Form 8-K
8-K — PLAINS GP HOLDINGS LP
Accession: 0001104659-26-075189
Filed: 2026-06-17
Period: 2026-06-12
CIK: 0001581990
SIC: 4610 (PIPE LINES (NO NATURAL GAS))
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2618136d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2618136d1_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2618136d1_8k.htm · Sequence: 1
false
0001581990
PLAINS GP HOLDINGS LP
0001581990
2026-06-12
2026-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2026
Plains GP Holdings, L.P.
(Exact name of registrant as specified in its charter)
Delaware
1-36132
90-1005472
(State
or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
333 Clay Street,
Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code: 713-646-4100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of
each exchange on which registered
Class A Shares
PAGP
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item
1.01 Entry into a Material Definitive Agreement.
Senior Unsecured Revolving
Credit Facility
On
June 12, 2026, Plains All American Pipeline, L.P. (“PAA”), a subsidiary of Plains GP Holdings, L.P. (the “Registrant”),
entered into an unsecured Credit Agreement (the “Revolving Credit Agreement”), among PAA, Plains Marketing, L.P., a Texas
limited partnership (“PMLP”), and Plains Canada Liquid Pipelines ULC, a British Columbia unlimited liability company (“PCLP”),
as Borrowers; certain subsidiaries of PAA from time to time party thereto, as Designated Borrowers; Bank of America, N.A., as Administrative
Agent and Swing Line Lender; Bank of America, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as L/C
Issuers; and the other Lenders party thereto (terms used but not defined in this description of the Revolving Credit Agreement have the
meanings assigned to them in the Revolving Credit Agreement).
The Revolving
Credit Agreement replaces (a) PAA’s Credit Agreement dated as of August 20, 2021, as amended to date, among PAA and PCLP, as Borrowers;
certain subsidiaries of PAA from time to time party thereto, as designated borrowers; Bank of America, N.A., as Administrative Agent and
Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C
Issuers; and the other Lenders party thereto (as amended, the “Existing Revolving Credit Agreement”) and (b) PMLP’s
Fourth Amended and Restated Credit Agreement dated as of August 20, 2021, as amended to date, among PMLP and PCLP, as Borrowers; PAA,
as guarantor; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase
Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (as amended, the “Hedged
Inventory Facility”).
The committed
borrowing capacity under the Revolving Credit Agreement is $2.7 billion, up to $800 million of which is available for the issuance
of letters of credit and up to $225 million of which is available for swing line loans. The committed amount may be increased at
the option of PAA to $4.0 billion, subject to, among other terms and conditions, obtaining additional or increased lender commitments.
Further, the Revolving Credit Agreement permits each Canadian subsidiary of PAA that is then designated as a Designated Borrower to obtain
advances in Canadian or U.S. dollars and Letters of Credit, up to an aggregate outstanding principal amount of the U.S. dollar equivalent
of $1.0 billion. Payment Obligations of each Designated Borrower are guaranteed by PAA. The Revolving Credit Agreement has a scheduled
maturity date of June 12, 2031 and provides for one or more one-year extensions subject to applicable lender approval and other terms
and conditions set forth in the Revolving Credit Agreement.
Borrowings
under the Revolving Credit Agreement accrue interest based, at the applicable Borrower’s election, on either Term SOFR, the Base
Rate, the Canadian Term Rate or the Canadian Prime Rate, in each case, plus an applicable margin. Fees on issued Letters of Credit accrue
at the applicable margin for Term SOFR Loans and Canadian Term Rate Loans, and a commitment fee accrues at an applicable margin. The applicable
margin used in connection with interest rates and fees is based on PAA’s credit rating at the applicable time.
The Revolving
Credit Agreement contains representations and warranties and events of default that are customary for investment grade, senior unsecured
commercial bank credit agreements. In addition, the Revolving Credit Agreement contains various covenants limiting PAA’s or certain
of its subsidiaries’ ability to, among other things:
· grant liens on their principal property or equity interests in subsidiaries of PAA;
· incur indebtedness, including capital leases;
· sell substantially all of our assets or enter into a merger or consolidation; and
· engage in transactions with affiliates.
In addition,
the Revolving Credit Agreement prohibits the declaration or making of distributions on, or purchases or redemptions of, PAA’s equity
interests if any Default or Event of Default has occurred and is continuing or, immediately after giving effect thereto, would result
therefrom.
The financial
covenant in the Revolving Credit Agreement, tested on a quarterly basis, limits Consolidated Funded Indebtedness to adjusted Consolidated
EBITDA to no greater than 5.00 to 1.00, which increases to 5.50 to 1.00 during an Acquisition Period.
A
default under the Revolving Credit Agreement would permit the Lenders to terminate their commitments and to accelerate the maturity of
the outstanding debt.
The above description of the Revolving Credit Agreement
is qualified in its entirety by the terms of the Revolving Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On June 12, 2026, in conjunction with the closing of the Revolving
Credit Agreement, PAA, PCLP and PMLP, as applicable, repaid in full and terminated all outstanding obligations under (i) the Existing
Revolving Credit Agreement and (ii) the Hedged Inventory Facility.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 is incorporated
by reference herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
10.1
Credit Agreement dated as of June 12, 2026, among Plains All American Pipeline, L.P., Plains Marketing, L.P. and Plains Canada Liquid Pipelines ULC, as Borrowers; certain subsidiaries of Plains All American Pipeline, L.P. from time to time party thereto, as Designated Borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PLAINS GP HOLDINGS, L.P.
By: PAA GP Holdings LLC, its general partner
Date: June 17, 2026
By:
/s/ Sharon S. Spurlin
Name:
Sharon S. Spurlin
Title:
Senior Vice President and Treasurer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2618136d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Execution Copy
Published Deal CUSIP Number:
726504AQ6
Published Revolver CUSIP Number:
726504AR4
CREDIT AGREEMENT
DATED AS OF JUNE 12, 2026
among
PLAINS ALL AMERICAN PIPELINE, L.P., PLAINS
MARKETING, L.P.,
PLAINS CANADA LIQUID PIPELINES ULC and
CERTAIN SUBSIDIARIES OF PLAINS ALL AMERICAN
PIPELINE, L.P.
