing, no MIRE Event may be closed until the date that is (a) if there
are no real property subject to a Mortgage in a “special flood hazard area”, ten (10) Business Days or (b) if there
are any real property subject to a Mortgage in a “special flood hazard area”, thirty (30) days (in each case, the “Notice
Period”), after the Agent has delivered to the Lenders the following documents in respect of such real property: (i)
a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each real
property subject to a Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly
executed by the Borrower or the applicable Loan Party in the event any such real property subject to a Mortgage is located in a
special flood hazard area) and (B) evidence of flood insurance as required by Section 6.7(a); provided that any such
MIRE Event may be closed prior to the Notice Period if the Agent shall have received confirmation from each applicable Lender that
such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.


 


ARTICLE
III



YIELD PROTECTION; TAXES


 






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3.1.           
Yield Protection. If, on or after the Effective Date, the adoption of any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation
or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof or and any group or body charged with setting financial accounting or regulatory capital
rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements
or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any
Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or
regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International
Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after
the Effective Date:


 


(a)               
subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any Taxes or changes
the basis of taxation of payments (other than with respect to Excluded Taxes and Indemnified Taxes) to any Lender or the LC Issuer
or the Agent in respect of its Eurodollar Loans, Facility LCs or participations therein, or


 


(b)              
imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation
or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar
Advances), or


 


(c)               
imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation
or the LC Issuer of making, funding, converting to, continuing or maintaining its Eurodollar Loans, or of issuing or participating
in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection
with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation
or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations
therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may
be,


 


and the result of any of the foregoing is to increase
the cost to such Lender or applicable Lending Installation or the LC Issuer or the Agent, as the case may be, of making, converting
to, continuing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the
return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such
Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen days of demand by such Lender or the
LC Issuer or the Agent, as the case may be, the Borrower shall pay such Lender or the LC Issuer or the Agent, as the case may be,
such additional amount or amounts as will compensate such Lender or the LC Issuer or the Agent, as the case may be, for such increased
cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not
be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to
the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided
that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to
include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this
Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become
so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation
thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and 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 (whether or not having the force of law), in each case pursuant to Basel III,
shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.


 






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3.2.           
Changes in Capital Adequacy or Liquidity Regulations. If a Lender or the LC Issuer determines the amount of
capital or liquidity required or expected to be maintained by such Lender or the LC Issuer, any Lending Installation of such Lender
or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change, then, within
fifteen days of demand by such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary
to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or the LC Issuer
determines is attributable to this Agreement, its Credit Exposure or its Commitment to make Loans and issue or participate in Facility
LCs or Swingline loans, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies
as to capital adequacy or liquidity); provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives
thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations,
guidelines, interpretations or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having
the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change regardless of the date enacted,
adopted, issued, promulgated or implemented. “Change” means (i) any change after the date of this Agreement
in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer
or any Lending Installation or any corporation controlling any Lender or the LC Issuer. “Risk-Based Capital Guidelines”
means (i) the risk-based capital guidelines in effect in the U.S. on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities outside the U.S. implementing the June 2006 document
of the Basel Committee on Banking Regulation and Supervisory Practices entitled “Basel II: International Convergence of Capital
Measurements and Capital Standards: A Revised Framework – Comprehensive Version,” including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement. Notwithstanding anything herein or otherwise to the
contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives
thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a “Change”,
regardless of the date enacted, adopted, issued or implemented.


 






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3.3.           
Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a
suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force
of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances
are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or
maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected
Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.


 


3.4.           
Funding Indemnification. If any payment of a Eurodollar Advance occurs on a date which is not the last day
of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made
on the date specified by the Borrower Representative for any reason other than default by the Lenders, the Borrower will indemnify
each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating
or employing deposits acquired to fund or maintain such Eurodollar Advance.


 


3.5.           
Taxes.


 


(a)               
All payments by any Loan Party by or on account of any obligation hereunder or under any Note or Facility LC Application
shall be made free and clear of and without deduction or withholding for or on account of any and all Taxes, except as required
by applicable law. If any Loan Party or the Agent shall be required by law to deduct or withhold any Taxes from or in respect of
any such payment, (a) if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such
Lender, the LC Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such
deductions been made, (b) the applicable withholding agent shall make such deductions, (c) the applicable withholding agent shall
pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to
the Agent a certified copy of all official receipts evidencing payment thereof as promptly as possible but in any case within thirty
days after such payment is made.


 






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(b)              
In addition, the Loan Parties hereby agree to timely pay to the relevant Governmental Authority in accordance with
applicable law, or at the option of the Agent timely reimburse it for, any present or future stamp, court, documentary, intangible,
recording, filing or similar Taxes and any other excise or property taxes, charges or similar levies which arise from any payment
made hereunder or under any Note or Facility LC Application or from the execution, delivery, performance or enforcement of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application (“Other Taxes”). The Borrower
shall furnish to the Agent a certified copy of all official receipts evidencing payment thereof as promptly as possible but in
any case within thirty days after such payment is made.


 


(c)               
The Loan Parties hereby agree to jointly and severally indemnify the Agent, the LC Issuer and each Lender for the
full amount of Indemnified Taxes (including, without limitation, any Indemnified Taxes imposed on amounts payable under this Section
3.5) paid or payable by the Agent, the LC Issuer or such Lender as a result of its Commitment, any Loans made by it hereunder,
any Facility LC issued hereunder or otherwise in connection with its participation in this Agreement or required to be withheld
or deducted from a payment to the Agent, the LC Issuer or such Lender and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
Payments due under this indemnification shall be made within 10 days of the date the Agent, the LC Issuer or such Lender makes
demand therefor pursuant to Section 3.6. A certificate as to the amount of such payment or liability delivered to the Borrower
by the party seeking indemnification shall be conclusive absent manifest error.


 


(d)              
Each Lender and LC Issuer shall indemnify the Agent within 10 days after demand therefor, for (i) the full amount
of any Indemnified Taxes attributable to such Lender that are payable or paid by the Agent, (but only to the extent that any Loan
Party has not already indemnified that Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties
to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.2(c)
relating to the maintenance of a Participant Register, in either case, that are payable or paid by the 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 the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 the Agent to
the Lender from any other source against any amount due to the Agent under this paragraph (d).


 


(e)               
Status of Lenders.


 


(i)                
Each Lender that is a U.S. Person agrees that it will deliver to the Borrower and the 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 the
Borrower or the Agent), executed originals of U.S. Internal Revenue Service (“IRS”) Form W-9 certifying that such Lender
is exempt from U.S. federal backup withholding tax.


 






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(ii)              
(1) Each Lender that is not a U.S. Person (each a “Non-U.S. Lender”) agrees that it will, not
more than ten Business Days after the date of this Agreement, to the extent legally entitled to do so, deliver to the Borrower
Representative and the Agent whichever of the following is applicable: (x) two duly completed copies of IRS Form W-8BEN, W-8BEN-E,
or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or
withholding of any, or is subject to a reduced rate of withholding of, U.S. federal income taxes, (y) if claiming an exemption
from U.S. withholding tax under Section 871(h) or 881(c) of the Code, a duly completed copy of the IRS Form W-8BEN or W-8BEN-E
and a properly executed certificate representing that such Non-U.S. Lender is not a “bank” for purposes of Section
881(c)(3)(A) of the Code, is not a “ten percent (10%) shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, is not a “controlled foreign corporation” related to the Borrower within the meaning of Section 881(c)(3)(C)
of the Code, or (z) if not the beneficial owner, a duly completed copy of the IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
W-8BEN, W-8BEN-E, W-9 and/or other certification documents from each beneficial owner, as applicable. (2) Each Non-U.S. Lender
further undertakes to deliver to each of the Borrower Representative and the Agent (x) renewals or additional copies of such form
(or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event
requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably
requested by the Borrower Representative or the Agent. All forms or amendments described in the preceding sentence shall certify
that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any, or is subject to
a reduced rate of withholding of, U.S. federal income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower Representative and the Agent that it is not capable of receiving payments without
any deduction or withholding, or at the reduced rate of withholding, of U.S. federal income tax. (3) Notwithstanding any other
provision of this paragraph (ii), a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.


 


(f)               
For any period during which a Non-U.S. Lender has failed to provide the Borrower Representative with an appropriate
form pursuant to clause (e), above, such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5
with respect to Taxes imposed by the U.S. because of its failure to deliver the appropriate form; provided that, should
a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because
of its failure to deliver a form required under clause (e), above, the Borrower shall, at the expense of such Non-U.S. Lender,
take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.


 






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(g)              
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this
Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower Representative
(with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. In addition, any
Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law
or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion and execution of such documentation (other than documentation set forth in Section 3.5(e)(i),
(ii)(1) and (h)) 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.


 


(h)              
If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the
Borrower and Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Agent,
such documentation prescribed by applicable law and such additional documentation reasonably requested by the Borrower or Agent
as may be necessary for the Borrower or Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this clause (h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


3.6.           
Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under
Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3,
(subject to overall policy considerations of such Lender); provided, that such designation is made on terms that, in the
sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage,
and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower
or the rights of any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5. Each Lender shall deliver a written
statement of such Lender to the Borrower Representative (with a copy to the Agent) as to the amount due, if any, under Section
3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though
each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit
used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt
by the Borrower Representative of such written statement. The obligations of the Borrower under Sections 3.1, 3.2,
3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.


 






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3.7.           
Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5
to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate
Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any
such Lender, an “Affected Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension
is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured
Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with
such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree,
as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement
(and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to
become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as
of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall
pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued
but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation
payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to
the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such
Affected Lender been prepaid on such date rather than sold to the replacement Lender.


 


ARTICLE
IV



CONDITIONS PRECEDENT


 


4.1.           
Effectiveness. This Agreement will not become effective unless the Loan Parties have satisfied each of the
following conditions in a manner satisfactory to the Agent and the Lenders, and with respect to any condition requiring delivery
of any agreement, certificate, document, or instrument, the Loan Parties shall have furnished to the Agent sufficient copies of
any such agreement, certificate, document, or instrument for distribution to the Lenders.


 


(a)               
This Agreement or counterparts hereof shall have been duly executed by each Loan Party and the Agent, and the Agent
shall have received duly executed copies of the Loan Documents and such other documents, instruments, agreements and legal opinions
as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents,
each in form and substance reasonably satisfactory to the Agent.


 






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(b)              
Each Loan Party shall have delivered copies of its articles or certificate of incorporation or organization, together
with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction
of incorporation or organization.


 


(c)               
Each Loan Party shall have delivered copies, certified by its Secretary or Assistant Secretary, of its by-laws or
operating, management or partnership agreement and of its Board of Directors’ resolutions or the resolutions of its members
and of resolutions or actions of any other body authorizing the execution, delivery and performance of the Loan Documents to which
such Loan Party is a party.


 


(d)              
Each Loan Party shall have delivered an incumbency certificate, executed by its Secretary or Assistant Secretary,
which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers such Loan Party
authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall
be entitled to rely until informed of any change in writing by such Loan Party.


 


(e)               
The Borrower shall have delivered a certificate, signed by the chief financial officer of the Borrower, on the initial
Credit Extension Date (i) stating that no Default or Unmatured Default has occurred and is continuing, (ii) stating that the representations
and warranties contained in Article V are true and correct as of such Credit Extension Date, (iii) specifying the deposit
account at Chase which shall be used as the Funding Account, (iv) certifying that the condition set forth in clause (t) below has
been met, and (v) certifying any other factual matters as may be reasonably requested by the Agent or any Lender.


 


(f)               
The Loan Parties shall have delivered a written legal opinion of the Loan Parties’ counsel, addressed to the
Agent, the LC Issuer and the Lenders in substantially the form of Exhibit D and the legal opinion of such other special
and local counsel as may be required by the Agent.


 


(g)              
The Borrower shall have delivered any Notes requested by a Lender pursuant to Section 2.22 payable to the
order of each such requesting Lender.


 


(h)              
The Borrower shall have delivered money transfer authorizations as the Agent may have reasonably requested.


 


(i)                
The Agent shall have received the results of a recent Lien and other searches that the Agent deems necessary and
such searches shall reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens or Liens discharged on
or prior to the Effective Date pursuant to documentation satisfactory to the Agent, the Loan Parties shall have delivered UCC termination
statements or amendments to existing UCC financing statements with respect to any filings against the Collateral as may be requested
by the Agent and shall have authorized the filing of such termination statements or amendments, the Agent shall have been authorized
to file any UCC financing statements that the Agent deems necessary to perfect its Liens in the Collateral and Liens creating a
first priority security interest in the Collateral in favor of the Agent shall be in proper form for filing, registration or recordation.


 






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(j)                
The Borrower Representative shall have delivered a Borrowing Base Certificate which calculates the Borrowing Base
as of May 31, 2018.


 


(k)              
The Borrower shall have delivered to the Agent Parent’s most recent projected income statement, balance sheet
and cash flows for the period through the end of the 2023 Fiscal Year (which shall have been prepared on a monthly basis through
the first year after the Effective Date and yearly thereafter).


 


(l)                
All legal (including tax implications) and regulatory matters, including, but not limited to compliance with applicable
requirements of Regulations U, T and X of the Board, shall be satisfactory to the Agent and the Lenders.


 


(m)            
The Agent or its designee shall have conducted a satisfactory field examination of the accounts receivable, Inventory
and related working capital matters and financial information of the Loan Parties and of the related data processing and other
systems, the results of which shall be satisfactory to the Arrangers and the Agent (it being acknowledged by the Arrangers and
the Agent that the field examination dated as of April 30, 2018 shall satisfy the requirement described in this Section 4.1(m)).


 


(n)              
The Borrower shall have delivered evidence of insurance coverage in form, scope, and substance reasonably satisfactory
to the Agent and otherwise in compliance with the terms of Section 6.7.


 


(o)              
The Borrower shall have paid all of the fees and expenses owing to the Agent, the Arrangers, the LC Issuer and the
Lenders pursuant to Section 2.10, and Section 9.6(a).


 


(p)              
The Borrower shall have delivered to the Agent true and complete Customer Lists for the Borrower, PHI and their respective
Subsidiaries, together with a recent satisfactory appraisal with respect thereto (it being understood that the Agent and the Lenders
shall treat such Customer Lists as confidential information subject to Section 9.11), it being acknowledged by the Agent
that the appraisal dated as of March 31, 2018 shall satisfy the requirement described in this Section 4.1(p).


 


(q)              
The Loan Parties shall have delivered to the Agent a certified actuarial valuation report for each Single Employer
Plan for the Plan year beginning January 1, 2017.


 


(r)                
The Loan Parties shall have delivered to the Agent a statement by an actuary enrolled under ERISA certifying that
each Single Employer Plan is not, and is not expected to be, in “at risk” status (within the meaning of Section 430
of the Code or Title IV of ERISA).


 






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(s)               
The Agent shall have received a satisfactory solvency certificate from the chief financial officer of the Parent
that shall document the solvency of the Parent and its Subsidiaries as of the Effective Date.


 


(t)                
The Agent shall have received a copy of each hedging and inventory policy contemplated by Section 5.33, and
the Agent shall be satisfied with each such policy.


 


(u)              
The Agent shall have received written consents from the “Required Lenders” under and as defined in the
Existing Credit Agreement to the execution and delivery of this Agreement (it being agreed that the entering into of this Agreement
by any such Existing Lender shall constitute such written consent).


 


(v)              
The Agent shall have received (A) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood
Hazard Determination with respect to each real property subject to a Mortgage (together with a notice about special flood hazard
area status and flood disaster assistance duly executed by the Borrower or the applicable Loan Party in the event any such real
property is located in a special flood hazard area) and (B) a copy of, or a certificate as to coverage under, the flood insurance
policies required by Section 6.7(a);


 


(w)            
The Agent shall have received, (i) at least five days prior to the Effective Date, all documentation and other information
regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Effective
Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,
at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10
days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial
Ownership Certification; provided that, upon the execution and delivery by such Lender of its signature page to this Agreement,
the conditions set forth in this clause (x) shall be deemed to be satisfied.


 


(x)              
The Effective Date shall occur on or before July 31, 2018.


 


4.2.           
Each Credit Extension. Except as otherwise expressly provided herein, the Lenders shall not be required to
make any Credit Extension if on the applicable Credit Extension Date:


 


(a)               
There exists any Default or Unmatured Default or any Default or Unmatured Default shall result from any such Credit
Extension.


 






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(b)              
Any representation or warranty contained in Article V is untrue or incorrect in any material respect as of
such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date.


 


(c)               
After giving effect to any Credit Extension, Availability would be less than zero.


 


(d)              
Any legal matter incident to the making of such Credit Extension shall not be satisfactory to the Agent and its counsel.


 


(e)               
The Borrower is not in compliance with Section 2.26.


 


Each Borrowing Notice or request for issuance
of Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the
conditions contained in Section 4.1 have been satisfied and that none of the conditions set forth in Section 4.2
exist as of the applicable Credit Extension Date. Any Lender may require a duly completed Compliance Certificate as a condition
to making a Credit Extension.


 


ARTICLE
V



REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents and warrants to the
Lenders as follows:


 


5.1.           
Existence and Standing. Each Loan Party is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity)
in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct
its business in each jurisdiction in which its business is conducted.


 


5.2.           
Authorization and Validity. Each Loan Party has the power and authority and legal right to execute and deliver
the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Loan Party
of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper
proceedings, and the Loan Documents to which such Loan Party is a party constitute legal, valid and binding obligations of such
Loan Party enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally.


 


5.3.           
No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents
to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof
will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii)
any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of
any indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound,
or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or
on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action
in respect of any Governmental Authority which has not been obtained by a Loan Party, is required to be obtained by any Loan Party
in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance
by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents,
except for (i) filing of amendments to Mortgages and UCC financing statements to be filed on or immediately after the Effective
Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.


 






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5.4.           
Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal
and valid Liens on all the Collateral in favor of the Agent, for the benefit of the Agent and the Lenders, and such Liens (upon
any required filing and recordation) constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable
against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the
case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Agent pursuant
to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of
title) to the extent the Agent has not obtained or does not maintain possession of such Collateral.


 


5.5.           
Financial Statements.


 


(a)               
The audited consolidated financial statements of the Parent and its Subsidiaries for the period ended September 30,
2017 heretofore delivered to the Lenders (A) were prepared in accordance with GAAP (as in effect on the date such statements were
prepared) and fairly present the consolidated financial condition and operations of the Parent and its Subsidiaries at such date
and the consolidated results of their operations for the period then ended and (B) with respect to the financial statements referred
to in clause (i) hereof, are accompanied by an unqualified audit report certified by independent certified public accountants.


 


(b)              
The most recent Projections delivered to the Agent and the Lenders pursuant to Section 6.1(d) represent the
Borrower’s good faith estimate of the future financial performance of the Parent and its Subsidiaries for the period set
forth therein.


 


5.6.           
Material Adverse Change. Since September 30, 2017, after giving effect to the consummation of the transactions
contemplated hereby on the Effective Date, there has been no change in the business, operations, Property, condition (financial
or otherwise) or prospects of the Loan Parties which could reasonably be expected to have a Material Adverse Effect.


 


5.7.           
Taxes. The Loan Parties have filed all U.S. federal tax returns and all other Tax returns which are required
to be filed, all such returns are complete and correct and the Loan Parties have paid all Taxes due pursuant to said returns or
pursuant to any assessment received by any Loan Party, except such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided in accordance with GAAP and as to which no Lien exists. No tax liens have been filed
and no claims are being asserted with respect to any such Taxes. The charges, accruals and reserves on the books of the Loan Parties
in respect of any taxes or other governmental charges are adequate. If any Loan Party is a limited liability company, each such
limited liability company qualifies for partnership tax treatment under U.S. federal tax law.


 






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5.8.           
Litigation and Contingent Obligations. Except as set forth on Schedule 5.8, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened
against or affecting any Loan Party which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent,
enjoin or delay the making of any Credit Extensions. Other than any liability incident to any litigation, arbitration or proceeding
which (i) could not reasonably be expected to have a Material Adverse Effect or (ii) is set forth on Schedule 5.8, no Loan
Party has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section
5.5.


 


5.9.           
Capitalization and Subsidiaries. Schedule 5.9 sets forth (a) a correct and complete list of the name
of each and all of the Parent’s Subsidiaries (excluding CaptiveCo), (b) the location of the chief executive office of each
Loan Party and each of its Subsidiaries (excluding CaptiveCo) and each other location where any of them have maintained their chief
executive office in the past five years, (c) a true and complete listing of each class of each Loan Party’s authorized Capital
Stock, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially
and of record by the Persons identified on Schedule 5.9, and (d) the type of entity of each Loan Party. With respect to
each Loan Party, Schedule 5.9 also sets forth the employer or taxpayer identification number of each Loan Party and the
organizational identification number issued by each Loan Party’s jurisdiction of organization or a statement that no such
number has been issued. All of the issued and outstanding Capital Stock owned by any Loan Party has been (to the extent such concepts
are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.


 


5.10.       
ERISA. Except as would not, individually or in the aggregate, be reasonably expected to result in a Material
Adverse Effect, (i) each Plan complies with all applicable requirements of law and regulations and (ii) no ERISA Event has occurred.


 


5.11.       
Accuracy of Information. No information, exhibit or report furnished by any Loan Party to the Agent or to
any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading. As of the
Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.


 


5.12.       
Names; Prior Transactions. Except as set forth on Schedule 5.12, the Loan Parties have not, during
the past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation,
or been a party to any Acquisition.


 


5.13.       
Regulation U. No Loan Party is engaged, nor will it engage, principally or as one of its important activities,
in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock”
as such terms are defined in Regulation U of the Board as now and from time to time hereafter in effect (such securities being
referred to herein as “Margin Stock”). No Loan Party owns any Margin Stock, and none of the proceeds of the Loans or
other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of purchasing or carrying
any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any
Margin Stock or for any other purpose that might cause any of the Loans or other extensions of credit under this Agreement to be
considered a “purpose credit” within the meaning of Regulations T, U or X of the Board. No Loan Party will take or
permit to be taken any action that might cause any Loan Document to violate any regulation of the Board.


 






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5.14.       
Material Agreements. Schedule 5.14 hereto sets forth as of the Effective Date all material agreements
and contracts to which any Loan Party is a party or is bound as of the date hereof. No Loan Party is subject to any charter or
other corporate restriction which could reasonably be expected to have a Material Adverse Effect. No Loan Party is in default in
the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement
to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.


 


5.15.       
Compliance With Laws. The Loan Parties have complied with all applicable statutes, rules, regulations, orders
and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct
of their respective businesses or the ownership of their respective Property (“Applicable Laws”) and their own
agreements, policies and procedures with respect to personal information, privacy and data and system security (“Privacy
Policies”), except for any failure to comply with any of the foregoing which could not reasonably be expected to have
a Material Adverse Effect.


 


5.16.       
Ownership of Properties. Except as set forth on Schedule 5.16, on the date of this Agreement, the Loan
Parties will have good title, free of all Liens other than those permitted by Section 6.21, to all of the Property and assets
reflected in the Loan Parties’ most recent consolidated financial statements provided to the Agent as owned by the Loan Parties.


 


5.17.       
Plan Assets; Prohibited Transactions. No Loan Party is an entity deemed to hold “plan assets”
(within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated
under this Agreement, including the making of Credit Extensions hereunder, will give rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.


 


5.18.       
Environmental Matters.


 


(a)               
Each of the Loan Parties is, and has been, in compliance with all Environmental Laws applicable to it or to the Collateral
except where such noncompliance would not have a Material Adverse Effect. Each Loan Party holds all environmental permits and licenses
that are necessary for the conduct of the business and operations of such Loan Party as now conducted and as proposed to be conducted,
and has timely and properly applied for renewal of all environmental permits or licenses that have expired or are about to expire,
except where the failure to hold, or to timely and properly reapply for, such environmental permits or licenses would not have
a Material Adverse Effect. Schedule 5.18 lists (i) all notices from federal, state or local environmental agencies to any
Loan Party citing environmental violations or other conditions that could be the subject of investigation, remediation or other
action under Environmental Law affecting the business and operations of any Loan Party or the Collateral that have not been finally
resolved and disposed of, and no such violation or condition, whether or not notice regarding such violation or condition is listed
on Schedule 5.18, if ultimately resolved against such party, would have a Material Adverse Effect and (ii) all material
reports filed by each of the Loan Parties during the past twelve months with respect to its business and operations or the Collateral
with any federal, state or local environmental agency having jurisdiction over any of the Loan Parties or the Collateral, true
and complete copies of which reports have been made available to the Lenders. Notwithstanding any such notice, except for matters
the consequences of which will not have a Material Adverse Effect, the business and operations of each Loan Party and the Collateral
are currently being operated in all respects within the limits set forth in such environmental permits or licenses and any current
noncompliance with such permits or licenses will not result in any liability or penalty to any of the Loan Parties or in the revocation,
loss or termination of any such environmental permits or licenses.


 






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(b)              
All facilities located on the real property owned or leased by the Loan Parties, including without limitation the
Collateral, which are subject to regulation by the Resource Conservation and Recovery Act of 1976, as amended, and regulations
promulgated thereunder, (“RCRA”) are and have been operated in compliance with RCRA, except where such noncompliance
would not have a Material Adverse Effect and none of the Loan Parties has received, or, to the knowledge of any Loan Party, been
threatened with, a notice of violation of RCRA regarding such facilities.


 


(c)               
No Materials of Environmental Concern are or, to the knowledge of any Loan Party, have been located or present at
any of the real property owned or leased by the Loan Parties, including without limitation the Collateral, or any previously owned
properties, in violation of any Environmental Law, which violation will have a Material Adverse Effect, or in such circumstances
as to give rise to liability, which liability will have a Material Adverse Effect, and with respect to such real property there
has not occurred, to the knowledge of any Loan Party (i) any release or threatened release of any Materials of Environmental Concern,
(ii) any discharge or threatened discharge of any Materials of Environmental Concern into the environment which violates any Environmental
Law or (iii) any assertion of any lien pursuant to Environmental Laws resulting from any use, spill, discharge or clean-up of any
Materials of Environmental Concern, which occurrence referred to in clause (i), (ii) or (iii) above will have a Material Adverse
Effect.


 


(d)              
Except as set forth on Schedule 5.18(d), none of the Loan Parties has received notice that it has been identified
as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended, and regulations promulgated thereunder, or any comparable state, local or foreign law nor has any Loan Party received
any notification that any Materials of Environmental Concern that it has used, generated, stored, treated, handled, transported
or disposed of or arranged for transport for disposal or treatment of, or arranged for disposal or treatment of, has been found
at any site at which any Governmental Authority or private party is conducting or plans to conduct a remedial investigation or
other action pursuant to any Environmental Law.


 






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(e)               
None of the matters disclosed in Schedule 5.18 or Schedule 5.18(d), either individually or in the aggregate,
involves a violation of or a liability under any Environmental Law, the consequences of which will have a Material Adverse Effect.


 


5.19.       
Investment and Holding Company Status. No Loan Party is (a) an “investment company” or a company
“controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended
or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of
1935, as amended.


 


5.20.       
Bank Accounts. As of the Effective Date, Exhibit B to the Security Agreement contains a complete and accurate
list of all bank accounts maintained by each Loan Party with any bank or other financial institution.


 


5.21.       
Indebtedness. As of the Effective Date and after giving effect to the Credit Extensions to be made on the
Effective Date (if any), the Loan Parties have no Indebtedness, except for (a) the Obligations, and (b) any Indebtedness described
on Schedule 5.21.


 


5.22.       
Affiliate Transactions. Except as set forth on Schedule 5.22, as of the Effective Date, there are no
existing or proposed agreements, arrangements, understandings, or transactions between any Loan Party and any of the officers,
members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries)
of any Loan Party or any members of their respective immediate families (other than employment agreements and arrangements and
transactions entered into in the ordinary course of business on terms that are arms-length), and none of the foregoing Persons
are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate
of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party.


 


5.23.       
Real Property; Leases. As of the Effective Date, Schedule 5.23 sets forth a correct and complete list
of all real Property owned by each Loan Party (indicating, in each case, whether such owned real Property is subject to an Existing
Mortgage as of the Effective Date), all leases and subleases of real Property by each Loan Party as lessee or sublessee, and all
leases and subleases of real Property by each Loan Party as lessor or sublessor. Each of such leases and subleases is valid and
enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease
exists. Each Loan Party has good and indefeasible title in fee simple to the real Property identified on Schedule 5.23 as
owned by such Loan Party, or valid leasehold interests in all real Property designated therein as “leased” by such
Loan Party.


 


5.24.       
Intellectual Property Rights. As of the Effective Date: (a) Schedule 5.24 sets forth a correct and
complete list of all registrations and applications for Intellectual Property Rights of each Loan Party; (b) no Intellectual Property
Rights owned by the Loan Parties are subject to any licensing agreement or similar arrangement except as set forth in Schedule
5.24; (c) the material proprietary Intellectual Property Rights of the Loan Parties are owned exclusively by the Loan Parties
and constitute all of the property of such type necessary to the current and anticipated future conduct of the Loan Parties’
business; (d) no Intellectual Property Rights now used or now contemplated to be used by any Loan Party infringes in any material
respect upon any rights held by any other Person; (e) no claim or litigation regarding Intellectual Property Rights is pending
or threatened which could reasonably be expected to have a Material Adverse Effect; (f) the Loan Parties take all reasonable actions
to protect and maintain the integrity, continuous operation and security of the systems, networks, software and information technology
assets used in their business (and all data, including personal data, stored thereon or processed thereby), and there have been
no material breaches, outages, violations or unauthorized use of or access to any of the foregoing; and (g) the Loan Parties have
created, executed and/or posted all Privacy Policies that are required by Applicable Laws.


 






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5.25.       
Insurance. Schedule 5.25 lists all insurance policies of any nature maintained, as of the Effective
Date, by each Loan Party, as well as a summary of the terms of each such policy.


 


5.26.       
Solvency.


 


(a)               
Immediately after the consummation of the transactions to occur on the date hereof and immediately following the
making of each Credit Extension, if any, made on the date hereof and after giving effect to the application of the proceeds of
such Credit Extensions, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed the debts and liabilities,
subordinated, contingent or otherwise, of each Loan Party; (b) the present fair saleable value of the Property of each Loan Party
will be greater than the amount that will be required to pay the probable liability of each Loan Party on its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will
be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the businesses in which it
is engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.


 


(b)              
The Borrower does not intend to, nor will the Borrower permit any of its Subsidiaries to, and the Borrower does not
believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account
the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable
on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.


 


5.27.       
Subordinated Indebtedness. The Secured Obligations constitute senior indebtedness which is entitled to the
benefits of the subordination provisions of all outstanding Subordinated Indebtedness.


 






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5.28.       
Post-Retirement Benefits. The present value of the expected cost of post-retirement medical and insurance
benefits payable by the Loan Parties to their employees and former employees, as estimated by such Loan Parties in accordance with
procedures and assumptions deemed reasonable by the Required Lenders, does not exceed $10,000,000 in the aggregate.


 


5.29.       
Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the
continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each
of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects
to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive
benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended
by the Lenders to the Borrower hereunder, both in their separate capacities and as members of the group of companies. Each Loan
Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by
such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.


 


5.30.       
Reportable Transaction. The Borrower does not intend to treat the Advances and related transactions as being
a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof.


 


5.31.       
Labor Disputes. Except as set forth on Schedule 5.31, as of the Effective Date (a) there is no collective
bargaining agreement or other labor contract covering employees of the Borrower or PHI or any of their respective Subsidiaries,
(b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c)
no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees
of the Borrower or PHI or any of their respective Subsidiaries or for any similar purpose, and (d) there is no pending or
(to the best of the Borrower’s knowledge) threatened, strike, work stoppage, material unfair labor practice claim, or other
material labor dispute against or affecting the Borrower or PHI or any of their respective Subsidiaries or their employees.


 


5.32.       
Fixed Price Supply Contracts. None of the Loan Parties is a party to any contract for the purchase or supply
by such parties of any product except where (a) the purchase price is set with reference to a spot index or indices substantially
contemporaneously with the delivery of such product or (b) delivery of such product is to be made no more than 18 months after
the purchase price is agreed to. All such contracts for the delivery of product to any Loan Party referred to in the foregoing
clause (b) which are in effect on the Effective Date are set forth in Schedule 5.32.


 


5.33.       
Trading and Inventory Policies. Each Loan Party maintains a hedging policy to the effect that it will not
trade any commodities. Each Loan Party maintains a supply inventory position policy to the effect that it will not hold on hand,
as of any date, more Commodities Inventory than will be sold in the normal course of business during the following 90 days. Each
Loan Party is in compliance with such policies.


 






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5.34.       
Use of Proceeds. The Borrower will use the proceeds of the Loans solely as set forth in Section 6.2.


 


5.35.       
EEA Financial Institutions. No Loan Party is an EEA Financial Institution.


 


5.36.       
Anti-Corruption Laws and Sanctions. The Loan Parties have implemented and maintain in effect policies and
procedures designed to ensure compliance by the Loan Parties, their respective Subsidiaries and their respective directors, officers,
employees and agents, with Anti-Corruption Laws and applicable Sanctions, and the Loan Parties, their respective Subsidiaries and
their respective officers and directors and to the knowledge of any Loan Party its employees and agents, are in compliance with
Anti-Corruption Laws in all materials respects and applicable Sanctions. None of (a) any Loan Party, any Subsidiary any of their
respective directors or officers or, to the knowledge of such Loan Party or such Subsidiary, employees, or (b) to the knowledge
of such Loan Party, any agent of a Loan Party or any Subsidiary that will act in any capacity in connection with or benefit from
the credit facility established hereby, is a Sanctioned Person. No Advance or Letter of Credit, use of proceeds or other transaction
contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.