From Time to Time Party Hereto
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent and Swing Line Lender,
BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as L/C Issuers,
The Other Lenders Party Hereto,
PNC BANK, NATIONAL ASSOCIATION and WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agents,
BANK OF MONTREAL, THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH,
BARCLAYS BANK PLC, CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH,
CITIBANK, N.A., COBANK, ACB, FIFTH THIRD BANK,
NATIONAL ASSOCIATION,
JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD.,
MORGAN STANLEY SENIOR FUNDING, INC., MUFG
BANK, LTD., REGIONS BANK,
ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING
CORPORATION,
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
TRUIST BANK and
U.S. BANK NATIONAL ASSOCIATION,
as Documentation Agents
BOFA SECURITIES, INC.,
PNC BANK, NATIONAL ASSOCIATION, WELLS FARGO
SECURITIES, LLC,
BMO CAPITAL MARKETS, THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH,
BARCLAYS BANK PLC, CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH,
CITIBANK, N.A., COBANK ACB, FIFTH THIRD BANK,
NATIONAL ASSOCIATION,
JPMORGAN CHASE BANK, N.A, MIZUHO BANK, LTD.,
MORGAN STANLEY SENIOR FUNDING, INC., MUFG
BANK, LTD., REGIONS BANK,
ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING
CORPORATION,
TD SECURITIES (USA) LLC, TRUIST SECURITIES, INC.
and U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Book Managers
Senior Unsecured
Revolving Credit Facility
TABLE
OF CONTENTS
Section
Page
Article I. DEFINITIONS AND ACCOUNTING TERMS
1
1.01
Defined Terms
1
1.02
Other Interpretive Provisions
34
1.03
Accounting Terms
35
1.04
Rounding
36
1.05
Times of Day
36
1.06
Exchange Rates; Currency Equivalents
36
1.07
Letter of Credit Amounts
37
1.08
Interest Rates; Licensing
37
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS
38
2.01
Committed Loans
38
2.02
Borrowings, Conversions and Continuations of Committed Loans
38
2.03
Letters of Credit
40
2.04
Swing Line Loans
52
2.05
Prepayments
55
2.06
Termination or Reduction of Commitments
56
2.07
Repayment of Loans
56
2.08
Interest
57
2.09
Fees
58
2.10
Computation of Interest and Fees
58
2.11
Evidence of Debt
59
2.12
Payments Generally; Administrative Agent’s Clawback
59
2.13
Sharing of Payments by Lenders
62
2.14
Extension of Maturity Date
62
2.15
Designated Borrower
64
2.16
Increase in Commitments
65
2.17
Cash Collateral
67
2.18
Defaulting Lenders
68
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
71
3.01
Taxes
71
3.02
Illegality
75
3.03
Inability to Determine Rates
76
3.04
Increased Costs; Reserves on Canadian Term Rate Loans
80
3.05
Compensation for Losses
82
3.06
Mitigation Obligations; Replacement of Lenders
82
3.07
Survival
83
i
Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
83
4.01
Conditions Precedent to Initial Credit Extension
83
4.02
Conditions to all Credit Extensions
85
Article V. REPRESENTATIONS AND WARRANTIES
86
5.01
Existence, Qualification and Power
86
5.02
Authorization; No Contravention
86
5.03
Governmental Authorization; Other Consents
86
5.04
Binding Effect
86
5.05
Financial Statements; No Material Adverse Effect
87
5.06
Litigation
87
5.07
Environmental Compliance
87
5.08
ERISA Compliance
88
5.09
Margin Regulations; Investment Company Act
88
5.10
Disclosure
88
5.11
Compliance with Laws
88
5.12
OFAC
89
5.13
Anti-Corruption Laws
89
5.14
Affected Financial Institution
89
Article VI. AFFIRMATIVE COVENANTS
89
6.01
Financial Statements
89
6.02
Certificates; Other Information
90
6.03
Notices
92
6.04
Payment of Taxes, Etc.
92
6.05
Preservation of Existence, Etc.
92
6.06
Maintenance of Properties
92
6.07
Maintenance of Insurance
92
6.08
Compliance with Laws
93
6.09
Books and Records
93
6.10
Inspection Rights
93
6.11
Use of Proceeds
93
Article VII. NEGATIVE COVENANTS
94
7.01
Liens
94
7.02
Indebtedness
96
7.03
Fundamental Changes; Dispositions
96
7.04
Restricted Payments
97
7.05
Transactions with Affiliates
97
7.06
Use of Proceeds
97
7.07
Consolidated Leverage Ratio
97
7.08
Unrestricted Subsidiaries
99
ii
Article VIII. EVENTS OF DEFAULT AND REMEDIES
100
8.01
Events of Default
100
8.02
Remedies Upon Event of Default
102
8.03
Application of Funds
103
Article IX. ADMINISTRATIVE AGENT
104
9.01
Appointment and Authority
104
9.02
Rights as a Lender
104
9.03
Exculpatory Provisions
104
9.04
Reliance by Administrative Agent
105
9.05
Delegation of Duties
106
9.06
Resignation or Removal of Administrative Agent
106
9.07
Non-Reliance on Administrative Agent, the Arrangers and Other Lenders
107
9.08
No Other Duties, Etc.
108
9.09
Administrative Agent May File Proofs of Claim
108
9.10
Collateral Matters
109
9.11
Certain ERISA Matters
109
9.12
Recovery of Erroneous Payments
110
Article X. CONTINUING GUARANTY
111
10.01
Company Guaranty
111
10.02
Rights of Lenders
111
10.03
Collateral Matters
112
10.04
Obligations Independent
112
10.05
Subrogation
112
10.06
Termination; Reinstatement
112
10.07
Subordination
113
10.08
Stay of Acceleration
113
10.09
Condition of PMLP, PCLPULC and the Designated Borrowers
113
Article XI. MISCELLANEOUS
113
11.01
Amendments, Etc.
113
11.02
Notices; Effectiveness; Electronic Communication
115
11.03
No Waiver; Cumulative Remedies; Enforcement; Nature of Obligations
117
11.04
Expenses; Indemnity; Damage Waiver
118
11.05
Payments Set Aside
121
11.06
Successors and Assigns
121
11.07
Treatment of Certain Information; Confidentiality
127
11.08
Right of Setoff
128
11.09
Interest Rate Limitation
128
11.10
Counterparts; Integration; Effectiveness
129
11.11
Survival of Representations and Warranties
129
11.12
Severability
129
iii
11.13
Replacement of Lenders
130
11.14
Governing Law; Jurisdiction; Etc.
131
11.15
Waiver of Jury Trial
132
11.16
No Advisory or Fiduciary Responsibility
132
11.17
No Recourse to Other Persons
133
11.18
Electronic Execution; Electronic Records
133
11.19
USA PATRIOT Act
134
11.20
Time of the Essence
134
11.21
Judgment Currency
134
11.22
ENTIRE AGREEMENT
135
11.23
Reallocation of Outstanding Loans under Existing Credit Agreement
135
11.24
Acknowledgement and Consent to Bail-In of Affected Financial Institutions
135
SIGNATURES S-1
SCHEDULES
2.01
Commitments and Applicable Percentages; L/C Commitments
5.03
Governmental Authorization; Other Consents
5.06
Litigation
5.07
Environmental Matters
5.11
Compliance with Laws
11.02
Administrative Agent’s Office; Certain Addresses for Notices
EXHIBITS
Form of
A
Committed Loan Notice
B
Swing Line Loan Notice
C-1
Committed Loan Note
C-2
Swing Line Note
D
Compliance Certificate
E-1
Assignment and Assumption
E-2
Administrative Questionnaire
F-1
Designated Borrower Request and Assumption Agreement
F-2
Designated Borrower Notice
G
Letter of Credit Report
H
Notice of Additional L/C Issuer
I-1
Form of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)
I-2
Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)
I-3
Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)
I-4
Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)
iv
CREDIT AGREEMENT
This CREDIT AGREEMENT (“Agreement”)
is entered into as of June 12, 2026, among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the “Company”),
PLAINS MARKETING, L.P., a Texas limited partnership (“PMLP”), PLAINS CANADA LIQUID PIPELINES ULC, a British Columbia
unlimited liability company (“PCLPULC”), each Subsidiary of the Company from time to time and during the time it is
a party hereto pursuant to Section 2.15 (each such Subsidiary, a “Designated Borrower” and, together with
the Company, PMLP and PCLPULC, the “Borrowers”, and each, a “Borrower”), each lender from time
to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA,
N.A., as Administrative Agent and Swing Line Lender, BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as L/C Issuers, and the Syndication Agents, Documentation Agents and Arrangers party hereto.
The Company has requested
that the Lenders provide a revolving credit facility to refinance the outstanding Indebtedness of the Company and PCLPULC under the Existing
Credit Agreement and the outstanding Indebtedness of PMLP and PCLPULC under the Existing PMLP Credit Agreement, and the Lenders are willing
to do so on the terms and conditions set forth herein.
In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Article I.
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined
Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Acquired Indebtedness”
means, as to any Person, Indebtedness of any other Person existing at the time such other Person is merged with or becomes a Subsidiary
of such specified Person (regardless of the form of the applicable transaction by which such Person becomes a Subsidiary), in each case,
existing at the time of such acquisition and not incurred in contemplation of such acquisition.
“Acquisition Period”
means the period beginning, at the election of the Company, with the funding date of the purchase price for a Specified Acquisition and
ending on the earliest of (a) the third following fiscal quarter end, (b) the Company’s receipt of proceeds of a Specified
Equity Offering; and (c) the Company’s election in writing to terminate such Acquisition Period.
“Additional Commitment
Lender” has the meaning specified in Section 2.14(d).
“Administrative
Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative
agent appointed in accordance with Section 9.06, or any of their respective branches or Affiliates.
“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account
as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Company and the Lenders pursuant to Section 11.02.
1
“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form
approved by the Administrative Agent.
“Affected Financial
Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.
“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.
“Aggregate Commitments”
means the Commitments of all the Lenders. The initial Aggregate Commitments as of the Closing Date are $2,700,000,000.
“Agreement”
means this Credit Agreement.
“Anti-Corruption
Laws” has the meaning specified in Section 5.13.
“Applicable Authority”
means, with respect to CORRA, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor
thereto.
“Applicable Law”
means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
“Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented
by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.18. If the commitment of each
Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02
or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable
Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of
each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable.
2
“Applicable Rate”
means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:
Applicable Rate
Pricing
Level
Debt Ratings
S&P/Moody’s
Commitment
Fee
Term SOFR Loans,
Canadian Term Rate
Loans and
Letters of Credit
Base Rate Loans and
Canadian Prime
Rate Loans
1
A- / A3
or higher
0.100 %
1.000 %
0.000 %
2
BBB+ / Baa1
0.125 %
1.125 %
0.125 %
3
BBB / Baa2
0.150 %
1.250 %
0.250 %
4
BBB- / Baa3
0.200 %
1.500 %
0.500 %
5
BB+ / Ba1
or lower
0.250 %
1.750 %
0.750 %
“Applicant Borrower”
has the meaning specified in Section 2.15.
“Debt Rating”
means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt
Ratings”) of the Company’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the
respective Debt Ratings issued by the foregoing rating agencies differ by one Pricing Level, then the Pricing Level for the higher of
such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being
the lowest); (b) if the respective Debt Ratings issued by the foregoing rating agencies differ by more than one Pricing Level, then
the Pricing Level that is one Pricing Level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Company
has only one Debt Rating, the Pricing Level equal to that of such Debt Rating shall apply; and (d) if the Company does not have
any Debt Rating, then the Administrative Agent and the Company shall negotiate in good faith to amend the definition of Applicable Rate
to reflect such change in circumstances, and until such time as the Administrative Agent and the Company shall reach agreement with respect
thereto, Pricing Level 5 shall apply.
Initially, the Applicable Rate shall be determined
based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change
in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during
the period commencing on the date of delivery by the Company to the Administrative Agent of notice thereof and ending on the date immediately
preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the
public announcement thereof and ending on the date immediately preceding the effective date of the next such change. If the rating system
of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt
obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system
or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall
be determined by reference to the rating most recently in effect prior to such change or cessation.
3
“Applicable Time”
means, with respect to any borrowings and payments in Canadian Dollars, the local time in the place of settlement for Canadian Dollars
as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement
on the relevant date in accordance with normal banking procedures in the place of payment; provided, that such local time shall
be no earlier than 12:00 noon, Eastern time.
“Approved Fund”
means any Fund that is solely 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, collectively, the “Joint Lead Arrangers and Joint Book Managers” listed on the cover page hereto, each in its
capacity as a joint lead arranger and joint book manager hereunder.
“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds solely managed by the same investment
advisor.
“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1
or any other form approved by the Administrative Agent.
“Attributable Indebtedness”
means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.
“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31,
2025, and the related consolidated statements of income or operations and cash flows for such fiscal year and partners’ capital
of the Company and its Subsidiaries, including the notes thereto.