 


ARTICLE
VI



COVENANTS


 


Each Loan Party executing this Agreement jointly
and severally agrees as to all Loan Parties that from and after the date hereof and until the Facility Termination Date:


 


6.1.           
Financial and Collateral Reporting. Each Loan Party will maintain, for itself and each Subsidiary, a system
of accounting established and administered in accordance with GAAP, and will furnish to the Lenders:


 


(a)               
within ninety days after the close of each Fiscal Year of the Parent and its Subsidiaries, an unqualified audit report
certified by independent certified public accountants reasonably acceptable to the Required Lenders, prepared in accordance with
GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants), including
balance sheets as of the end of such Fiscal Year, related profit and loss and reconciliations of statements of retained earnings,
and a statement of cash flows, accompanied by (i) any management letter prepared by said accountants and (ii) a certificate of
said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained
no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall
exist, stating the nature and status thereof;


 


(b)              
within forty-five days after the close of the first three quarterly periods of each Fiscal Year of the Parent and
its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such Fiscal Quarter and consolidated
and consolidating profit and loss and reconciliations of statements of retained earnings and a statement of cash flows for the
period from the beginning of the applicable Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative
form the figures for the applicable period, all certified by its chief financial officer and prepared in accordance with GAAP (except
for exclusion of footnotes and subject to normal year-end audit adjustments);


 






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(c)               
within thirty days after the close of each Fiscal Month, consolidated and consolidating unaudited balance sheets
of the Parent and its Subsidiaries at the close of each such Fiscal Month and consolidated and consolidating profit and loss and
reconciliations of statements of retained earnings and a statement of cash flows for the period from the beginning of the applicable
Fiscal Year to the end of such Fiscal Month, setting forth in each case in comparative form the figures for the prior 12-month
period, all prepared in accordance with GAAP (except for exclusion of footnotes and subject to normal year-end audit adjustments)
and certified by its chief financial officer or vice president - controller;


 


(d)              
as soon as available, but not less than 10 days prior to the end of such Fiscal Year, a copy of the plan and forecast
(including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Parent for
each month of such Fiscal Year (the “Projections”) in form reasonably satisfactory to the Agent;


 


(e)               
together with each of the financial statements required under Sections 6.1(a), (b) and (c), a compliance certificate
in substantially the form of Exhibit E (a “Compliance Certificate”) signed by the chief financial officer,
vice president - controller or treasurer of the Borrower Representative showing the calculations necessary to determine compliance
with this Agreement (including calculation of (i) Availability for purposes of Sections 6.16 and 6.25 and (ii) the
Fixed Charge Coverage Ratio and Senior Secured Leverage Ratio for purposes of Section 6.28 to the extent then applicable)
and the Applicable Margin and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists,
stating the nature and status thereof;


 


(f)               
as soon as available but in any event within 20 days of the end of each Fiscal Month (or, during the Seasonal Availability
Period or to the extent Availability is less than 15.0% of the Aggregate Revolving Commitment, within 3 days of the end of each
week), and at such other times as may be requested by the Agent (in its Permitted Discretion), as of the period then ended, a Borrowing
Base Certificate;


 


(g)              
as soon as available but in any event within 20 days of the end of each Fiscal Month (or, during the Seasonal Availability
Period or to the extent Availability is less than 15.0% of the Aggregate Revolving Commitment, within 3 days of the end of each
week) and at such other times as may be requested by the Agent (in its Permitted Discretion), as of the period then ended:


 






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(i)                
(1) a summary aging of the Accounts of the Borrower and PHI and each of their respective Subsidiaries, including
an aged accounts receivable total for each Account Debtor, supported by a total page from the system summary aging for each branch,
and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the
Agent, together with such transaction analysis or roll-forward information as the Agent requests, in its Permitted Discretion;


 


(ii)              
a schedule detailing the Inventory of the Borrower and PHI and their respective Subsidiaries, in form reasonably
satisfactory to the Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment,
bailee arrangement, or warehouse agreement), by product type, and by volume on hand, which Inventory shall be valued at the lower
of cost (determined on a weighted average basis) or market and adjusted for Reserves as the Agent has previously indicated to the
Borrower are deemed by the Agent to be appropriate, (2) including a report of any variances or other results of Inventory counts
performed by the Borrower since the last Inventory schedule (including information regarding sales or other reductions, additions,
returns, credits issued by the Borrower or PHI or any of their respective Subsidiaries and complaints and claims made against them),
and (3) reconciled to the Borrowing Base Certificate delivered as of such date;


 


(iii)            
a worksheet of calculations prepared by the Borrower to determine Eligible Accounts Receivable, Eligible Heating
Oil and Other Fuel Inventory and Eligible Other Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible
Accounts Receivable, Eligible Heating Oil and Other Fuel Inventory and Eligible Other Inventory and the reason for such exclusion;


 


(iv)            
a reconciliation of the Accounts and Inventory of the Borrower, PHI and their respective Subsidiaries between the
amounts shown in their general ledgers and financial statements and the reports delivered pursuant to clauses (i) and (ii) above;
and


 


(v)              
a reconciliation of the loan balance per the Borrower’s general ledger to the loan balance set forth in statements
given to the Borrower under this Agreement;


 


(h)              
as soon as available but in any event within 20 days of the end of each Fiscal Month (or, during the Seasonal Availability
Period or to the extent Availability is less than 15.0% of the Aggregate Revolving Commitment, within 3 days of the end of each
week) and at such other times as may be requested by the Agent (in its Permitted Discretion), as of the month then ended, a schedule
and aging of the Borrower’s and PHI’s accounts payable;


 


(i)                
promptly upon the Agent’s request (in its Permitted Discretion):


 






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(i)                
copies of invoices in connection with the invoices issued by the Borrower or PHI or any of their respective Subsidiaries
in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;


 


(ii)              
copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory, Machinery or
Equipment purchased by any Loan Party; and


 


(iii)            
a schedule detailing the balance of all intercompany accounts of the Loan Parties;


 


(j)                
as soon as possible and in any event within 20 days of filing thereof, copies of all tax returns filed by any Loan
Party with the U.S. Internal Revenue Service;


 


(k)              
as soon as possible and in any event within 300 days after the close of the Fiscal Year of each Single Employer Plan,
a certified financial statement of such Single Employer Plan;


 


(l)                
as soon as possible and in any event within 10 days after the Borrower (i) knows that any Reportable Event has occurred
with respect to any Plan, a statement, signed by the chief financial officer of the Borrower, describing said Reportable Event
and the action which the Borrower proposes to take with respect thereto; (ii) receives a determination that any Plan is, or is
expected to be in “at risk” status (within the meaning of Section 430 of the Code or Title IV of ERISA), a statement
describing such status determination and the action which the Borrower proposes to take with respect thereto; or (iii) receives
any determination that a Multiemployer Plan is expected in endangered or critical status (within the meaning of Section 432 of
the Code or Section 305 or Title IV of ERISA), a copy of such determination;


 


(m)            
as soon as possible and in any event within 10 days (i) of filing therewith with the PBGC, the U.S. Internal Revenue
Service or any other governmental entity, a copy of each annual report or other filing with respect to any Single Employer Plan;


 


(n)              
as soon as possible and in any event with 10 days following receipt thereof, copies of any documents described in
Sections 101(k) or 101(l) of ERISA that the Borrower or any member of its Controlled Group may request with respect to any Multiemployer
Plan to which it is a party; provided, that if the Borrower or any member of its Controlled Group has not requested such
documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the
Agent, the Borrower and/or the Controlled Group members shall promptly make a request for such documents and notices from such
administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Agent (on behalf of each requesting
Lender) promptly after receipt thereof, and further provided, that the rights granted to the Agent in this section shall
not be exercised more than once during a 12-month period;


 






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(o)              
as soon as possible and in any event within 10 days after receipt by any Loan Party and to the extent pertaining
to a matter that could have a material impact on any Loan Party, a copy of (i) any notice or claim to the effect that any Loan
Party is or may be liable to any Person as a result of the release by any Loan Party, or any other Person of any Materials of Environmental
Concern into the environment, and (ii) any notice alleging any violation of any Environmental Laws by any Loan Party;


 


(p)              
concurrently with the delivery of annual audited financial statements pursuant to Section 6.1(a), an updated
Customer List for the Borrower and PHI and their respective Subsidiaries, certified as true and correct by an Authorized Officer
of the Borrower (it being understood that the Agent and the Lenders shall treat such Customer Lists as confidential information
subject to Section 9.11);


 


(q)              
concurrently with the furnishing thereof to the unitholders of the Parent, copies of all financial statements, reports
and proxy statements so furnished;


 


(r)                
promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular
reports which any Loan Party files with the Securities and Exchange Commission; and


 


(s)               
such other information (including, without limitation, non-financial information as more fully described on Schedule
6.1(s)) as the Agent or any Lender may from time to time reasonably request.


 


6.2.           
Use of Proceeds.


 


(a)               
The Borrower will use the proceeds of the Credit Extensions (other than the Term Loans) solely to finance the working
capital needs of the Borrower and its Subsidiaries in the ordinary course of business; provided that Facility LCs may also
be used to support (i) obligations under workers’ compensation laws, (ii) obligations to suppliers of petroleum derivative
products or energy commodity derivative providers in the ordinary course of business consistent with past practices and (iii) other
ordinary course obligations of the Loan Parties. The Borrower will use the proceeds of the Term Loans, together with cash on hand
and drawings of Revolving Loans on the Effective Date to repay the aggregate principal amount of all Loans (as defined in the Existing
Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date (it being understood that a portion of
the Term Loans will be deemed to have been applied to a “cashless” prepayment of the aggregate principal amount of
Existing Term Loans outstanding on the Effective Date with the proceeds of a borrowing of new Term Loans hereunder in an equal
amount, in each case, deemed to occur as of the Effective Date).


 


(b)              
No Loan Party will use any of the proceeds of the Credit Extensions to (i) purchase or carry any Margin Stock in
violation of Regulation U, (ii) repay or refinance any Indebtedness of any Person incurred to buy or carry any Margin Stock, or
(iii) acquire any security in any transaction that is subject to Section 13 or Section 14 of the Securities Exchange Act of 1934
(and the regulations promulgated thereunder).


 






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(c)               
No Loan Party shall Request any Credit Extension, and no Loan Party shall use, or shall ensure that their respective
Subsidiaries and its or their respective directors, officers, employees and agents shall use, the proceeds of any Credit Extension
(A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of
value, to any Person in violation of any Anti-Corruption Laws, (B) to fund, finance or facilitate any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any
Sanctions applicable to any party hereto.


 


6.3.           
Notices. Each Loan Party will give prompt notice in writing to the Agent and the Lenders of:


 


(a)               
the occurrence of any Default or Unmatured Default;


 


(b)              
any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect;


 


(c)               
the assertion by the holder of any Capital Stock of any Loan Party or the holder of any Indebtedness of any Loan
Party in excess of $1,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith;


 


(d)              
receipt of any written notice that any Loan Party is subject to any investigation by any Governmental Authority with
respect to any potential or alleged violation of any applicable Environmental Law or of imposition of any Lien against any Property
of any Loan Party for any liability with respect to damages arising from, or costs resulting from, any violation of any Environmental
Laws, in each case, that could reasonably be expected to result in a material impact on any Loan Party;


 


(e)               
receipt of any notice of litigation commenced or threatened against any Loan Party that (i) seeks damages in excess
of (A) $500,000 above insurance coverage limits or (B) $5,000,000 regardless of insurance coverage limits, (ii) seeks injunctive
relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any
Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws; or (vi)
involves any product recall;


 


(f)               
any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral;


 


(g)              
its decision to change, (i) such Loan Party’s name or type of entity, (ii) such Loan Party’s articles
or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws,
or operating or other management agreement, and (iii) the location where any Collateral is held or maintained; provided
that, in no event shall the Agent receive notice of such change less than thirty days prior thereto;


 






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(h)              
commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $250,000;


 


(i)                
the opening of any new deposit account by any Loan Party with any bank or other financial institution;


 


(j)                
any loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;


 


(k)              
any and all default notices received under or with respect to any leased location or public warehouse where Collateral
is located (which shall be delivered within two Business Days after receipt thereof);


 


(l)                
all material amendments to real estate leases, together with a copy of each such amendment;


 


(m)            
immediately after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim,
or other labor dispute affecting the Borrower, PHI or any of their respective Subsidiaries in a manner which could reasonably be
expected to have a Material Adverse Effect;


 


(n)              
concurrently with the delivery of each Borrowing Base Certificate, a listing of each Rate Management Transaction
or amendment to a Rate Management Transaction that such Loan Party has entered into since the date on which a Borrowing Base Certificate
was last delivered pursuant to Section 6.1(f), together with copies of all agreements evidencing such Rate Management Transactions
or amendments thereto;


 


(o)              
[Intentionally omitted];


 


(p)              
any circumstances that it reasonably believes may result in an assertion that a withdrawal under Title IV of ERISA
has occurred by any Loan Party or any member of its Controlled Group with respect to any Multiemployer Plan; and


 


(q)              
any other matter as the Agent may reasonably request.


 


6.4.           
Conduct of Business. Each Loan Party will:


 


(a)               
carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted;


 


(b)              
do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction
of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted; provided that nothing in this Section 6.4 shall prohibit any transaction permitted
by Section 6.18.


 






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(c)               
keep adequate books and records with respect to its business activities in which proper entries, reflecting all financial
transactions, are made in accordance with GAAP and on a basis consistent with the financial statements delivered to the Agent pursuant
to Section 4.1(m);


 


(d)              
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 from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements
thereto consistent with industry practices; and


 


(e)               
transact business only in such corporate and trade names as are set forth in Schedule 5.12 (as such schedule
may be amended or supplemented from time to time with prompt notification to the Agent of such amendment or supplement).


 


6.5.           
Taxes. Each Loan Party will timely file complete and correct U.S. federal and applicable foreign, state and
local Tax returns required by law and pay when due all Taxes upon it or its income, profits, Property or Collateral, except those
which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside
in accordance with GAAP. At any time that any Loan Party is organized as a limited liability company, each such limited liability
company will qualify for partnership tax treatment under U.S. federal tax law.


 


6.6.           
Payment of Indebtedness and Other Liabilities. Each Loan Party will pay or discharge when due all Material
Indebtedness permitted by Section 6.17 owed by such Loan Party and all other liabilities and obligations due to materialmen,
mechanics, carriers, warehousemen, and landlords, except that the Loan Parties may in good faith contest, by appropriate proceedings
diligently pursued, any such obligations; provided that, (a) adequate reserves have been set aside for such liabilities
in accordance with GAAP, (b) no Lien shall be imposed to secure payment of such liabilities that is superior to the Agent’s
Liens securing the Secured Obligations, (c) none of the Collateral becomes subject to forfeiture or loss as a result of the contest
and (d) such Loan Party shall promptly pay or discharge such contested liabilities, if any, and shall deliver to the Agent evidence
reasonably acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely
to such Loan Party or the conditions set forth in this proviso are no longer met.


 


6.7.           
Insurance; Weather Hedging.


 


(a)               
Each Loan Party shall at all times maintain, with CaptiveCo or financially sound and reputable carriers having a
Financial Strength rating of at least A- by A.M. Best Company, insurance against: (i) loss or damage by fire and loss in transit;
(ii) theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; (iii) general liability and (iv) and such
other hazards, as is customary in the business of such Loan Party. All such insurance shall be in amounts, cover such assets and
be under policies acceptable to the Agent in its Permitted Discretion. If any portion of any Material Real Property is at any time
located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “Special Flood Hazard
Area” with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower shall,
or shall cause the applicable Loan Party to (A) maintain, or cause to be maintained, with a financially sound and reputable insurer,
flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant
to the Flood Insurance Laws and (B) deliver to the Agent evidence of such compliance in form and substance reasonably acceptable
to the Agent. All premiums on such insurance shall be paid when due by the applicable Loan Party, and copies of the policies delivered
to the Agent. If any Loan Party fails to obtain any insurance as required by this Section, the Agent at the direction of the Required
Lenders may obtain such insurance at the Borrower’s expense. By purchasing such insurance, the Agent shall not be deemed
to have waived any Default or Unmatured Default arising from any Loan Party’s failure to maintain such insurance or pay any
premiums therefor. No Loan Party will use or permit any Property to be used in violation of applicable law or in any manner which
might render inapplicable any insurance coverage.


 






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(b)              
All insurance policies required under Section 6.7(a) shall name the Agent (for the benefit of the Agent and
the Lenders) as an additional insured or as loss payee, as applicable, and shall provide that, or contain loss payable clauses
or mortgagee clauses, in form and substance reasonably satisfactory to the Agent, which provide that:


 


(i)                
all proceeds thereunder with respect to any Collateral shall be payable to the Agent;


 


(ii)              
no such insurance shall be affected by any act or neglect of the insured or owner of the Property described in such
policy; and


 


(iii)            
such policy and loss payable clauses may be canceled, amended, or terminated only upon at least thirty days prior
written notice given to the Agent.


 


(c)               
The Borrower must give the Agent prior written notice of any change in insurance carriers and any new insurance policy
shall comply with the provisions of this Section 6.7 and otherwise be reasonably acceptable to the Agent. Without in any
way limiting the foregoing, in no event shall the Borrower change their insurance carrier without first obtaining a loss payable
endorsement in form and substance reasonably satisfactory to the Agent.


 


(d)              
Notwithstanding the foregoing, any insurance or condemnation proceeds received by the Loan Parties shall be immediately
forwarded to the Agent and the Agent may, at its option, apply any such proceeds to the reduction of the Obligations in accordance
with Section 2.16(d), provided that in the case of insurance proceeds pertaining to any Loan Party other than
the Borrower, such insurance proceeds shall be applied to the Loans owing by the Borrower. The Agent may permit or require any
Loan Party to use such money, or any part thereof, to replace, repair, restore or rebuild the Collateral in a diligent and expeditious
manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction. Notwithstanding
the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse
Effect and such insurance proceeds do not exceed $500,000 in the aggregate, upon the applicable Loan Party’s request, the
Agent shall permit such Loan Party to replace, restore, repair or rebuild the property; provided that, if such Loan Party
has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within ninety
days of such casualty, the Agent may apply such insurance proceeds to the Obligations in accordance with Section 2.16. All
insurance proceeds that are to be made available to the Borrower to replace, repair, restore or rebuild the Collateral shall be
applied by the Agent to reduce the outstanding principal balance of the Revolving Loans (which application shall not result in
a permanent reduction of the Aggregate Revolving Commitment) and upon such application, the Agent shall establish a Reserve against
the Borrowing Base in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Loan
Party that is not the Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account.
In either case, thereafter, such funds shall be made available to the applicable Loan Party to provide funds to replace, repair,
restore or rebuild the Collateral as follows:


 






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(i)                
the Borrower Representative, on behalf of the applicable Borrower, shall request a Revolving Loan or the Borrower
Representative, on behalf of the applicable Loan Party, shall request a release from the cash collateral account be made in the
amount needed;


 


(ii)              
so long as the conditions set forth in Section 4.2 have been met, the Lenders shall make such Revolving Loan
or the Agent shall release funds from the cash collateral account; and


 


(iii)            
in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such
insurance proceeds shall be reduced by the amount of such Revolving Loan.


 


(e)               
Each Loan Party shall maintain a program to hedge against business risks associated with weather as deemed appropriate
by its board of directors.


 


6.8.           
Compliance with Laws. Each Loan Party will comply with all laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws. Except with regard
to compliance with applicable Sanctions and Anti-Corruption Laws, this covenant shall be deemed not breached by a noncompliance
with the foregoing if, upon learning of such noncompliance, the affected Loan Parties promptly undertake reasonable efforts to
eliminate such noncompliance, and such noncompliance and the elimination thereof, in the aggregate with any other noncompliance
with any of the foregoing and the elimination thereof, could not reasonably be expected to have a Material Adverse Effect. Each
Loan Party will maintain and enforce policies and procedures designed to ensure compliance by Loan Parties, their Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


6.9.           
Maintenance of Properties and Intellectual Property Rights. Each Loan Party will do all things necessary to
(i) maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times
and (ii) obtain and maintain in effect at all times all material franchises, governmental authorizations, Intellectual Property
Rights, licenses and permits, which are necessary for it to own its Property or conduct its business as conducted on the Effective
Date.


 






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6.10.       
Inspection. Each Loan Party will permit the Agent and, at the expense of such Lender, any Lender, by their
respective employees, representatives and agents, from time to time upon two Business Days’ prior notice as frequently as
the Agent reasonably determines (in its Permitted Discretion) to be appropriate, to (a) inspect any of the Property, the Collateral,
and the books and financial records of such Loan Party, (b) examine, audit and make extracts or copies of the books of accounts
and other financial records of such Loan Party, (c) have access to its properties, facilities, the Collateral and its advisors,
officers, directors and employees to discuss the affairs, finances and accounts of such Loan Party and (d) review, evaluate and
make test verifications and counts of the Accounts, Inventory and other Collateral of such Loan Party (it being understood that
it is anticipated that the examinations referred to in clauses (a) through (d) of this Section 6.10 will be conducted once
per year, with up to two such examinations per year to be permitted at the Agent’s sole discretion). If a Default or an Unmatured
Default has occurred and is continuing or if Availability is less than 15.0% of the Aggregate Revolving Commitment, each Loan Party
shall provide such access to the Agent and to each Lender at all times and without advance notice. Furthermore, so long as any
Default has occurred and is continuing, each Loan Party shall provide the Agent and each Lender with access to its suppliers. Each
Loan Party shall promptly make available to the Agent and its counsel originals or copies of all books and records that the Agent
may reasonably request. The Loan Parties acknowledge that from time to time the Agent may prepare and may distribute to the Lenders
certain audit reports pertaining to the Loan Parties’ assets for internal use by the Agent and the Lenders from information
furnished to it by or on behalf of the Loan Parties, after the Agent has exercised its rights of inspection pursuant to this Agreement.


 


6.11.       
Appraisals. Whenever a Default or Unmatured Default exists or Availability is less than 15.0% of the Aggregate
Revolving Commitment, and at such other times as the Agent requests, the Loan Parties shall, at their sole expense, provide the
Agent with appraisals or updates thereof of their Inventory, Equipment, Customer Lists and real Property from an appraiser selected
and engaged by the Agent, and prepared on a basis, satisfactory to the Agent, such appraisals and updates to include, without limitation,
information required by applicable law and regulations and by the internal policies of the Lenders (it being understood and agreed
that appraisals with respect to Customer Lists shall be required on an annual basis).


 


6.12.       
Communications with Accountants. Each Loan Party executing this Agreement authorizes (a) the Agent and (b)
so long as a Default has occurred and is continuing, each Lender, to communicate directly with its independent certified public
accountants and authorizes and shall instruct those accountants and advisors to communicate to the Agent and each Lender information
relating to any Loan Party with respect to the business, results of operations and financial condition of any Loan Party.


 


6.13.       
Post-Closing Obligations with respect to Real Property; Mortgage Amendments, Collateral Access Agreements, etc.


 






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(a) The Loan Parties shall deliver to the Agent
by no later than the date that is 60 days after the Effective Date (or by such other date to which the Agent may agree in its sole
discretion), with respect to each parcel of owned real Property set forth on Schedule 5.23, each of the following (to the
extent customary or reasonably requested), in form and substance reasonably satisfactory to the Agent either:


 


(i) written or e-mail confirmation from
local counsel in the jurisdiction in which the real property subject to a Mortgage is located substantially to the effect that:
(x) the recording of the Existing Mortgage is the only filing or recording necessary to give constructive notice to third parties
of the lien created by such Existing Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced
by this Agreement and the other documents executed in connection herewith, for the benefit of the Lenders, and (y) no other documents,
instruments, filings, recordings, re-recordings, re-filings or other actions, including without limitation, the payment of any
mortgage recording taxes or similar taxes are necessary or appropriate under the applicable law in order to maintain the continued
enforceability, validity or priority of the lien created by such Existing Mortgage as security for the Secured Obligations, including
the Secured Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of
the Lenders; or


 


(ii) (A) an amendment to the Existing
Mortgage in any form and substance reasonably acceptable to the Agent;


 


(B) a “date-down” endorsement
to the existing title insurance policy for such parcel of real Property issued by the title company that issued such existing title
insurance policy, which endorsement shall update the effective date of such existing title insurance policy and amend the description
of the insured Existing Mortgage to include the amendment to such Existing Mortgage;


 


(C) evidence that the Borrower has
paid all premiums in respect of the endorsement to the existing title policy for such parcel of real Property, as well as all charges
for mortgage recording taxes and mortgage filing fees payable in connection with the recording of the amendment to the Existing
Mortgage or new Mortgage, as the case may be, covering such parcel of real Property, and all related expenses, if any; and


 


(D) such other information, opinions,
documentation, and certifications as may be reasonably required by the Agent.


 


(b)        If
requested by the Agent, each Loan Party shall use commercially reasonable efforts to obtain a Collateral Access Agreement from
the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor
or converter facility or other location where Collateral is stored or located, which agreement or letter shall provide access rights,
contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee or consignee may assert against
the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent. With respect
to such locations or warehouse space leased or owned as of the Effective Date and thereafter, if the Agent has not received a Collateral
Access Agreement as of the Effective Date (or, if later, as of the date such location is acquired or leased), the Eligible Inventory
at that location shall be subject to such Reserves as may be established by the Agent (in its Permitted Discretion). After the
Effective Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor
or converter under arrangements established after the Effective Date, unless and until, if requested by the Agent, a Collateral
Access Agreement reasonably satisfactory to the Agent shall first have been obtained with respect to such location (it being understood
that the Borrower shall provide the Agent with written notice prior to taking any such actions) and if it has not been obtained,
the Eligible Inventory at that location shall be subject to the establishment of Reserves reasonably acceptable to the Agent. Each
Loan Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased
location or third party warehouse where any Collateral is or may be located.


 






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6.14.       
Deposit Account Control Agreements. No later than the date that is 60 days after the Effective Date (or by
such other date to which the Agent may agree in its sole discretion), the Loan Parties will provide to the Agent a Deposit Account
Control Agreement duly executed on behalf of each financial institution holding a deposit account of a Loan Party as set forth
in the Security Agreement.


 


6.15.       
Additional Collateral; Further Assurances.


 


(a)               
Subject to applicable law, each Loan Party shall, unless the Required Lenders otherwise consent, (i) cause each Subsidiary
of the Parent (excluding any Foreign Subsidiary and CaptiveCo) to become or remain a Loan Party and a Guarantor and (ii) cause
each Subsidiary of the Parent (excluding any Foreign Subsidiary and CaptiveCo) formed or acquired after the Effective Date in accordance
with the terms of this Agreement to (1) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit
F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations
pursuant to the Guaranty.


 


(b)              
Upon the request of the Agent, each Loan Party shall (i) grant Liens to the Agent, for the benefit of the Agent and
the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments
as the Agent may request to perfect the Liens of the Agent in any Property of such Loan Party which constitutes Collateral (including
any real Property owned by any Loan Party that is currently subject to a Mortgage in favor of the Agent on the Effective Date but
excluding a Mortgage on all other parcels of real Property located in the U.S. owned by any Loan Party) and (ii) in connection
with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by Section 4.1 (as
applicable). Upon execution and delivery of such Loan Documents and other instruments, certificates, and agreements, each such
Person shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations
in such capacity under the Loan Documents.


 






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(c)               
Without limiting the foregoing, each Loan Party shall, and shall cause each of the Parent’s Subsidiaries which
is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and
delivered, to the Agent such documents and agreements, and shall take or cause to be taken such actions as the Agent may, from
time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.


 


(d)              
Notwithstanding anything herein to the contrary, and except for such real Property currently subject to a Mortgage
in favor of the Agent on the Effective Date, no Loan Party shall create, incur, assume or suffer to exist any Lien, mortgage, deed
of trust or similar instrument other than Permitted Liens upon any of its real Property, including any Material Real Property acquired
after the Closing Date.


 


6.16.       
Dividends.


 


(a)               
No Loan Party will declare or pay any dividends or make any distributions on its Capital Stock (other than dividends
or distributions payable in its own common stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock
at any time outstanding, except that (x) any Subsidiary may declare and pay dividends or make distributions to the Borrower or
PHI or to a Wholly-Owned Subsidiary of the Borrower or PHI, (y) so long as no Default or Unmatured Default then exists or would
result therefrom, if the Parent qualifies as a partnership for U.S. federal income tax purposes, it may pay dividends or make distributions
to its shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state
and U.S. federal income tax liabilities in respect of income allocated to such shareholders by the Parent and (z) so long as no
Default or Unmatured Default then exists or would result therefrom, the Borrower, PHI, Star Acquisitions, Inc. and their respective
Subsidiaries may pay dividends or make distributions to the Parent in an aggregate amount not to exceed $10,000,000 per Fiscal
Year solely to enable the Parent to pay, as the same becomes due and payable, its overhead expenses and any legal, accounting and
other professional fees and expenses it may incur. Notwithstanding the foregoing, any Loan Party may make any dividends or distributions
to its respective parent company (and the Parent may make any dividends or distributions to its equity owners) or redeem, repurchase
or otherwise acquire or retire any of its Capital Stock so long as (x) after giving pro forma effect thereto, Availability (with
any Suppressed Availability being included in each calculation of Availability pursuant to this clause (x)) was not less than 15%
of the Aggregate Revolving Commitment for any period of three consecutive days during the six-month period ending on the date on
which such dividends, distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock were made
and is not projected to be less than 15% of the Aggregate Revolving Commitment during the six-month period immediately after the
date on which such dividends, distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock
are made (with such projected Availability to be determined by reference to the average projected Availability on the last day
of each of the relevant six months) and (y) the Fixed Charge Coverage Ratio is not less than 1.15 to 1.00 after giving pro forma
effect to such distributions as if such distributions were paid on the first day of the relevant period; provided, however,
that (1) no Default or Unmatured Default then exists or would result therefrom and (2) the Borrower Representative has delivered
a certificate of an Authorized Officer attesting to the matters set forth in clauses (x) and (y) above and showing in reasonable
detail all calculations with respect thereto.


 






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(b)              
No Loan Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or
other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit
or require the consent of any Person with respect to the payment of dividends or distributions or the making or repayment of intercompany
loans by a Subsidiary of the Borrower or PHI to the Borrower or PHI, as applicable.


 


6.17.       
Indebtedness. No Loan Party will create, incur or suffer to exist any Indebtedness, except:


 


(a)               
the Obligations;


 


(b)              
Indebtedness existing on the date hereof and described in Schedule 5.21;


 


(c)               
purchase money Indebtedness incurred in connection with the purchase of any Equipment; provided that, the
amount of such purchase money Indebtedness shall be limited to an amount not in excess of the purchase price of such Equipment
and the aggregate of all such purchase money Indebtedness incurred in any Fiscal Year shall not exceed $10,000,000 at any time
outstanding;


 


(d)              
Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses
(b), (c), (g), (h) and (m) hereof; provided that, (i) other than with respect to any extension,
refinancing or renewal of the Indebtedness described in clause (m), the principal amount or interest rate of such Indebtedness
is not increased (except to the extent of the capitalization of transaction fees and expenses), (ii) any Liens securing such Indebtedness
are not extended to any additional Property of any Loan Party, (iii) no Loan Party or other Subsidiary that is not originally obligated
with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing
or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, or renewed
(and, with respect to the Indebtedness described in clause (m), such extension, refinancing or renewal has a maturity no earlier
than six months after the Facility Termination Date), (v) the terms of any such extension, refinancing, or renewal are not more
onerous to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced,
renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing,
renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Agent
and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;


 


(e)               
Indebtedness owing by any Loan Party, other than the Parent, to any other Loan Party with respect to intercompany
loans, provided further, that:


 






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(i)                
the applicable Loan Parties shall have executed and delivered to the other Loan Party, on the Effective Date, a demand
note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time
by any Loan Party to another Loan Party, which Intercompany Notes shall be in form and substance reasonably satisfactory to the
Agent and shall be pledged and delivered to the Agent pursuant to the Security Agreement as additional collateral security for
the Secured Obligations;


 


(ii)              
the Loan Parties shall record all intercompany transactions on their books and records in accordance with GAAP consistently
applied;


 


(iii)            
the obligations of the Loan Parties under any such Intercompany Notes shall be subordinated to the Obligations of
the Loan Parties hereunder in a manner reasonably satisfactory to the Agent;


 


(iv)            
at the time any such intercompany loan or advance is made by a Loan Party and after giving effect thereto, such Loan
Party shall be Solvent; and


 


(v)              
no Default or Unmatured Default would occur and be continuing after giving effect to any such proposed intercompany
loan;


 


(f)               
(i) Contingent Obligations (A) by endorsement of instruments for deposit or collection in the ordinary course of
business, (B) consisting of the Reimbursements Obligations and (C) consisting of the Guaranty and guarantees of Indebtedness incurred
for the benefit of any other Loan Party (other than the Parent) if the primary obligation is not prohibited elsewhere in this Agreement
and (ii) Indebtedness consisting of the excess of the benefit obligations of each Single Employer Plan over the fair market value
of the assets of each such Plan, so long as the amount of such Indebtedness for all such Single Employer Plans, determined as of
the most recent valuation date for each Plan using PBGC actuarial assumptions for single employer plan termination, does not, individually
or in the aggregate, create a Material Adverse Effect;


 


(g)              
Capitalized Lease Obligations which in the aggregate do not exceed $2,500,000 in any Fiscal Year;


 


(h)              
Indebtedness assumed in connection with any Permitted Acquisition; provided that, the aggregate amount of
Indebtedness assumed under this clause (h) shall not exceed $1,000,000 and provided further that, such Indebtedness
is not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and does not attach to any
asset of the Borrower, PHI or any of their respective Subsidiaries;


 


(i)                
Indebtedness arising under Rate Management Transactions, so long as such Rate Management Transactions (i) are entered
into to hedge or mitigate risks to which a Loan Party has actual exposure and (ii) are not entered into for investment or speculative
purposes;


 






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(j)                
unsecured Indebtedness in an amount not in excess of $150,000,000; provided that, after giving pro-forma effect
thereto, the Senior Secured Leverage Ratio, as of the date of the incurrence of such Indebtedness, shall be no greater than (i)
if such Indebtedness is incurred between April 1 and September 30 of any calendar year, 2.75 to 1.0, and (ii) if such Indebtedness
is incurred on any other date, 4.25 to 1.0;


 


(k)              
Parent Subordinated Debt;


 


(l)                
other unsecured Indebtedness in an amount not in excess of $25,000,000; and


 


(m)            
unsecured Indebtedness of Parent, the Borrower and their respective Subsidiaries evidenced by a Demand Note.