“Availability Period”
means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination
of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender
to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.
“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).
4
“Bankruptcy and
Insolvency Act (Canada)” means the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended, including the regulations
made and, from time to time, in force under that Act.
“Bank of America”
means Bank of America, N.A.
“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 1/2
of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime
rate,” (or, as to Base Rate Loans to PCLPULC or a Designated Borrower, the rate of interest publicly announced from time to time
by Bank of America, Canada Branch as its reference rate of interest for loans in U.S. Dollars to Canadian customers and designated as
its “prime rate”) (provided that, if such rate as so determined would be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement) and (c) Term SOFR in effect on such day as determined pursuant to clause (b) of the definition
thereof plus 1.00%. The “prime rate” is a rate set by Bank of America (or Bank of America, Canada Branch, as applicable)
based upon various factors including Bank of America’s (or Bank of America, Canada Branch’s, as applicable) costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such prime rate announced by Bank of America (or Bank of America, Canada Branch, as
applicable) shall take effect at the opening of business on the day specified in the public announcement of such change.
“Base Rate Committed
Loan” means a Committed Loan that is a Base Rate Loan.
“Base Rate Loan”
means (i) a Committed Loan that bears interest based on the Base Rate or (ii) a Swing Line Loan that bears interest based on
the Base Rate. All Base Rate Loans shall be denominated in Dollars.
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership 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 ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.
“Board”
shall have the meaning given that term in the last paragraph of the definition of the term “Change of Control.”
“BofA Securities”
means BofA Securities, Inc.
5
“Borrower”
and “Borrowers” each has the meaning specified in the introductory paragraph hereto.
“Borrower Materials”
has the meaning specified in Section 6.02.
“Borrowing”
means a Committed Borrowing or a Swing Line Borrowing, as the context may require.
“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located;
provided that
(a) if
such day relates to any interest rate settings as to a Canadian Term Rate Loan, means any such day on which dealings in deposits in Canadian
Dollars are conducted by and between banks in the applicable offshore interbank market for such currency; and
(b) if
such day relates to any fundings, disbursements, settlements and payments (x) in Canadian Dollars in respect of a Canadian Term
Rate Loan, or any other dealings in Canadian Dollars to be carried out pursuant to this Agreement, or (y) with respect to PCLPULC
or any Designated Borrower, in respect of a Term SOFR Loan or any other dealings in Dollars to be carried out pursuant to this Agreement
in respect of any such Term SOFR Loan (other than interest rate settings), or any other dealings in Dollars to be carried out pursuant
to this Agreement, in each case, means any such day on which banks are open for foreign exchange business in Toronto, Canada.
“Canadian Dollars”
and “C$” means the lawful currency of Canada.
“Canadian Dollar
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Canadian
Dollars as reasonably determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in each case, in accordance
with normal banking industry practice using the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase
of Canadian Dollars with Dollars.
“Canadian Dollar
Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $1,000,000,000. The Canadian Dollar Sublimit
is part of, and not in addition to, the Aggregate Commitments.
“Canadian Prime
Rate” means, on any day, the greater of (a) the floating annual rate of interest established from time to time by the
Administrative Agent in its sole discretion as the reference rate for determining interest rates that it will charge to customers of
varying degrees of credit worthiness on commercial loans made in Canada in the lawful currency of Canada and designated as its prime
rate and (b) the Term CORRA Rate for a one (1) month term that is two (2) Business Days prior to such date plus
the Term CORRA Adjustment for a term of one month plus 1/2 of 1% per annum; provided that, if the Canadian Prime Rate as
so determined would be less than zero, such rate shall deemed to be zero for purposes of this Agreement. Such prime rate is based on
various factors including cost and desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate shall take effect at the
opening of business on the day specified in the public announcement of such change.
6
“Canadian Prime
Rate Committed Loan” means any Committed Loan which bears interest at a rate determined by reference to the Canadian Prime
Rate.
“Canadian Prime
Rate Loan” means (i) a Canadian Prime Rate Committed Loan or (ii) a Swing Line Loan that bears interest at a rate
based on the Canadian Prime Rate.
“Canadian Swing
Line Rate” means, on any date, the rate per annum equal to Daily Simple CORRA plus the Daily Simple CORRA Adjustment; provided
that, if the Canadian Swing Line Rate as so determined would be less than zero, such rate shall deemed to be zero for purposes of this
Agreement.
“Canadian Swing
Line Rate Loan” means a Swing Line Loan that bears interest at a rate based on the Canadian Swing Line Rate.
“Canadian Term Rate”
means for any Interest Period, with respect to any Credit Extension denominated in Canadian Dollars, the rate per annum equal to the
forward-looking term rate based on CORRA (“Term CORRA”), as published on the applicable Reuters screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
(in such case, the “Term CORRA Rate”) on the day that is two (2) Business Days prior to the first day of such
Interest Period (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such
Interest Period plus the Term CORRA Adjustment for such Interest Period; provided, that, if any Canadian Term Rate shall
be less than zero, such rate shall be deemed zero for purposes of this Agreement.
“Canadian Term Rate
Committed Loan” means a Committed Loan that bears interest at a rate based on the Canadian Term Rate.
“Canadian Term Rate
Loan” means a Canadian Term Rate Committed Loan. All Canadian Term Rate Loans must be denominated in Canadian Dollars.
“Capital Lease”
means a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of
a liability in accordance with GAAP, other than any Operating Lease.
“Cash and Carry
Purchases” means purchases of Petroleum Products for physical storage or in storage or in transit in pipelines which has been
hedged by either a NYMEX contract, an OTC contract, an Intercontinental Exchange contract, or a contract for physical delivery.
“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers or Swing Line Lender (as
applicable) and the Lenders, as collateral for L/C Obligations, payment Obligations in respect of Swing Line Loans, or obligations of
Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the
L/C Issuers or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case
pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuers
or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include
the proceeds of such cash collateral and other credit support.
7
“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted, issued or implemented.
“Change of Control”
means the occurrence of any of the following events:
(i) the
acquisition of more than 50% of the Equity Interest in the general partner of Plains AAP by a Person that is not a Current Owner if (x) the
Equity Interest held by such Person gives such Person the right to elect more than half of the members of the Board, (y) such Person
exercises its right to elect more than half of the members of the Board and (z) giving effect to such election, more than half of
the members of the Board are not Continuing Directors;
(ii) the
general partner of Plains AAP shall cease to be, directly or indirectly, the beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of a majority of the general partner interests of Plains AAP;
(iii) Plains
AAP shall cease to be, directly or indirectly, the beneficial owner (as defined above) of a majority of the limited liability company
interests of General Partner; or
(iv) General
Partner shall cease to be, directly or indirectly, the beneficial owner (as defined above) of a majority of the general partner interest
of the Company.