 


6.18.       
Merger. No Loan Party will merge or consolidate with or into any other Person, except that (a) any Subsidiary
of the Borrower or PHI may merge into the Borrower, PHI or a Wholly-Owned Subsidiary of the Borrower or PHI and (b) any Loan Party
(other than the Borrower) may merge with any other Loan Party.


 


6.19.       
Sale of Assets. No Loan Party will lease, sell or otherwise dispose of its Property (including any Capital
Stock owned by it) to any other Person, except:


 


(a)               
sales of Inventory in the ordinary course of business;


 


(b)              
the sale or other disposition of Equipment and the sale and/or leasing of real property that is obsolete or no longer
useful in such Loan Party’s business and having a book value not exceeding $10,000,000 in the aggregate in any Fiscal Year;
and


 


(c)               
the sale or disposition of other assets having a book value not exceeding a Substantial Portion in the aggregate
in any Fiscal Year.


 


The Net Cash Proceeds of any sale or disposition
permitted pursuant to this Section (other than pursuant to Section 6.19(a)) shall be delivered to the Agent as required
by Section 2.16 and applied to the Obligations as set forth therein.


 


6.20.       
Investments and Acquisitions. No Loan Party will (i) make or suffer to exist any Investments (including without
limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary,
(iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except:


 


(a)               
Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or
otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;


 


(b)              
Investments in Subsidiaries existing as of the Effective Date;


 






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(c)               
other Investments in existence on the Effective Date and described in Schedule 6.20;


 


(d)              
Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary
course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes
up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding;


 


(e)               
subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or
other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such
Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of
the bankruptcy or reorganization of such Account Debtor;


 


(f)               
additional Investments in Wholly-Owned Subsidiaries which are Loan Parties;


 


(g)              
Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a
Permitted Acquisition;


 


(h)              
other Investments not to exceed $10,000,000 in the aggregate at any time outstanding;


 


(i)                
Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining
and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment
in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such
Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary
holding such license shall be a Guarantor;


 


(j)                
Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and


 


(k)              
the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and
Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization
of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent,
the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which
amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the
Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in
the insurance industry and applicable laws, rules and regulations.


 






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6.21.       
Liens.


 


(a)               
No Loan Party will create, incur, or suffer to exist any Lien in, of, or on the Property of such Loan Party, except
the following (collectively, “Permitted Liens”):


 


(i)                
Liens for taxes, fees, assessments, or other governmental charges or levies on the Property of such Loan Party if
such Liens (1) shall not at the time be delinquent or (2) subject to the provisions of Section 6.6, do not secure obligations
in excess of $1,000,000, are being contested in good faith and by appropriate proceedings diligently pursued, adequate reserves
in accordance with GAAP have been set aside on the books of such Loan Party, and a stay of enforcement of such Lien is in effect;


 


(ii)              
Liens imposed by law, such as carrier’s, warehousemen’s, and mechanic’s Liens and other similar
Liens arising in the ordinary course of business which secure payment of obligations not more than ten days past due or which are
being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves shall have been set
aside on such Loan Party’s books;


 


(iii)            
statutory Liens in favor of landlords of real Property leased by such Loan Party; provided that, such Loan
Party is current with respect to payment of all rent and other amounts due to such landlord under any lease of such real Property;


 


(iv)            
Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age
pensions, or other social security or retirement benefits, or similar legislation or to secure the performance of bids, tenders,
or contracts (other than for the repayment of Indebtedness) or to secure indemnity, performance, or other similar bonds for the
performance of bids, tenders, or contracts (other than for the repayment of Indebtedness) or to secure statutory obligations (other
than liens arising under ERISA or Environmental Laws) or surety or appeal bonds, or to secure indemnity, performance, or other
similar bonds;


 


(v)              
Leases or subleases granted to others in the ordinary course of business, utility easements, building restrictions,
and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of
a similar character, which do not in any material way affect the marketability or impair the value of such real Property, which
do not interfere with the use thereof in the business of such Loan Party and which do not impair the ability of the Agent or the
Lenders to realize upon the Collateral;


 


(vi)            
Liens existing on the Effective Date and described in Schedule 6.21;


 






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(vii)          
Liens resulting from any extension, refinancing, or renewal of the related Indebtedness as permitted pursuant to
Section 6.17(d); provided that, the Liens evidenced thereby are not increased to cover any additional Property not
originally covered thereby;


 


(viii)        
Liens securing purchase money Indebtedness of such Loan Party permitted pursuant to Section 6.17(c); provided
that, such Liens attach only to the Property which was purchased with the proceeds of such purchase money Indebtedness;


 


(ix)            
Liens on property or assets (other than Accounts and Inventory) acquired pursuant to a Permitted Acquisition, or
on property or assets (other than Accounts and Inventory) of a Loan Party in existence at the time such Loan Party is acquired
pursuant to a Permitted Acquisition, provided that (1) any Indebtedness that is secured by such Liens is permitted under
Section 6.17, and (2) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted
Acquisition and do not attach to any asset of any other Loan Party;


 


(x)              
Liens in favor of the Agent granted pursuant to any Loan Document and Liens in respect of other Secured Obligations;


 


(xi)            
[Intentionally omitted];


 


(xii)          
any attachment or judgment Lien, unless the judgment it secures shall not, within 30 days after notice of the entry
thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 30
days after expiration of any such stay; and


 


(xiii)        
any beneficial interest granted by CaptiveCo in, and any contribution of assets to, any trust account established
for the benefit of a ceding insurance company pursuant to 11 NYCRR § 126.1 et seq. (Regulation 114 of the New York Insurance
Department) or any comparable law or regulation of the domiciliary jurisdiction of any insurance company ceding insurance business
to CaptiveCo.


 


(b)              
Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.21, other than
(1) clauses (i), (x) and (xi) above, may at any time attach to any Accounts of any Loan Party and (2) clauses (i)
through (iii), (x) and (xi) above, may at any time attach to any Inventory of any Loan Party.


 


(c)               
Other than as provided in the Loan Documents or in connection with the creation or incurrence of any Indebtedness
under Section 6.17(c), no Loan Party will enter into or become subject to any negative pledge or other restriction
on the right of such Loan Party to grant Liens to the Agent and the Lenders on any of its Property; provided that, any such
negative pledge or other restriction entered into in connection with the creation of Indebtedness under Section 6.17(c)
shall be limited to the Property securing such purchase money Indebtedness.


 






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6.22.       
Change of Name or Location; Change of Fiscal Year. No Loan Party shall (a) change its name as it appears in
official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business,
mailing address, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records
concerning the Collateral as set forth in the Security Agreement, (c) change the type of entity that it is for state law or income
tax purposes, (d) change its organization identification number, if any, issued by its state of incorporation or other organization
or (e) change its state of incorporation or organization, in each case, unless (1) the Agent shall have received at least thirty
days prior written notice of such change and (2) the Agent shall have acknowledged in writing that, either (i) such change will
not adversely affect the validity, perfection or priority of the Agent’s security interest in the Collateral, or (ii) any
reasonable action requested by the Agent in connection therewith has been completed or taken (including any action to continue
the perfection of any Liens in favor of the Agent, on behalf of Lenders, in any Collateral), provided that, any new location
shall be in the continental U.S. No Loan Party shall change its Fiscal Year. Notwithstanding the foregoing, the Parent may make
an election to be treated as a corporation or association for income tax purposes only without meeting the requirements of (1)
and (2) of this Section 6.22 provided that the Agent shall receive written notice of the election within 10 days of the
date such election was made and that the election will not materially increase the combined income tax liability of the Loan Parties.


 


6.23.       
Affiliate Transactions. No Loan Party will enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or transfer (including, without limitation, any payment
or transfer with respect to any fees or expenses for management services) to, any Affiliate which is not a Loan Party except in
the ordinary course of business and pursuant to the reasonable requirements of such Loan Party’s business and upon fair and
reasonable terms no less favorable to such Loan Party than such Loan Party would obtain in a comparable arms-length transaction;
provided that, solely for purposes of this Section 6.23, CaptiveCo shall be deemed to not be an Affiliate. No Loan
Party shall pay any amount in respect of Management Fees and Expenses; provided that, so long as no Default or Unmatured
Default then exists or would result therefrom (after giving pro forma effect thereto), the Parent may pay Management Fees and Expenses
to the General Partner pursuant to the Second Amended and Restated Agreement of Limited Partnership, as in effect on the date hereof.


 


6.24.       
Amendments to Agreements. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, amend,
modify, terminate or waive any of its rights under its articles of incorporation, charter, certificate of formation, by-laws, operating,
management or partnership agreement or other organizational document to the extent any such amendment, modification, termination
or waiver would be materially adverse to the Lenders.


 


6.25.       
Prepayment of Indebtedness; Subordinated Indebtedness.


 






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(a)               
No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium,
if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations;
(ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of; (iii)
Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; and (iv) Indebtedness that
is refinanced with Indebtedness permitted under Section 6.17 (d).


 


(b)              
No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders,
to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily
prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.


 


6.26.       
Financial Contracts. No Loan Party shall enter into or remain liable upon any Financial Contract, except for
Rate Management Transactions permitted by Section 6.17 and Section 6.33.


 


6.27.       
Capital Expenditures. The Loan Parties shall not expend, or be committed to expend, in excess of $15,000,000
for Capital Expenditures during any Fiscal Year in the aggregate for the Parent and its Subsidiaries; provided, however,
that the amount of permitted Capital Expenditures under this Section 6.27 only will be increased in any Fiscal Year by the amount,
if positive, equal to 50% of the difference between the Capital Expenditures limit specified in this Section 6.27 minus
the actual amount of any Capital Expenditures expended pursuant this Section 6.27 during the prior Fiscal Year (the “Carry
Over Amount”). Any Carry Over Amount may only be carried over to the next succeeding year.


 


6.28.       
Financial Covenants.


 


(a)               
On any date on which any Term Loans are outstanding, or any date thereafter on which Availability is less than 12.5%
of the Aggregate Revolving Commitment, the Borrower will not permit the Fixed Charge Coverage Ratio at any such time to be less
than 1.10 to 1.00; and


 


(b)              
If any Term Loans are outstanding on the last date of any Fiscal Quarter, the Borrower will not permit the Senior
Secured Leverage Ratio on such date to be more than (i) 3.0 to 1.0 as of June 30th or September 30th of any
Fiscal Year or (ii) 4.50 to 1.0 as of December 31st or March 31st of any Fiscal Year.


 


6.29.       
Depository Banks. Each Loan Party shall maintain either (a) the Agent or (b) any other financial institution
reasonably acceptable to the Agent that has executed and delivered to the Agent satisfactory control agreements, as such Loan Party’s
principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and
other deposit accounts for the conduct of its business.


 






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6.30.       
Real Property Purchases. Except as otherwise permitted in connection with a Permitted Acquisition, no Loan
Party shall purchase a fee simple ownership interest in real Property with an aggregate purchase price in excess of $2,000,000.


 


6.31.       
Sale of Accounts. No Loan Party will, nor will any Loan Party permit its Subsidiary to, sell or otherwise
dispose of any notes receivable or accounts receivable, with or without recourse.


 


6.32.       
Parent. The Parent shall not engage in any trade or business, or own any assets (other than the Capital Stock
of its Subsidiaries) or incur any Indebtedness (other than the Secured Obligations, its existing Indebtedness; provided
that the Parent may also (x) incur Indebtedness that is subordinated to the Obligations on terms satisfactory to the Agent in its
Permitted Discretion (“Parent Subordinated Debt”) and (y) incur Indebtedness pursuant to Section 6.17(l) to
the extent no principal payments are payable with respect thereto prior to the date which is six months after the Facility Termination
Date; provided further that, in the case of clauses (x) and (y) above, (i) the Net Cash Proceeds of such Parent Subordinated
Debt or other unsecured Indebtedness, as the case may be, are contributed to Petro as a common equity contribution, or as an intercompany
loan in accordance with Section 6.17(e), and (ii) the Parent has provided the Agent with all documents evidencing such Parent Subordinated
Debt or such other unsecured Indebtedness, as the case may be, at least 5 Business Days prior to the issuance or incurrence thereof.


 


6.33.       
Fixed Price Supply Contracts; Certain Policies.


 


(a)               
No Loan Party will at any time be a party or subject to any contract for the purchase or supply by such parties of
any product except where (i) the purchase price is set with reference to a spot index or indices substantially contemporaneously
with the delivery of such product or (ii) delivery of such product is to be made no more than 18 months after the purchase price
is agreed to (subject to appropriate hedging with respect to the delivery of such products in accordance with the hedging policies
of the relevant Loan Parties).


 


(b)              
No Loan Party will amend, modify or waive the hedging policy or supply inventory position policy referred to in Section
5.33, except that any Loan Party may enter into Commodity Hedging Agreements as permitted under the other provisions hereof.
Such Loan Party will provide the Agent and the Lenders with prompt written notice of any such new Commodity Hedging Agreement.
Subject to the foregoing exception, each Loan Party will comply in all material respects with such policies at all times.


 


6.34.       
CaptiveCo Loans and Claim Reimbursement.. Subject to the requirements and restrictions of applicable insurance
laws, rules and regulations, Parent or a Subsidiary of Parent shall cause CaptiveCo to (i) distribute cash and/or make loans (such
distributions and/or loans, the “CaptiveCo Loans”) evidenced by a Demand Note from Parent or its Subsidiaries
at times and in the maximum amounts as are customary and permitted under applicable laws, rules and regulations (which amount,
for the avoidance of doubt, shall be no greater than 50% of all assets of CaptiveCo, (ii) reimburse Parent or its Subsidiaries
for any payments made in respect of claims applicable to and covered by CaptiveCo within one month of any such payments being made
and (iii) engage solely in business activities that are customary for captive insurance companies in the insurance industry and
permitted under applicable laws, rules and regulations with respect thereto.


 






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ARTICLE
VII



DEFAULTS


 


The occurrence of any one or more of the following events shall constitute
a “Default” hereunder:


 


(a)               
any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Agent under
or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered
in connection with any of the foregoing shall be materially false on the date as of which made;


 


(b)              
(i) nonpayment, when due (whether upon demand or otherwise), of any principal owing under any of the Loan Documents
and (ii) nonpayment, within 2 days after it is due, of any interest, fee, Reimbursement Obligation or any other obligation owing
under any of the Loan Documents;


 


(c)               
the breach by any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3(a), 6.13, 6.14, 6.16
through 6.34;


 


(d)              
the breach by any Loan Party (other than a breach which constitutes a Default under another Section of this Article
VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15
of this Agreement which is not remedied within 10 days after the earlier of such breach or written notice from the Agent or any
Lender or (ii) any other Section of this Agreement which is not remedied within 20 days after the earlier of such breach or written
notice from the Agent or any Lender;


 


(e)               
failure of any Loan Party to pay when due any Material Indebtedness or a default, breach or other event occurs under
any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default,
event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness
Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material
Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall
be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior
to the stated maturity thereof; or any Loan Party shall not pay, or admit in writing its inability to pay, its debts generally
as they become due;


 


(f)               
any Loan Party shall (i) have an order for relief entered with respect to it under the Bankruptcy Code as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in,
the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any portion of its Property
which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Bankruptcy Code as
now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed
against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this
subsection (f) or (vi) fail to contest in good faith any appointment or proceeding described in subsection (g) below;


 






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(g)              
a receiver, trustee, examiner, liquidator or similar official shall be appointed for any Loan Party or any portion
of its Property which constitutes a Substantial Portion, or a proceeding described in subsection (f)(iv) of Article VII
shall be instituted against any Loan Party and such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of sixty consecutive days;


 


(h)              
any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control
of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so
condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which
any such action occurs, constitutes a Substantial Portion;


 


(i)                
any loss, theft, damage or destruction of any item or items of Collateral or other property of any Loan Party occurs
which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;


 


(j)                
any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders
for the payment of money in excess of $500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate,
or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested
in good faith by proper proceedings diligently pursued;


 


(k)              
any Change in Control shall occur;


 


(l)                
an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or
in the aggregate, could reasonably be expected to have a Material Adverse Effect;


 


(m)            
any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan
Party or any other Person of any Materials of Environmental Concern into the environment, or (ii) violate any Environmental Law,
which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse
Effect;


 






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(n)              
the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach
of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any
period of grace therein provided;


 


(o)              
the Guaranty or the partnership agreement of the Parent shall fail to remain in full force or effect or any action
shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the
Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such
effect;


 


(p)              
any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest
in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral
Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any
Collateral Document;


 


(q)              
any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance
with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage
in any action or inaction based on any such assertion, 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);


 


(r)                
the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall
at any time not be true and correct; or


 


(s)               
the Borrower, PHI or any of their respective Subsidiaries shall fail to pay when due any Operating Lease Obligation
in excess of $750,000.


 


ARTICLE
VIII



REMEDIES; WAIVERS AND AMENDMENTS


 


8.1.           
Remedies.


 


(a)               
If any Default occurs, the Agent may in its discretion (and at the written request of the Required Lenders, shall)
(i) reduce or terminate the Aggregate Revolving Commitment, Aggregate Term Commitment or the Commitment, (ii) reduce the advance
rates set forth in the definition of the Borrowing Base or reduce one or more of the other elements used in computing the Borrowing
Base, (iii) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC
Issuer to issue Facility LCs, (iv) declare all or any portion of the Obligations to be due and payable, whereupon such Obligations
shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower
hereby expressly waives, (v) upon notice to the Borrower Representative and in addition to the continuing right to demand payment
of all amounts payable under this Agreement, the Agent may either (1) make demand on the Borrower to pay, and the Borrower will,
forthwith upon such demand and without any further notice or act, pay to the Agent an amount, in immediately available funds (which
funds shall be held in the Facility LC Collateral Account), equal to 105% of the Collateral Shortfall Amount or (2) deliver a Supporting
Letter of Credit as required by Section 2.1.3(l), whichever the Agent may specify in its sole discretion, (vi) increase
the rate of interest applicable to the Loans and the LC Fees as set forth in this Agreement and (vii) exercise any rights and remedies
provided to the Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.


 






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(b)              
If any Default described in subsections (f) or (g) of Article VII occurs with respect to any Loan Party,
the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall
automatically terminate and all Obligations shall immediately become due and payable without any election or action on the part
of the Agent, the LC Issuer or any Lender and the Loan Parties will be and become thereby unconditionally obligated, without any
further notice, act or demand, to pay to the Agent an amount equal to 105% of the Collateral Shortfall Amount, which funds shall
be deposited in the Facility LC Collateral Account.


 


(c)               
If, within thirty days after acceleration of the maturity of the Obligations or termination of the obligations of
the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default
(other than any Default as described in subsections (f) or (g) of Article VII with respect to the Borrower) and before
any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their
sole discretion) shall so direct, the Agent shall, by notice to the Borrower Representative, rescind and annul such acceleration
and/or termination.


 


(d)              
If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such
time is greater than zero, the Agent may make demand on the Borrower (upon notice to the Borrower Representative) to pay, and the
Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent an amount equal to 105% of the
Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. The Borrower hereby pledges,
assigns, and grants to the Agent, on behalf of and for the benefit of the Agent, the Lenders, and the LC Issuer, a security interest
in all of the Borrower’s right, title, and interest in and to all funds which may from time to time be on deposit in the
Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations.


 






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(e)               
The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, first,
apply such funds to the payment of the Obligations (other than the Obligations with respect to the Term Loans) and any other amounts
as shall from time to time have become due and payable by the Borrower to the Revolving Lenders or the LC Issuer under the Loan
Documents and second, apply such funds to the payment of the Obligations with respect to the Term Loans and any other amounts
as shall from time to time have become due and payable by the Borrower to the Term Lenders under the Loan Documents.


 


(f)               
At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through
the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured
Obligations have been indefeasibly paid in full and the Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.


 


8.2.           
Waivers by Loan Parties. Except as otherwise provided for in this Agreement or by applicable law, each Loan
Party waives: (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 the Agent on which any
Loan Party may in any way be liable, and hereby ratifies and confirms whatever the Agent may do in this regard, (b) all rights
to notice and a hearing prior to the Agent’s taking possession or control of, or to the Agent’s replevy, attachment
or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing the Agent to exercise
any of its remedies, and (c) the benefit of all valuation, appraisal, marshaling and exemption laws.


 


8.3.           
Amendments.


 


(a)               
Subject to the provisions of this Section 8.3, no amendment, waiver or modification of any provision of this
Agreement or any other Loan Document, and no consent with respect to any departure by any Loan Party therefrom, shall be effective
unless the same shall be in writing and signed by the Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Loan Parties and then any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given; provided, however, that no such amendment, waiver or modification
shall (A) (i) include additional categories of Collateral in the Borrowing Base if such inclusion would increase Availability,
(ii) increase the amount to be added to the calculation of the Borrowing Base pursuant to clause (e) of the definition thereof
or (iii) modify any Eligibility Definition if such modification would increase Availability, in each case, without the prior written
consent of the Revolving Lenders in the aggregate holding at least 75% of the Aggregate Revolving Commitments or, if the Aggregate
Revolving Commitments have been terminated, Lenders in the aggregate holding at least 75% of the Aggregate Revolving Credit Exposure,
(B) increase the percentage advance rates set forth in the definition of Borrowing Base without the prior written consent of each
Revolving Lender, (C) amend the definition of “Excess Cash Flow” (and its component definitions) or the provisions
of Section 2.16(e) without the consent of the Required Term Lenders or (D) amend the provisions of Section 4.2 (to
the extent such amendment relates solely to conditions precedent to Credit Extensions other than Term Loans) without the consent
of the Required Revolving Lenders.


 






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(b)              
Notwithstanding subsection (a) above, no such amendment, waiver or other modification with respect to this
Agreement shall


 


(i)                
without the consent of each Lender directly affected thereby:


 


(A)             
extend the final maturity of any Loan to a date after the Facility Termination Date;


 


(B)             
postpone any regularly scheduled payment of principal of any Loan or reduce or forgive all or any portion of the principal
amount of any Loan or any Reimbursement Obligation or reduce the amount or extend the payment date for, the mandatory payments
required under Article II (other than Section 2.16(e));


 


(C)             
reduce the rate or extend the time of payment of interest or fees payable to the Lenders pursuant to any Loan Document;


 


(D)             
extend the Facility Termination Date;


 


(E)              
increase the amount of the Commitment of any Lender hereunder (other than pursuant to Section 12.3); or


 


(F)              
amend this Section 8.3; and


 


(ii)              
without the consent of all of the Lenders:


 


(A)             
change Section 2.19 hereof in any manner that would alter the sharing of payments required thereunder;


 


(B)             
reduce the percentage or number of Lenders specified in the definition of Required Lenders, Required Revolving Lenders or
Required Term Lenders or eliminate or reduce the voting rights of any Lender under this Section 8.3;


 


(C)             
permit any Loan Party to assign its rights under this Agreement;


 


(D)             
release all or substantially all of the Guarantors; or


 


(E)              
except as provided in any Collateral Document, release all or substantially all of the Collateral.


 






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(c)               
No amendment of any provision of this Agreement relating to the Agent or to the Non-Ratable Loans, the Swingline
Loans, the Overadvances or the Protective Advances shall be effective without the written consent of the Agent. No amendment of
any provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer. The Agent may (i) amend
Schedule I to reflect assignments entered into pursuant to Section 12.3 and (ii) waive payment of the fee required
under Section 12.3(c) without obtaining the consent of any other party to this Agreement.


 


(d)              
If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring
the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders is not obtained (any
such Lender whose consent is not obtained being referred to herein as a “Non-Consenting Lender”), then, so long
as the Agent is not a Non-Consenting Lender, the Borrower may elect to replace such Non-Consenting Lender as a Lender party to
this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably
satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations
due to the Non-Consenting Lender pursuant to an Assignment Agreement (provided that, if such purchase is otherwise made
in accordance with the terms hereof, the Agent may, in its sole discretion, deem such purchase to have been made pursuant to an
Assignment Agreement without requiring the execution of an Assignment Agreement by any party, and each party hereto hereby agrees
for all purposes hereunder and under the other Loan Documents that such purchase shall be deemed to have been effected pursuant
to an executed Assignment Agreement in respect of such purchased amount and each Person that would have otherwise been required
to be a party thereto shall be bound by the provisions thereof) and to become a Lender for all purposes under this Agreement and
to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of
Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds
on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by
the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting
Lender under Sections 3.1, 3.2 and 3.5, and (2) an amount, if any, equal to the payment which would have been due
to such Lender on the day of such replacement under Section 3.4 had the Loans of such Non-Consenting Lender been prepaid
on such date rather than sold to the replacement Lender.


 


(e)               
Notwithstanding the foregoing, any provision of this Agreement or any other Credit Document may be amended by an
agreement in writing entered into by the Borrower and the Agent to (x) cure any ambiguity, omission, mistake, defect or inconsistency
(as reasonably determined by the Agent and the Borrower) and (y) effect administrative changes of a technical or immaterial nature
(including to effect changes to the terms and conditions applicable solely to the LC Issuers in respect of issuances of Letters
of Credit)


 


8.4.           
Preservation of Rights. No delay or omission of the Lenders, the LC Issuer or the Agent to exercise any right
under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and
the making of a Credit Extension notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions
precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such
right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the
Lenders required pursuant to Section 8.3, and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the LC Issuer and
the Lenders until the Obligations have been paid in full.


 






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ARTICLE
IX



GENERAL PROVISIONS


 


9.1.           
Survival of Representations. All representations and warranties of the Loan Parties contained in this Agreement
and the other Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Credit Extensions
herein contemplated.


 


9.2.           
Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, neither the
LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided
by any applicable statute or regulation.


 


9.3.           
Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern
the interpretation of any of the provisions of the Loan Documents.


 


9.4.           
Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Loan Parties,
the Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings among the Loan Parties, the Agent
and the Lenders relating to the subject matter thereof other than those contained in the Fee Letter which shall survive and remain
in full force and effect during the term of this Agreement.


 


9.5.           
Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several
and not joint and no Lender shall be the partner or agent of any other lender (except to the extent to which the Agent is authorized
to act as administrative agent for the Lenders hereunder). The failure of any Lender to perform any of its obligations hereunder
shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided
however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections
9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions
on its own behalf and in its own name to the same extent as if it were a party to this Agreement.


 






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9.6.           
Expenses; Indemnification


 


(a)               
Expenses. The Borrower shall reimburse the Agent and the Arrangers for any costs, internal charges and reasonable
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees
of the Agent) paid or incurred by the Agent or the Arrangers in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet or through a service such as IntraLinks), review, amendment,
modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arrangers, the LC
Issuer and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges
of attorneys for the Agent, the Arrangers, the LC Issuer and the Lenders, which attorneys may be employees of the Agent, the Arrangers,
the LC Issuer or the Lenders) paid or incurred by the Agent, the Arrangers, the LC Issuer or any Lender in connection with the
collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without
limitation, costs and expenses incurred in connection with:


 


(i)                
appraisals of all or any portion of the Collateral, including each parcel of real Property or interest in real Property,
Machinery or Equipment described in any Collateral Document, which appraisals shall be in conformity with the applicable requirements
of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title XI of FIRREA, and any rules promulgated to implement
such provisions (including reasonable travel, lodging, meals and other out of pocket expenses);


 


(ii)              
field examinations and audits and the preparation of Reports at the Agent’s then customary charge, plus
reasonable travel, lodging, meals and other out of pocket expenses;


 


(iii)            
any amendment, modification, supplement, consent, waiver or other documents prepared with respect to any Loan Document
and the transactions contemplated thereby;


 


(iv)            
lien and title searches and title insurance;


 


(v)              
taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other
actions to perfect, protect, and continue the Agent’s Liens (including costs and expenses paid or incurred by the Agent in
connection with the consummation of the Agreement);


 


(vi)            
sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party
fails to pay or take;


 


(vii)          
any litigation, contest, dispute, proceeding or action (whether instituted by Agent, the LC Issuer, any Lender, any
Loan Party or any other Person and whether as to party, witness or otherwise) in any way relating to the Collateral, the Loan Documents
or the transactions contemplated thereby; and


 






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(viii)        
costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and
maintaining the Funding Account and lock boxes, and costs and expenses of preserving and protecting the Collateral.


 


The foregoing shall not be construed
to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrower. All of the foregoing
costs and expenses may be charged to the Borrower’s Funding Account as Revolving Loans or to another deposit account, all
as described in Section 2.18(b).


 


(b)              
Indemnification. The Borrower hereby further agrees to indemnify the Agent, the Arrangers, the LC Issuer,
each Lender, their respective Affiliates, and each of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor
whether or not the Agent, the Arrangers, the LC Issuer, any Lender or any Affiliate is a party thereto) which any of them may pay
or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct
or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they
are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.


 


9.7.           
Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall be furnished
to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders.


 


9.8.           
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted
and all accounting determinations hereunder shall be made in accordance with GAAP in a manner consistent with that used in preparing
the financial statements referred to in Section 5.5. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and the Borrower (through the Borrower Representative), the Agent
or the Required Lenders shall so request the Agent, the Lenders and the Loan Parties shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required
Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and the Borrower shall provide to the Agent and the Lenders reconciliation statements showing the
difference in such calculation, together with the delivery of monthly, quarterly and annual financial statements required hereunder.


 


9.9.           
Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable,
or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction,
and to this end the provisions of all Loan Documents are declared to be severable.


 






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9.10.       
Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer
and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arrangers, the LC Issuer nor
any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arrangers, the LC Issuer nor any
Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any
phase of any Loan Party’s business or operations. The Loan Parties agree that neither the Agent, the Arrangers, the LC Issuer
nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by
any Loan Party in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful
misconduct of the party from which recovery is sought. Neither the Agent, the Arrangers, the LC Issuer nor any Lender shall have
any liability with respect to, and each Loan Party hereby waives, releases and agrees not to sue for, any special, indirect, consequential
or punitive damages suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents
or the transactions contemplated thereby.


 


9.11.       
Confidentiality. The Agent and each Lender agrees to hold any confidential information which it may receive
from the Borrower in connection with this Agreement in confidence, except for disclosure (a) to its Affiliates and to the Agent
and any other Lender and their respective Affiliates, (b) to legal counsel, accountants, and other professional advisors to such
Lender or to a Transferee or proposed Transferee, (c) to regulatory officials, (d) to any Person as requested pursuant to or as
required by law, regulation, or legal process, (e) to any Person in connection with any legal proceeding to which it is a party,
(f) to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional
advisors to such counterparties, (g) permitted by Section 12.4, (h) to rating agencies if requested or required by such
agencies in connection with a rating relating to the Credit Extensions hereunder and (i) in connection with the exercise of any
remedy hereunder or under any other Loan Document. Without limiting Section 9.4, the Borrower agrees that the terms of this
Section 9.11 shall set forth the entire agreement between the Borrower and each Lender (including the Agent) with respect to any
confidential information previously or hereafter received by such Lender in connection with this Agreement, and this Section
9.11 shall supersede any and all prior confidentiality agreements entered into by such Lender with respect to such confidential
information.


 


9.12.       
Nonreliance. Each Lender hereby represents that it is not relying on or looking to any Margin Stock for the
repayment of the Credit Extensions provided for herein.


 


9.13.       
Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that Chase and/or its Affiliates
from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates. In addition, each Loan Party and each Lender hereby acknowledges that Chase and/or its Affiliates may also
purchase certain equity interests in one or more Loan Parties, make a subordinated loan to the Borrower and receive a warrant from
the Borrower, invest in a fund that has invested debt or equity directly or indirectly in one or more Loan Parties and/or act as
a financial or other advisor, placement or similar agent or underwriter for one or more Loan Parties.


 






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9.14.       
USA PATRIOT ACT. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance
with the Act.


 


9.15.       
Acknowledgement and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion
Powers of an EEA 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 an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA 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 EEA Financial
Institution, its parent entity, 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 any EEA Resolution Authority.


 


ARTICLE
X



THE AGENT


 


10.1.       
Appointment; Nature of Relationship. Chase is hereby appointed by each of the Lenders as its contractual representative
(referred to in this Section 10.1 in such capacity as the “Agent”) hereunder and under each other Loan Document
(including, without limitation, as “Collateral Agent” under each of the Collateral Documents), and each of the
Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions
contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed
that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document
and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set
forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Agent
(a) does not hereby assume any fiduciary duties to any of the Lenders, (b) is a “representative” of the Lenders within
the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (c) is acting as an
independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other
Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory
of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.


 






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10.2.       
Powers. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated
to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have
no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Agent.


 


10.3.       
General Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable
to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other
Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.


 


10.4.       
No Responsibility for Credit Extensions, Recitals, etc. Neither the Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor
to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of
items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default;
(e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing
furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any Collateral;
or (g) the financial condition of any Loan Party, any Guarantor or any Affiliate of any Loan Party.


 


10.5.       
 Action on Instructions of the Lenders. The Agent shall in all cases be fully protected in acting, or in refraining
from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders,
and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders
hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant
to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required
Lenders. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document
unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense
that it may incur by reason of taking or continuing to take any such action.


 






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10.6.       
Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under
any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except
as to money or securities received by the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between
the Agent and the Lenders and all matters pertaining to the Agent’s duties hereunder and under any other Loan Document.


 


10.7.       
Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper or document believed by it (in its Permitted
Discretion) to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal
matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent. For purposes of determining
compliance with the conditions specified in Sections 4.1 and 4.2, each Lender that has signed this Agreement 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 a Lender unless the Agent shall have received written notice
from such Lender prior to the applicable date specifying its objection thereto.