As used herein, “Board” means
the board of directors or equivalent body of the general partner of Plains AAP; “Continuing Directors” means the members
of the Board elected, appointed or otherwise designated by a Current Owner or by the Current Owners; “Current Owner”
means (i) an owner, as of the effective date of this Agreement, of an Equity Interest in the general partner of Plains AAP and (ii) any
Affiliate of such owner.
“Closing Date”
means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.
“CME”
means CME Group Benchmark Administration Limited.
“Code”
means the Internal Revenue Code of 1986, as amended.
8
“Commitment”
means, (a) as to each Lender other than the Swing Line Lender, such Lender’s obligation to (i) make Committed Loans to
the Borrowers, (ii) purchase participations in L/C Obligations, and (iii) purchase participations in Swing Line Loans and (b) as
to the Swing Line Lender, its obligation to make Swing Line Loans to the Borrowers pursuant to Section 2.04; in each case,
in an aggregate principal amount the Dollar Equivalent of which at any one time outstanding, does not exceed the Dollar amount set forth
opposite such Lender’s name on Schedule 2.01, as such amount may from time to time be increased pursuant to Section 2.16
or decreased pursuant to Section 2.06, or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Committed Borrowing”
means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Term SOFR Committed
Loans and Canadian Term Rate Committed Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
“Committed Loan”
has the meaning specified in Section 2.01.
“Committed Loan
Note” means a promissory note made by the Borrowers in favor of a Lender evidencing Committed Loans made by such Lender, substantially
in the form of Exhibit C-1.
“Committed Loan
Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other,
or (c) a continuation of Term SOFR Committed Loans or Canadian Term Rate Committed Loans, pursuant to Section 2.02(a),
which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent and
the requesting Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative
Agent) appropriately completed and signed by a Responsible Officer of the requesting Borrower.
“Communication”
means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to any Loan Document.
“Companies’
Creditors Arrangement Act (Canada)” means the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended,
including the regulations made and from time to time in force under that Act.
“Company”
has the meaning specified in the introductory paragraph hereto.
“Company Guaranty”
means the Guaranty of the payment Obligations of PMLP, PCLPULC and the Designated Borrowers made by the Company under Article X
in favor of the Lender Parties.
“Compliance Certificate”
means a certificate substantially in the form of Exhibit D.
9
“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SOFR, CORRA, any proposed Successor Rate for any
currency or Term SOFR, Term CORRA or the Term CORRA Rate, as applicable, any conforming changes to the definitions of “Base Rate”,
“SOFR”, “Term SOFR”, “SOFR Daily Floating Rate”, “CORRA”, “Term CORRA”, “Term
CORRA Rate” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other
technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day”
and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices
and length of lookback periods) as may be appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption
and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice for such currency (or, if the Administrative Agent determines that adoption of any portion of such market
practice is not administratively feasible or that no market practice for the administration of such rate for such currency exists, in
such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration
of this Agreement and any other Loan Document).
“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.
“Consolidated Assets”
means, as of any date of determination, the total assets of the Company and its Subsidiaries as set forth on a consolidated balance sheet
of the Company and its Subsidiaries for their most recently completed fiscal quarter for which financial statements are available, prepared
in accordance with GAAP.
“Consolidated EBITDA”
means, for any period, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted
in calculating such Consolidated Net Income for such period: (i) all interest charges and expenses, (ii) the provision for
Federal, state, local and foreign income taxes (or franchise taxes, to the extent based upon net income) payable by the Company and its
Subsidiaries (excluding, for the avoidance of doubt, Unrestricted Subsidiaries), (iii) depreciation, depletion and amortization
expense, (iv) costs or expenses resulting from distributions or redemptions of the Company’s units issued pursuant to the
Company’s long-term incentive plan, (v) any acquisition-related expenses deducted from Consolidated Net Income and associated
with (A) closed acquisitions or (B) any other potential acquisitions that have not been abandoned (minus any acquisition-related
expenses covered by clause (B) that relate to (x) potential acquisitions that have since been abandoned or (y) potential
acquisitions that have not been consummated within one year following the date such expense was incurred (except that if the potential
acquisition is the subject of a pending purchase and sale agreement as of such one-year date, such one-year period of time shall be extended
until the first to occur of the termination of such purchase and sale agreement or the first day following the closing of the acquisition
contemplated by such purchase and sale agreement)), and (vi) other non-recurring expenses of the Company and its Subsidiaries (excluding,
for the avoidance of doubt, Unrestricted Subsidiaries) reducing such Consolidated Net Income which do not represent a cash item in such
period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income:
(i) Federal, state, local and foreign income tax credits of the Company and its Subsidiaries (excluding, for the avoidance of doubt,
Unrestricted Subsidiaries) and (ii) all non-cash items increasing Consolidated Net Income; provided, that, only for purposes
of determining compliance with the financial covenant(s) set forth in Section 7.07, if, since the beginning of the period
ending on the date for which Consolidated EBITDA is determined, any Restricted Person shall have made any asset disposition or acquisition,
shall have consolidated or merged with or into any Person (other than another Restricted Person), or shall have made any disposition
or acquisition of a Restricted Person or of any partial ownership interest in any other Person, Consolidated EBITDA shall be calculated
giving pro forma effect thereto as if the disposition, acquisition, consolidation or merger had occurred on the first day of such period,
and such calculation shall be determined in good faith by a financial officer of the Company (and the Company will provide to the Administrative
Agent such supporting information as Administrative Agent may reasonably request), without giving effect to any anticipated or proposed
change in operations, revenues, expenses or other items included in the computation of Consolidated EBITDA, except cost reductions specifically
identified at the time of disposition, acquisition, consolidation or merger that are attributable to personnel reductions, non-recurring
maintenance and environmental costs and allocated corporate overhead; provided, further, Consolidated EBITDA may, as provided
in Section 7.07, include Material Project EBITDA Adjustments.