 


10.8.       
Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably
in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments
immediately prior to such termination) (a) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement
by the Borrower under the Loan Documents, (b) for any other expenses incurred by the Agent on behalf of the Lenders, in connection
with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation,
for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of
the Lenders) and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents
or of any such other documents, provided that, no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the
Obligations and termination of this Agreement.


 


10.9.       
Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Unmatured Default hereunder unless the Agent has received written notice from a Lender, the Borrower or the Borrower Representative
referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default.”
In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders; provided,
that, the Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable
to the Agent’s gross negligence or willful misconduct.


 






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10.10.   
Rights as a Lender. In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender and may exercise the same
as though it were not the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is
a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition
to those contemplated by this Agreement or any other Loan Document, with any Loan Party in which such Loan Party is not restricted
hereby from engaging with any other Person, all as if Chase were not the Agent and without any duty to account therefor to Lenders.
Chase and its Affiliates may accept fees and other consideration from any Loan Party for services in connection with this Agreement
or otherwise without having to account for the same to Lenders. The Agent in its individual capacity, is not obligated to remain
a Lender.


 


10.11.   
Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the
Agent, the Arrangers or any other Lender and based on the financial statements prepared by the Loan Parties and such other documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other
Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arrangers 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 and the other Loan Documents. Except for any notice, report,
document, credit information or other information expressly required to be furnished to the Lenders by the Agent or Arrangers hereunder,
neither the Agent nor the Arrangers shall have any duty or responsibility (either initially or on a continuing basis) to provide
any Lender with any notice, report, document, credit information or other information concerning the affairs, financial condition
or business of the Borrower or any of its Affiliates that may come into the possession of the Agent or Arrangers (whether or not
in their respective capacity as Agent or Arrangers) or any of their Affiliates.


 


10.12.   
Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the
Borrower Representative, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has
been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such resignation the
Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor
Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent’s giving notice of
its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding
the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates
which is a commercial bank as a successor Agent hereunder. If the Agent has resigned and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to
be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial
bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the resigning Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged
from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent,
the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted
to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor
to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12,
then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of
the new Agent.


 






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10.13.   
Delegation to Affiliates. The Borrower and the Lenders agree that the Agent may delegate any of its duties
under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees)
which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and
other protective provisions to which the Agent is entitled under Articles IX and X.


 


10.14.   
Execution of Loan Documents. Each Lender agrees that any action taken by the Agent or the Required Lenders
in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Agent or the Required Lenders
of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto,
shall be binding upon all of the Lenders. The Lenders acknowledge that all of the Obligations hereunder constitute one debt, secured
pari passu by all of the Collateral.


 


10.15.   
Collateral Matters.


 


(a)               
The Lenders hereby irrevocably authorize the Agent, at its option and in its Permitted Discretion, to release any
Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments, payment and satisfaction
in full in cash of all Obligations (other than Unliquidated Secured Obligations), and the cash collateralization of all Unliquidated
Secured Obligations in a manner satisfactory to each affected Lender (in its Permitted Discretion), (ii) constituting Property
being sold or disposed of if the Loan Party disposing of such Property certifies to the Agent that the sale or disposition is made
in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting Property in which no Loan Party has at any time during the term of this Agreement owned any interest, (iv) constituting
property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement,
(v) owned by or leased to any Loan Party which is subject to a purchase money security interest or which is the subject of a Capitalized
Lease, in either case, entered into by such Loan Party pursuant to Section 6.17(c), (vi) as required to effect any sale
or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Section
8.1, (vii) of any Unrestricted Subsidiary upon the designation of any subsidiary as an Unrestricted Subsidiary by the Borrower
in accordance with the terms of this Agreement or (viii) constituting real property in a “special flood hazard area”.
Upon request by the Agent at any time, the Lenders will promptly confirm in writing the Agent’s authority to release any
Liens upon particular types or items of Collateral pursuant to this Section 10.15. Except as provided in the preceding sentence,
the Agent will not release any Liens on any Substantial Portion of the Collateral without the prior written authorization of the
Required Lenders.


 






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(b)              
Upon receipt by the Agent of any authorization required pursuant to Section 10.15(a) from the Required
Lenders of the Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least 2 Business
Days prior written request by the Loan Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to), as soon
thereafter as practicable, execute such documents as may be necessary to evidence the release of its Liens upon such Collateral;
provided that, (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s
opinion (in its Permitted Discretion), would expose the Agent to liability or create any obligation or entail any consequence other
than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect,
or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in
respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.


 


(c)               
The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned
by the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Liens granted to the Agent therein
have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority,
or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising,
any of the rights, authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents; provided
that, no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent.


 






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(d)              
Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected
only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify
the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise
deal with such Collateral in accordance with the Agent’s instructions.


 


(e)               
Each Lender hereby agrees as follows: (a) such Lender is deemed to have requested that the Agent furnish such Lender,
promptly after it becomes available, a copy of each Report prepared by or on behalf of the Agent; (b) such Lender expressly agrees
and acknowledges that neither Chase nor the Agent (i) makes any representation or warranty, express or implied, as to the completeness
or accuracy of any Report or any of the information contained therein, or (ii) shall be liable for any information contained in
any Report; (c) such Lender expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that
the Agent, Chase, or any other party performing any audit or examination will inspect only specific information regarding the Loan
Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’
personnel and that Chase undertakes no obligation to update, correct or supplement the Reports; (d) such Lender agrees to keep
all Reports confidential and strictly for its internal use, not share the Report with any Loan Party and not to distribute any
Report to any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of
any other indemnification provision contained in this Agreement, such Lender agrees (i) that neither Chase nor the Agent shall
be liable to such Lender or any other Person receiving a copy of the Report for any inaccuracy or omission contained in or relating
to a Report, (ii) to conduct its own due diligence investigation and make credit decisions with respect to the Loan Parties based
on such documents as such Lender deems appropriate without any reliance on the Reports or on the Agent or Chase, (iii) to hold
the Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion
the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender
has made or may make to the Loan Parties, or the indemnifying Lender’s participation in, or the indemnifying Lender’s
purchase of, any Obligations and (iv) to pay and protect, and indemnify, defend, and hold the Agent and any such other Person
preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including
reasonable attorney fees) incurred by the Agent and any such other Person preparing a Report as the direct or indirect result of
any third parties who might obtain all or part of any Report through the indemnifying Lender.


 


10.16.   
Co-Agents, Co-Syndication Agents, Co-Documentation Agents, etc. Neither any of the Lenders identified in this
Agreement as a “co-agent” nor any Co-Syndication Agent or Co-Documentation Agent shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes
the same acknowledgments with respect to such Lenders as it makes with respect to the Agent in Section 10.11.


 






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10.17.   
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, the Agent and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)                
such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more
Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


(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, the Letters of Credit, the Commitments and this Agreement,
and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,


 


(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, the Letters of Credit, the Commitments and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
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, the Letters of Credit, the Commitments and this Agreement,
or


 


(iv)            
such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion,
and such Lender.


 


(b)              
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has not provided another representation, warranty and covenant as provided in 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, the Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that:


 






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(i)                
none of the Agent or any of its respective Affiliates is a fiduciary with respect to the assets of such Lender (including
in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents
related to hereto or thereto),


 


(ii)              
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within
the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser,
a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case
as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)            
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating
investment risks independently, both in general and with regard to particular transactions and investment strategies (including
in respect of the obligations),


 


(iv)            
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under
ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible
for exercising independent judgment in evaluating the transactions hereunder, and


 


(v)              
no fee or other compensation is being paid directly to the Agent or any of its respective Affiliates for investment
advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.


 


(c)               
The Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice,
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain
if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest
in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,
utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar
to the foregoing.


 






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ARTICLE
XI



SETOFF; RATABLE PAYMENTS


 


11.1.       
Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any
Loan Party becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender
or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of
the Secured Obligations then due and owing to such Lender, whether or not the Secured Obligations, or any part thereof, shall then
be due; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap
Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations
of such Guarantor.


 


11.2.       
Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Credit Exposure
(other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Credit Exposure
held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Credit Exposure.
If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral
or other protection for its Secured Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to respective
Pro Rata Share of the Aggregate Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate
further adjustments shall be made.


 


ARTICLE
XII



BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


 


12.1.       
Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to
the benefit of the Loan Parties and the Lenders and their respective successors and assigns permitted hereby, except that (a) the
Loan Parties shall not have the right to assign their rights or obligations under the Loan Documents without the prior written
consent of each Lender, (b) any assignment by any Lender must be made in compliance with Section 12.3, and (c) any transfer
by Participation must be made in compliance with Section 12.2. Any attempted assignment or transfer by any party not made
in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as
a participation in accordance with Section 12.2. The parties to this Agreement acknowledge that clause (b) of this Section
12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests,
including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement
and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion
of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided however,
that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which
made any Credit Extension or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies
with Section 12.3; provided however, that the Agent may in its discretion (but shall not be required to) follow instructions
from the Person which made any Credit Extension or which holds any Note to direct payments relating to such Credit Extension or
Note to another Person. Any assignee of the rights to any Credit Extension or any Note agrees by acceptance of such assignment
to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the
time of making such request or giving such authority or consent is the owner of the rights to any Credit Extension (whether or
not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights
to such Credit Extension.


 






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12.2.       
Participations


 


(a)               
Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”)
participating interests in any Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to
a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Credit
Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable
by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower
and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under the Loan Documents.


 


(b)              
Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant,
any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver which
would (i) require the consent of such Lender pursuant to the terms of Section 8.3(b) or (ii) (A) modify any Eligibility
Definition or (B) include additional categories of Collateral in the Borrowing Base which, in either case, would increase Availability,
and which would require the consent of such Lender pursuant to the terms of Section 8.3(a) or of any other Loan Document.


 






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(c)               
Benefit of Certain Provisions. Each Loan Party agrees that each Participant shall be deemed to have the right
of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to
the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents,
provided that, each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of
participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising
the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.
The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3,
provided that, (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2
or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such
interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the
Borrower Representative or to the extent such entitlement to receive a greater payment results from an adoption of or any change
in any law or in the interpretation or application thereof that occurs after the Participant acquired the applicable participation,
and (ii) any Participant not incorporated under the laws of the U.S. or any state thereof agrees to comply with the provisions
of Section 3.5 to the same extent as if it were a Lender. Each Lender that sells a participation shall 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 hereunder (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register to any person except to the extent such disclosure
is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Treasury
Regulation Section 5f.103-1(c). 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, the Agent shall have no responsibility
for maintaining a Participant Register.


 


12.3.       
Assignments


 


(a)               
Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (other than
the Parent, its Subsidiaries or their respective Affiliates) (“Purchasers”) all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit G (an “Assignment
Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an
Approved Fund shall either be in an amount equal to the entire applicable Commitment and Credit Extensions of the assigning Lender
or (unless each of the Borrower Representative and the Agent otherwise consents) be in an aggregate amount not less than $5,000,000.
The amount of the assignment shall be based on the Commitment or outstanding Credit Extensions (if the Commitment has been terminated)
subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade
Date” is specified in the assignment.


 






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(b)              
Consents. The consent of the Borrower Representative shall be required prior to an assignment becoming effective
unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that, the consent of the Borrower
Representative shall not be required if a Default has occurred and is continuing. The consent of each of the Agent and the LC Issuer
shall be required prior to an assignment becoming effective. Any consent required under this Section 12.3(b) shall not be
unreasonably withheld or delayed.


 


(c)               
Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with
any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing
such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date
specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to
the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable
Assignment Agreement constitutes “plan assets” (within the meaning of the Plan Asset Regulations) and that the rights
and interests of the Purchaser in and under the Loan Documents will not be “plan assets” (within the meaning of the
Plan Asset Regulations). On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be
a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights
and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor
Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent
or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled
to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the
Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of
any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall,
if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new
Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement
Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant
to such assignment.


 






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(d)              
Register. The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of
its offices in the U.S. 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, and principal amounts (and stated interest) of the Credit Extensions owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall
be conclusive, and the Borrower, the 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 the Borrower and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 


12.4.       
Dissemination of Information. Each Loan Party authorizes each Lender to disclose to any Participant or Purchaser
or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective
Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Loan Parties, including
without limitation any information contained in any Reports; provided that, each Transferee and prospective Transferee agrees
to be bound by Section 9.11 of this Agreement.


 


12.5.       
Tax Treatment. If any interest in any Loan Document is transferred to any Transferee which is not incorporated
under the laws of the U.S. or any state thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness
of such transfer, to comply with the provisions of Section 3.5(d); provided that in the case of a Participant, any
forms will be provided directly to the transferor Lender rather than the Borrower.


 


12.6.       
Assignment by LC Issuer. Notwithstanding anything contained herein, if at any time an LC Issuer assigns all
of its Commitment and Loans pursuant to Section 12.3, such LC Issuer may, upon thirty days’ notice to the Borrower
Representative and the Lenders, resign as an LC Issuer. In the event of any such resignation as an LC Issuer, the Borrower Representative
shall be entitled to appoint from among the Lenders a successor LC Issuer hereunder; provided however, that no failure
by the Borrower Representative to appoint any such successor shall affect the resignation of such LC Issuer as an LC Issuer. If
an LC Issuer resigns as an LC Issuer, it shall retain all the rights and obligations of an LC Issuer hereunder with respect to
the Facility LCs outstanding as of the effective date of its resignation as an LC Issuer and all LC Obligations with respect thereto
(including the right to require the Lenders to make Revolving Loans or fund risk participations in outstanding Reimbursement Obligations
pursuant to Section 2.1.2(d)).


 


ARTICLE
XIII



NOTICES


 


13.1.       
Notices; Effectiveness; Electronic Communications.


 


(a)               
Notices Generally. Except in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier
as follows:


 






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(i)                
if to any Loan Party, at its address or telecopier number set forth on the signature page hereof;


 


(ii)              
if to the Agent, at its address or telecopier number set forth on the signature page hereof;


 


(iii)            
if to the LC Issuer, at its address or telecopier number set forth on the signature page hereof;


 


(iv)            
if to a Lender, to it at its address or telecopier number set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic
communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)              
Electronic Communications. Notices and other communications to the Lenders and the LC Issuer hereunder may
be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures
approved by the Agent or as otherwise determined by the Agent, provided that, the foregoing shall not apply to notices to
any Lender or the LC Issuer pursuant to Article II if such Lender or the LC Issuer, as applicable, has notified the Agent
that it is incapable of receiving notices under such Article by electronic communication. The Agent or any Loan Party may, in its
respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it or as it otherwise determines, provided that such determination or approval may be limited to
particular notices or communications. Notwithstanding the foregoing, in every instance, the Borrower Representative shall be required
to provide paper copies of the Compliance Certificates required by Section 6.1(e) to the Agent.


 


Unless the Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is not given during the normal business hours
of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business
Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website address therefor.


 






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13.2.       
Change of Address, Etc.. Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.


 


ARTICLE
XIV



COUNTERPARTS


 


This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement
by signing any such counterpart. This Agreement shall be effective when it has been executed by the Loan Parties, the Agent, the
LC Issuer and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.


 


ARTICLE
XV



GUARANTY


 


15.1.       
Guaranty. Each Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor
and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated
maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including,
without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel
and paralegals) and expenses paid or incurred by the Agent, the LC Issuer and the Lenders in endeavoring to collect all or any
part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Guarantor or any other guarantor
of all or any part of the Secured Obligations (other than with respect to any Guarantor, any Excluded Swap Obligations of such
Guarantor) (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to
or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal.


 


15.2.       
Guaranty of Payment. This Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any
right to require the Agent, the LC Issuer or any Lender to sue the Borrower, any Guarantor, any other guarantor, or any other person
obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing
all or any part of the Guaranteed Obligations.


 


15.3.       
No Discharge or Diminishment of Guaranty.


 


(a)               
Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason
(other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:


 






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(i)                
any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the
Guaranteed Obligations, by operation of law or otherwise;


 


(ii)              
any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other
person liable for any of the Guaranteed Obligations;


 


(iii)            
any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or
any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or
discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed
Obligations; or


 


(iv)            
the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower,
any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether
in connection herewith or in any unrelated transactions.


 


(b)              
The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or
termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise,
or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor
of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.


 


(c)               
Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:


 


(i)                
the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with
respect to all or any part of the Guaranteed Obligations;


 


(ii)              
any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;


 


(iii)            
any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower
for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of
the Guaranteed Obligations;


 


(iv)            
any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any
part of the Guaranteed Obligations;


 






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(v)              
any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations,
or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or
that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment
in full in cash of the Guaranteed Obligations).


 


15.4.       
Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense
based on or arising out of any defense of the Borrower or any Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any Guarantor, other than the indefeasible
payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for
herein, as well as any requirement that at any time any action be taken by any person against the Borrower, any Guarantor, any
other guarantor of any of the Guaranteed Obligations, or any other person. The Agent may, at its election, foreclose on any Collateral
held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower, any Guarantor, any other guarantor
or any other person liable on any part of the Guaranteed Obligations or exercise any other right or remedy available to it against
the Borrower, any Guarantor, any other guarantor or any other person liable on any of the Guaranteed Obligations, without affecting
or impairing in any way the liability of such Guarantor under this Guaranty except to the extent the Guaranteed Obligations have
been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense
arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other guarantor or any
other person liable on any of the Guaranteed Obligations, as the case may be, or any security.


 


15.5.       Rights
of Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification that it has against the Borrower, any Guarantor, any person liable on the Guaranteed Obligations,
or any collateral, until the Loan Parties and the Guarantors have fully performed all their obligations to the Agent, the LC Issuer
and the Lenders and the Commitments have been terminated.


 


15.6.       
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations
is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise,
each Guarantor’s obligations under this Guaranty with respect to that payment shall be reinstated at such time as though
the payment had not been made and whether or not the Agent, the LC Issuer and the Lenders are in possession of this Guaranty. If
acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization
of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed
Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the Lender.


 






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15.7.       
Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Guaranty, and agrees that neither
the Agent, the LC Issuer nor any Lender shall have any duty to advise any Guarantor of information known to it regarding those
circumstances or risks.


 


15.8.       
Taxes. All payments of the Guaranteed Obligations will be made by each Guarantor free and clear of and without
deduction for or on account of Taxes. If any Guarantor or the Agent is required by law to deduct any Taxes from or in respect of
any sum payable to the Lenders under this Guaranty, (a) if such Tax is an Indemnified Tax, the sum payable must be increased as
necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision)
the Lenders receive an amount equal to the sum it would have received had no such deductions been made, (b) the Guarantors or the
Agent must then make such deductions, and must pay the full amount deducted to the relevant authority in accordance with applicable
law, and (c) the Guarantors must furnish to the Agent as promptly as possible but in any case within forty-five days after their
due date certified copies of all official receipts evidencing payment thereof.


 


15.9.       
Severability. The provisions of this Guaranty are severable, and in any action or proceeding involving any
state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guaranty, then, notwithstanding
any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors
or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such
action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”.
This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lenders to
the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other person or entity shall have any
right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations
of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations
may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting
the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase
any Guarantor’s obligations hereunder beyond its Maximum Liability.


 


15.10.   
Contribution. In the event any Guarantor (a “Paying Guarantor”) shall make any payment
or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure
its obligations under this Guaranty, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to
such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Pro Rata Share” of such payment or payments
made, or losses suffered, by such Paying Guarantor. For purposes of this Article XV, each Non-Paying Guarantor’s “Pro
Rata Share” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such
payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without
giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s
Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrower
after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors
hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make,
any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate
amount of all monies received by such Guarantors from the Borrower after the date hereof (whether by loan, capital infusion or
by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Guaranteed
Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive
any contribution under this Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment
in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Agent, the LC Issuer, the Lenders
and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.


 






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15.11.   
Lending Installations. The Guaranteed Obligations may be booked at any Lending Installation. All terms of
this Guaranty apply to and may be enforced by or on behalf of any Lending Installation.


 


15.12.   
Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article XV is in addition
to and shall be cumulative with all liabilities of each Loan Party to the Agent, the LC Issuer and the Lenders under this Agreement
and the other Loan Documents to which such Loan Party is a party or in respect of any obligations of liabilities of the other Loan
Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.


 


15.13.   
Discharge of Guaranty Upon Certain Events. If a Guarantor is designated as an Unrestricted Subsidiary in accordance
with the provisions of this Agreement or the Capital Stock of any Guarantor is sold in accordance with the provisions of this Agreement
such that the Guarantor is no longer a direct or indirect Subsidiary of the Borrower, then in each case the Guaranty of such Guarantor
and any subsidiary of such Guarantor that is a Guarantor hereunder shall automatically be discharged and released.


 


15.14.   
Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its
obligations under this guarantee in respect of any Swap Obligation (provided, however, that each Qualified Keepwell
Provider shall only be liable under this Section 15.14 for the maximum amount of such liability that can be hereby incurred
without rendering its obligations under this Section 15.14, or otherwise under this guarantee, voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified
Keepwell Provider under this Section 15.14 shall remain in full force and effect until all of the Secured Obligations have
been indefeasibly paid and performed in full (or with respect to any outstanding Facility LCs, a cash deposit or Supporting Letter
of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral
Agent or the Lenders which would give rise to any Secured Obligations are outstanding. Each Qualified Keepwell Provider intends
that this Section 15.14 constitute, and this Section 15.14 shall be deemed to constitute, a “keepwell, support,
or other agreement” or the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 






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ARTICLE
XVI



CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


 


16.1.       
CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION)
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS.


 


16.2.       
CONSENT TO JURISDICTION. EACH LOAN PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH LOAN PARTY HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS
AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST THE AGENT, THE
LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTION WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK.


 


16.3.       
WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 






    	140



    


    

 


ARTICLE
XVII



THE BORROWER REPRESENTATIVE


 


17.1.       
Appointment; Nature of Relationship. PHI is hereby appointed by the
Borrower as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and
under each other Loan Document, and the Borrower irrevocably authorizes the Borrower Representative to act as the contractual representative
of the Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative
agrees to act as such contractual representative upon the express conditions contained in this Article XVII. Additionally, the
Borrower hereby appoints the Borrower Representative as its agent to receive all of the proceeds of the Loans in the Funding Account,
at which time the Borrower Representative shall promptly disburse such Loans to the Borrower. The Agent and the Lenders, and their
respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or the Borrower for any
action taken or omitted to be taken by the Borrower Representative or the Borrower pursuant to this Section 17.1.


 


17.2.       
Powers. The Borrower Representative shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together
with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrower,
or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to
be taken by the Borrower Representative.


 


17.3.       
Employment of Agents. The Borrower Representative may execute any of
its duties as the Borrower Representative hereunder and under any other Loan Document by or through Authorized Officers.


 


17.4.       
Notices. The Borrower shall immediately notify the Borrower Representative
of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives
such a notice, the Borrower Representative shall give prompt notice thereof to the Agent and the Lenders. Any notice provided to
the Borrower Representative hereunder shall constitute notice to the Borrower on the date received by the Borrower Representative.


 


17.5.       
Successor Borrower Representative. Upon the prior written consent of
the Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor
Borrower Representative. The Agent shall give prompt written notice of such resignation to the Lenders.


 


17.6.       
Execution of Loan Documents; Borrowing Base Certificate. The Borrower
hereby empowers and authorizes the Borrower Representative, on behalf of the Borrower, to execute and deliver to the Agent and
the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate
to effect the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates and the Compliance
Certificates. The Borrower agrees that any action taken by the Borrower Representative or the Borrower in accordance with the terms
of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein
or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrower.


 






    	141



    


    

 


17.7.       
Reporting. The Borrower hereby agrees that it shall furnish promptly
to the Borrower Representative a copy of any certificate or report required hereunder or requested by the Borrower Representative
on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificates required
pursuant to the provisions of this Agreement.


 


ARTICLE
XVIII



Effect of Amendment and Restatement of Existing Credit AGREEMENT


 


On the
Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge
and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise,
do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing
Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations”
are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this
Agreement.


 


[Signature Pages Follow]


 


 


 


 


 


 


 


 






    	142



    


    

 


IN WITNESS WHEREOF, the Loan Parties, the Lenders,
the LC Issuer and the Agent have executed this Agreement as of the date first above written.


 





	 	BORROWER:	 
	 	 	 	 
	 	PETROLEUM HEAT AND POWER CO., INC.
	 	 	 	 
	 	By:	/S/ RICHARD F. AMBURY	 
	 	 	 	 
	 	Name:	Richard F. Ambury	 
	 	 	 	 
	 	Title:	Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	OTHER LOAN PARTIES:	 
	 	 	 	 
	 	A.P. WOODSON COMPANY	 
	 	CFS LLC	 
	 	Champion Energy LLC	 
	 	COLUMBIA PETROLEUM	 
	 	   TRANSPORTATION, LLC	 
	 	GRIFFITH ENERGY SERVICES, INC.	 
	 	GRIFFITH-ALLIED TRUCKING, LLC	 
	 	Hoffman Fuel Company of Bridgeport
	 	Hoffman Fuel Company of Danbury
	 	MEENAN HOLDINGS LLC	 
	 	MEENAN OIL LLC	 
	 	Milro GROUP LLC	 
	 	MINNWHALE LLC	 
	 	ORTEP OF PENNSYLVANIA, INC.	 
	 	PETRO HOLDINGS, INC.	 
	 	PETRO PLUMBING CORPORATION
	 	PETRO, INC.	 
	 	REGIONOIL PLUMBING, HEATING AND COOLING CO., INC.
	 	RICHLAND PARTNERS, LLC	 
	 	Rye Fuel Company	 
	 	STAR ACQUISITIONS, INC.	 
	 	STAR GAS FINANCE COMPANY	 
	 	 	 	 
	 	 	 	 
	 	By:	/S/ RICHARD F. AMBURY	 
	 	 	 	 
	 	Name:	Richard F. Ambury	 
	 	 	 	 
	 	Title:	Chief Financial Officer	 







 






    


    


    



 





	 	STAR GROUP, L.P.	 
	 	 	 	 
	 	By: KESTREL HEAT, LLC, its General Partner
	 	 	 	 
	 	By: 	/S/ RICHARD F. AMBURY	 
	 	 	 	 
	 	Name: 	Richard F. Ambury	 
	 	 	 	 
	 	Title: 	Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	MEENAN OIL CO., L.P.	 
	 	 	 	 
	 	By: MEENAN OIL LLC, its General Partner
	 	 	 	 
	 	By: 	/S/ RICHARD F. AMBURY	 
	 	 	 	 
	 	Name: 	Richard F. Ambury	 
	 	 	 	 
	 	Title: 	Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	NOTICE ADDRESS FOR LOAN PARTIES:
	 	9 West Broad Street	 
	 	Stamford, CT 06902	 







 


 






    


    


    

 


 





	 	LENDERS:	 
	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as Agent, an LC Issuer and Lender
	 	 	 	 	 
	 	By: 	/S/ DONNA DiFORIO	 
	 	 	 	 	 
	 	Name: 	Donna DiForio	 
	 	 	 	 	 
	 	Title: 	Authorized Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	925 Westchester Avenue, 3rd Floor
	 	White Plains, NY 10604
	 	 	 	 	 
	 	Attention:	Donna DiForio	 
	 	Telephone:	914-993-7967	 
	 	Facsimile:	914-949-4871	 







 


 


 


 






    


    


    

 





	 	BANK OF AMERICA, N.A.,	 
	 	as Co-Syndication Agent, an LC Issuer and Lender
	 	 	 	 
	 	By: 	/S/ MATTHEW T. O’KEEFE	 
	 	 	 	 
	 	Name: 	Matthew T. O’Keefe	 
	 	 	 	 
	 	Title: 	Senior Vice President 	 
	 	 	 	 
	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 
	 	100 Federal Street	 
	 	MA5-11-09-12	 
	 	Boston, MA 02110	 
	 	 	 	 
	 	Attention:	 
	 	Telephone:	 
	 	Facsimile:	 
	 	Email:	 







 


 


 


 






    


    


    

 


 





	 	CITIZENS BANK, N.A.,	 
	 	as Co-Syndication Agent and Lender
	 	 	 	 	 
	 	By: 	/S/ DONALD A. WRIGHT 	 
	 	 	 	 	 
	 	Name: 	Donald A. Wright	 
	 	 	 	 	 
	 	Title: 	SVP	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	28 State Street	 
	 	MS 1505	 	 
	 	Boston, MA 02109	 
	 	 	 	 	 
	 	Attention:	Donald A. Wright
	 	Telephone:	617-994-7058	 
	 	Email:	Donald.A.Wright@citizensbank.com




 


 






    


    


    

 





	 	KEYBANK NATIONAL ASSOCIATION,
	 	as Lender	 	 
	 	 	 	 	 
	 	By: 	/S/ JONATHAN ROE	 
	 	 	 	 	 
	 	Name: 	Jonathan Roe	 
	 	 	 	 	 
	 	Title: 	Vice President 	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	KeyBank National Association	 
	 	127 Public Square	 
	 	Mailcode:	OH-01-13-1300
	 	 	 	Cleveland, OH 44134
	 	 	 	 	 
	 	Attention:	Jonathan Roe	 
	 	Telephone:	216-689-3342	 
	 	Facsimile:	216-689-8470	 







 


 


 


 


 






    


    


    

 


 





	 	REGIONS BANK,	 
	 	as Lender	 
	 	 	 	 	 
	 	By: 	/s/ BRUCE KASPER	 
	 	 	 	 	 
	 	Name: 	Bruce Kasper	 
	 	 	 	 	 
	 	Title: 	Managing Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	250 Park Avenue, 6th Floor	 
	 	 	 	 	 
	 	Attention:	Bruce Kasper
	 	Telephone:	212-935-2215
	 	Facsimile:	212-935-7458







 


 


 


 


 


 


 


 



    


    


    




 





	 	WELLS FARGO BANK, N.A.,
	 	as Lender	 	 
	 	 	 	 	 
	 	By: 	/s/MARIA QUINTANILLA	 
	 	 	 	 	 
	 	Name: 	Maria Quintanilla	 
	 	 	 	 	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	2450 Colorado Avenue, Suite 3000W
	 	Santa Monica, CA 90404	 
	 	 	 	 	 
	 	Attention:	Maria Quintanilla
	 	Telephone:	310-453-6567	 







 


 


 


 


 


 


 


 


 






    


    


    

 


 





	 	BMO HARRIS BANK, N.A.,
	 	as Lender	 
	 	 	 	 	 
	 	By: 	/S/ KIMBERLY PTAK	 
	 	 	 	 	 
	 	Name: 	Kimberly Ptak	 
	 	 	 	 	 
	 	Title: 	Authorized Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	111 W. Monroe, Floor 20 East
	 	Chicago, IL 60603	 
	 	 	 	 	 
	 	Attention:	Kimberly Ptak
	 	Telephone:	312-461-6596
	 	Facsimile:	 	 







 


 


 


 


 



    


    


    




 


 


 





	 	PNC BANK, N.A.,	 
	 	as Lender	 
	 	 	 	 	 
	 	By: 	/S/ MATTHEW LEIGHTON	 
	 	 	 	 	 
	 	Name: 	Matthew Leighton	 
	 	 	 	 	 
	 	Title: 	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	340 Madison Ave, 11fl	 
	 	New York, NY 10173	 
	 	 	 	 	 
	 	Attention:	Marc Hansen	 
	 	Telephone:	212-752-6043
	 	Facsimile:	 	 







 


 


 


 


 


 


 


 






    


    


    

 


 





	 	TD BANK, N.A.,	 
	 	as Lender	 
	 	 	 	 	 
	 	By: 	/s/ VIJAY PRASAD	 
	 	 	 	 	 
	 	Name: 	Vijay Prasad	 
	 	 	 	 	 
	 	Title: 	Senior Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	444 Madison Ave., Floor 2	 
	 	New York, NY 10022	 
	 	 	 	 	 
	 	Attention:	Vijay Prasad	 
	 	Telephone:	646-652-1427
	 	Facsimile:	212-308-0486







 


 


 


 


 


 


 


 






    


    


    

 





	 	CITIBANK,	 
	 	as Lender	 
	 	 	 	 
	 	By: 	/S/ PETER F. CRISPINO	 
	 	 	 	 
	 	Name: 	Peter F. Crispino	 
	 	 	 	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 
	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 
	 	Citibank, N.A.	 
	 	601 Lexington Avenue, 21st Floor
	 	NY, NY 10022	 
	 	 	 	 
	 	Telephone:	 
	 	Facsimile:	 







 





 


 






    


    


    

 





	 	ISRAEL DISCOUNT BANK OF NEW YORK,
	 	as Lender	 
	 	 	 	 	 
	 	By:	/S/ DIONNE S. RICE	 
	 	 	 	 	 
	 	Name:	Dionne S. Rice	 
	 	 	 	 	 
	 	Title:	First Vice President	 
	 	 	 	 	 
	 	By:	/s/ RICHARD MILLER	 
	 	 	 	 	 
	 	Name:	Richard Miller	 
	 	 	 	 	 
	 	Title:	Senior Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	Israel Discount Bank of New York
	 	511 Fifth Ave.	 
	 	New York, NY	 
	 	 	 	 	 
	 	Attention:	Dionne S. Rice
	 	Telephone:	(212) 551-8174
	 	Facsimile:	(212) 551-8857







 


 






    


    


    

 


 


 





	 	WEBSTER BUSINESS CREDIT CORPORATION,
	 	as Lender	 
	 	 	 	 	 
	 	By: 	/S/ CHRIS MAGNANTE	 
	 	 	 	 	 
	 	Name: 	Chris Magnante	 
	 	 	 	 	 
	 	Title: 	Vice President 	 
	 	 	 	 	 
	 	 	 	 	 
	 	NOTICE ADDRESS:	 
	 	 	 	 	 
	 	360 Lexington Avenue	 
	 	New York, NY 10017	 
	 	 	 	 	 
	 	Attention:  	Petro Account Officer – Chris Magnante   
	 	Telephone: 	860-612-5441	 
	 	Facsimile: 	860-612-2918	 







 


 


 


 


 


 


 


 





	[Signature Page to Fourth Amended and Restated Credit Agreement]