10
“Consolidated Funded
Indebtedness” means, as of any date of determination, the sum of (without duplication): (i) the outstanding principal
amount of all Indebtedness which is classified as “long-term indebtedness” on a consolidated balance sheet of the Company
and its Subsidiaries on a consolidated basis (excluding, for the avoidance of doubt, Unrestricted Subsidiaries) prepared as of such date
in accordance with GAAP (subject to year-end audit adjustments with respect to non-year end periods) and any current maturities and other
principal amount in respect of such Indebtedness due within one year but which was classified as “long-term indebtedness”
at the creation thereof; (ii) the outstanding principal amount of Indebtedness for borrowed money of the Company and its Subsidiaries
on a consolidated basis (excluding, for the avoidance of doubt, Unrestricted Subsidiaries) outstanding under a revolving credit, term
or similar agreement (and renewals and extensions thereof); and (iii) the outstanding principal amount of Indebtedness in respect
of Capital Leases of the Company and its Subsidiaries on a consolidated basis (excluding, for the avoidance of doubt, Unrestricted Subsidiaries);
provided, however, Consolidated Funded Indebtedness shall not, if otherwise applicable, include (x) Indebtedness in
respect of letters of credit, (y) Indebtedness incurred to finance Cash and Carry Purchases or (z) margin deposits.
“Consolidated Leverage
Ratio” means, as of the end of any fiscal quarter, the ratio of (a) Consolidated Funded Indebtedness as of such date to
(b) Consolidated EBITDA for the trailing four quarter period ending on such date, as Consolidated EBITDA may be adjusted pursuant
to Section 7.07.
“Consolidated Net
Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis (excluding, for the avoidance of
doubt, Unrestricted Subsidiaries), the net income of the Company and its Subsidiaries (excluding, for the avoidance of doubt, Unrestricted
Subsidiaries) for that period, including any cash dividends or distributions actually received from any Unrestricted Subsidiaries or
other Persons during such period, limiting net income attributed to any non-wholly-owned consolidated Subsidiary to a proportional amount
of such Subsidiary’s net income equal to the Company’s direct or indirect ownership interest therein. “Consolidated
Net Income” shall not include (i) any gain or loss from the sale of assets other than in the ordinary course of business,
(ii) any non-cash gains or losses resulting from mark to market activity as a result of the implementation of SFAS 133 or EITF 98-10
or (iii) any extraordinary gains or losses. In addition, “Consolidated Net Income” shall not include the cost or proceeds
of purchasing or selling options which are used to hedge future activity, until the period in which such hedged future activity occurs.
“Consolidated Net
Tangible Assets” means, as of any date of determination, the Consolidated Assets of the Company and its Subsidiaries, after
deducting therefrom: (a) all current liabilities, excluding (i) any current liabilities that by their terms are extendable
or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being
computed, and (ii) current maturities of long-term debt; and (b) the book value (net of any applicable reserves and accumulated
amortization) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma
basis would be set forth, on the consolidated balance sheet of the Company and its Subsidiaries for the Company’s most recently
completed fiscal quarter for which financial statements are available, prepared in accordance with GAAP.
11
“Consolidated Net
Worth” means, at any date of determination, the sum of (a) preferred stock (if any), (b) par value of common stock,
(c) capital in excess of par value of common stock, (d) partners’ capital or equity and (e) retained earnings, less
treasury stock (if any), of such Person, all as determined on a consolidated basis.
“Consolidated Total
Capitalization” means the sum of (a) Consolidated Funded Indebtedness and (b) the Company’s Consolidated Net
Worth.
“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.
“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.
“CORRA”
means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).
“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Daily Simple CORRA”
means for any day the rate per annum equal to CORRA five Business Days prior to such date. Any change in Daily Simple CORRA shall
be effective from and including the date of such change without further notice. If the rate as so determined would be less than
zero, such rate shall be determined to be zero for purposes of this Agreement.
“Daily Simple CORRA
Adjustment” means 0.29547% (29.547 basis points).
“Daily Simple SOFR”
with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s
website (or any successor source).
12
“Debt Rating”
has the meaning specified in the definition of “Applicable Rate”.
“Debtor Relief Laws”
means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement
Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.
“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.
“Default Rate”
means, at any time during a Default Rate Period, (a) when used with respect to Obligations other than Letter of Credit Fees and
Canadian Prime Rate Loans, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base
Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Term SOFR Loan or Canadian Term
Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Term SOFR Loan or Canadian Term Rate Loan plus 2% per annum, (b) when used with respect to Canadian Prime Rate Loans, an
interest rate equal to (i) the Canadian Prime Rate plus (ii) the Applicable Rate applicable to Canadian Prime Rate Loans
plus (iii) 2% per annum, and (c) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate
plus 2% per annum.
“Default Rate Period”
means (a) any period during which an Event of Default, other than pursuant to Section 8.01(a), is continuing, provided
that such period shall not begin until notice of the commencement of the Default Rate has been given to the Company by the Administrative
Agent upon the instruction by the Required Lenders and (b) any period during which any Event of Default pursuant to Sections
8.01(a) is continuing unless the Company has been notified otherwise by the Administrative Agent upon the instruction by the
Required Lenders.
“Defaulting
Lender” means, subject to Section 2.18(b), any Lender that, as determined by the Administrative Agent, (a) has
failed to fund any of its funding obligations hereunder in respect of its Loans or participations in respect of Letters of Credit or
Swing Line Loans, within two Business Days of the date required to be funded by it hereunder, or has failed to make any payment to the
Administrative Agent required under Section 3.01(e) within the time specified therein, (b) has notified the Company
or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or has made a public statement to
that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has
failed, within two Business Days after request by the Administrative Agent or the Company, to confirm in a manner satisfactory to the
Administrative Agent that it will comply with its funding obligations hereunder, or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance of, or indicated
its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender.
13
“Depository Bills
and Notes Act (Canada)” means the Depository Bills and Notes Act (Canada), S.C. 1998, c. 13, as amended, including the
regulations made and, from time to time, in force under that Act.
“Designated Borrower”
has the meaning specified in the introductory paragraph hereto.
“Designated Borrower
Notice” has the meaning specified in Section 2.15.
“Designated Borrower
Request and Assumption Agreement” has the meaning specified in Section 2.15.
“Designated Jurisdiction”
means any country, region or territory to the extent that such country or territory itself is the subject of any Sanction.
“Designated Person”
has the meaning specified in Section 5.13.
“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“Dividing Person”
has the meaning assigned to it in the definition of “Division.”
“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or
more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing
Person and pursuant to which the Dividing Person may or may not survive.
“Documentation Agents”
means, collectively, the “Documentation Agents” listed on the cover page hereto, each in its capacity as a documentation
agent hereunder.
“Dollar”
and “$” mean lawful money of the United States.
“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in Canadian Dollars, the equivalent amount thereof in Dollars as reasonably determined by the Administrative Agent or the
applicable L/C Issuer, as the case may be, in accordance with normal banking industry practice using the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of Dollars with Canadian Dollars.
14
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in 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.
“Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.
“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 11.06(b)(iii)).
“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, interpretations, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection
of the environment and natural resources and, as such relates to exposure to Hazardous Materials, human and health and safety, or the
release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges
to waste or public systems.
“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common
law, directly or indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, and all of the other ownership or profit interests in such Person (including partnership, member
or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination, excluding, however, all debt securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests).
15
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).
“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan
amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate
a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk
plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and
305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.
“Event of Default”
has the meaning specified in Section 8.01.
“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal and Canadian 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 (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to
an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in
each case to the extent that, pursuant to Section 3.01, 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, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed
pursuant to FATCA.
16
“Existing Credit
Agreement” means that certain Credit Agreement dated as of August 20, 2021 among the Company and PCLPULC, as borrowers,
Bank of America, as administrative agent, and the lenders named therein, as heretofore amended.
“Existing Letters
of Credit” means the letters of credit issued and outstanding under the Existing Credit Agreement as of the Closing Date.
“Existing Maturity
Date” has the meaning specified in Section 2.14(a).
“Existing PMLP Credit
Agreement” means that certain Fourth Amended and Restated Credit Agreement dated as of August 20, 2021 among PMLP and
PCLPULC, as borrowers, the Company, Bank of America, as administrative agent, and the lenders named therein, as heretofore amended.
“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection
with the implementation of the foregoing.
“Federal Funds Rate”
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.
“Fee Letters”
means each of the letter agreements among the Company and the Administrative Agent and/or the Arrangers and executed in relation to this
Agreement and the transactions contemplated thereby.
“Foreign Lender”
means, with respect to any Borrower, any Lender that is organized under the Laws of a jurisdiction other than that in which such Borrower
is resident for tax purposes (including such a Lender when acting in the capacity of an L/C Issuer). For purposes of this definition,
(a) the United States, each State thereof and the District of Columbia shall constitute a single jurisdiction and (b) Canada
and each Province thereof shall constitute a single jurisdiction.
“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District
of Columbia.
“FRB”
means the Board of Governors of the Federal Reserve System of the United States.
17
“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage
of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has
been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing
Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans
and similar extensions of credit in the ordinary course of its activities.
“GAAP”
means those generally accepted accounting principles and practices which are recognized as such by the Financial Accounting Standards
Board (or any generally recognized successor) and which, in the case of the Company and its Subsidiaries on a consolidated basis, are
applied for all periods after the date hereof in a manner consistent with the manner in which such principles and practices were applied
to the Audited Financial Statements.
“General Partner”
means PAA GP LLC, a Delaware limited liability company, in its capacity as the sole general partner of the Company.
“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as
the European Union or the European Central Bank).
“GP LLC”
means Plains All American GP LLC, a Delaware limited liability company.
“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Hybrid Securities”
means any trust preferred securities, or deferrable interest subordinated debt with a maturity of at least 20 years (and not less than
one year after the Maturity Date), which provides for the optional or mandatory deferral of interest or distributions, issued by the
Company, or any business trusts, limited liability companies, limited partnerships or similar entities (a) substantially all of
the common equity, general partner or similar interests of which are owned (either directly or indirectly through one or more wholly
owned Restricted Persons) at all times by the Company or any other Restricted Person, (b) that have been formed for the purpose
of issuing trust preferred securities or deferrable interest subordinated debt, and (c) substantially all the assets of which consist
of (i) subordinated debt of the Company or another Restricted Person and (ii) payments made from time to time on the subordinated
debt.
18
“Income Tax Act
(Canada)” means the Income Tax Act, R.S.C. 1985 c. 1 (fifth supplement), as amended, including the regulations made
and, from time to time, in force under that Act.
“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:
(a) its
obligations for the repayment of borrowed money,
(b) its
obligations to pay the deferred purchase price of property or services (excluding trade account payables arising in the ordinary course
of business), other than contingent purchase price or similar obligations incurred in connection with an acquisition and not yet earned
or determinable,
(c) its
obligations evidenced by a bond, debenture, note or similar instrument, other than surety, bid, performance, statutory and other similar
bonds and instruments obtained in the ordinary course of business,
(d) its
obligations, as lessee, constituting principal under Capital Leases,
(e) its
direct or contingent reimbursement obligations with respect to the face amount of letters of credit pursuant to the applications or reimbursement
agreements therefor,
(f) its
obligations for the repayment of outstanding banker’s acceptances, whether matured or unmatured,
(g) Synthetic
Lease Obligations, or
(h) its
obligations under guaranties of any obligations of any other Person described in the foregoing clauses (a) through (g).
For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent
that such Indebtedness is expressly made non-recourse to such Person. The amount of any Capital Lease or Synthetic Lease Obligation as
of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
“Indemnified Taxes”
means (a) Taxes, other than 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 (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitees”
has the meaning specified in Section 11.04(b).
“Information”
has the meaning specified in Section 11.07.
“Interest Act (Canada)”
means the Interest Act, R.S.C. 1985, c. I-15, including the regulations made and, from time to time, in force under that Act.
19
“Interest Payment
Date” means, (a) as to any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan, the last day of each Interest
Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Term SOFR Loan
or Canadian Term Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Canadian Prime Rate Loan (including a Swing Line
Loan), the last Business Day of each March, June, September and December and the Maturity Date.
“Interest
Period” means as to each Term SOFR Loan or Canadian Term Rate Loan, the period commencing on the date such Term SOFR
Loan or Canadian Term Rate Loan is disbursed or converted to or continued as a Term SOFR Loan or Canadian Term Rate Loan, and (x) with
respect to a Term SOFR Loan, ending on the date one month, three months or six months thereafter, or (y) with respect to a Canadian
Term Rate Loan, ending on the date one month or three months thereafter, in each case, as selected by the Company in its Committed Loan
Notice; provided that:
(i) any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of a Term SOFR Loan or Canadian Term Rate Loan, such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;
(ii) any
Interest Period pertaining to a Term SOFR Loan or Canadian Term Rate Loan that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and
(iii) no
Interest Period shall extend beyond the Maturity Date.
“IRS”
means the United States Internal Revenue Service.
“ISP”
means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof
as may be in effect at the applicable time of issuance).
“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered
into by any L/C Issuer and the applicable Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of
Credit.
“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not
having the force of law.
20
“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable
Percentage.
“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date as required
pursuant to Section 2.03(c) or refinanced as a Committed Borrowing. Unless otherwise agreed by the applicable Borrower
and the applicable L/C Issuer, all L/C Borrowings shall be denominated in the currency of the Letter of Credit that was drawn upon that
resulted in such L/C Borrowing.
“L/C
Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder.
The initial amount of each L/C Issuer’s L/C Commitment is set forth on Schedule 2.01, or if an L/C Issuer has entered into
an Assignment and Assumption or has otherwise assumed an L/C Commitment after the Closing Date, the amount set forth for such L/C Issuer
as its L/C Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an L/C Issuer may be
modified from time to time by agreement between such L/C Issuer and the Company, and notified to the Administrative Agent.
“L/C Disbursement”
means a payment made by an L/C Issuer pursuant to a Letter of Credit.
“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.
“L/C Issuer”
means each of (i) Bank of America, PNC Bank, National Association and Wells Fargo Bank, National Association, in its capacity as
issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (ii) any other Lender appointed
as a replacement or additional “L/C Issuer” pursuant to the immediately succeeding sentence. From time to time the Administrative
Agent may, with the consent of the Company and the Lender in question, or the Company may, with the consent of the Lender in question
and notice to the Administrative Agent, appoint such Lender hereunder as an L/C Issuer in place of any L/C Issuer, or in addition to
the L/C Issuers as of such time. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other matter
shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.
“L/C Obligations”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the
aggregate amount of all Unreimbursed Amounts, including (without duplication) all L/C Borrowings. The L/C Obligations of any Lender at
any time shall be its Applicable Percentage of the total L/C Obligations at such time. For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself,
or if compliant documents have prior to such expiration been presented but not yet honored, such Letter of Credit shall be deemed to
be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower
requesting such Letter of Credit and each Lender shall remain in full force and effect until the applicable L/C Issuer shall have no
further obligation to make any payments or disbursements under any circumstances with respect to such Letter of Credit.
21
“L/C Sublimit”
means an amount equal to $800,000,000. The L/C Sublimit is part of, and not in addition to, the Aggregate Commitments.
“Lender”
has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
“Lender Parties”
and “Lender Recipient Parties” means, collectively, the Administrative Agent, the L/C Issuers, the Swing Line Lender
and all Lenders.
“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent in accordance with
the terms hereof, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate.
Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Letter of Credit”
means any letter of credit issued hereunder at the request of any Borrower providing for the payment of cash upon the honoring of a drawing
thereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter
of credit; provided however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon
presentation of a sight draft, unless otherwise agreed to by the L/C Issuer issuing such letter of credit.
“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to
time in use by the applicable L/C Issuer.
“Letter of Credit
Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).
“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).
“Letter of Credit
Report” means a certificate substantially the form of Exhibit G or any other form approved by the Administrative
Agent.
“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.
22
“Loan Documents”
means this Agreement, each Designated Borrower Request and Assumption Agreement, each Note, each Issuer Document, any agreement creating
or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement, Fee Letters and any
guaranty of the Obligations delivered in connection herewith.
“Loan Party”
means each of (i) the Company, (ii) PMLP, (iii) PCLPULC and (iv) each Designated Borrower.
“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, properties or financial
condition of the Company and its Subsidiaries taken as a whole; (b) a material adverse effect on the ability of any Loan Party to
pay its obligations under any Loan Document to which it is a party; or (c) a material adverse effect on the enforceability against
any Loan Party of any material terms of any Loan Document to which it is a party.
“Maturity Date”
means the later of (a) such date that is five years from the Closing Date and (b) if the Maturity Date then in effect is extended
pursuant to Section 2.14, such extended Maturity Date; provided, however, that if such date does not satisfy clause (a) of
the definition of “Business Day,” the Maturity Date shall be the next preceding Business Day; provided, that such
local time shall be no earlier than 12:00 noon, Eastern time.
“Minimum Collateral
Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount
equal to 102% of the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise,
an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion.
“Moody’s”
means Moody’s Investor Service, Inc. and any successor to the ratings agency business thereof.
“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two
of whom are not under common control at such times and meeting the requirements of such a plan as described in Section 4064 of ERISA.
“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.
“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-Extending Lender”
has the meaning specified in Section 2.14(b).
23
“Notes”
means, collectively, the Committed Loan Notes and the Swing Line Note.
“Notice Date”
has the meaning specified in Section 2.14(b).
“Notice of Additional
L/C Issuer” means a certificate substantially in the form of Exhibit H or any other form approved by the Administrative
Agent.
“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement
by or against any Loan Party or any of its Affiliates of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Operating Lease”
means (i) an operating lease under GAAP, (ii) any lease that was treated as an operating lease under GAAP at the time it was
entered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including any renewals,
and (iii) any lease entered into after the date of this Agreement that would have been accounted for as an operating lease under
the provisions of GAAP in effect as of December 31, 2025.
“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity.
“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 3.06).
24
“Outstanding Amount”
means (i) with respect to Committed Loans and Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans,
as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount
of the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Company of
Unreimbursed Amounts.
“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance
with relevant banking industry rules on interbank compensation for major banks in the United States interbank market, and (b) with
respect to any amount denominated in Canadian Dollars, the rate of interest per annum at which overnight deposits in Canadian Dollars,
in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by
a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank
market.
“Participant”
has the meaning specified in Section 11.06(d).
“Participant Register”
has the meaning specified in Section 11.06(d)
“PBGC”
means the Pension Benefit Guaranty Corporation.
“Pension Act”
means the Pension Protection Act of 2006.
“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set
forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Company and any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has any liability and is either
covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
“Petroleum Products”
means crude oil, condensate, natural gas, natural gas liquids (NGL’s), liquefied petroleum gases (LPG’s), refined petroleum
products or any blend thereof.
“Plains AAP”
means Plains AAP, L.P., a Delaware limited partnership.
“Plains Marketing”
means Plains Marketing, L.P., a Texas limited partnership.
“Plains Pipeline”
means Plains Pipeline, L.P., a Texas limited partnership.
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“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate is required to contribute on behalf
of any of its employees.
“Platform”
has the meaning specified in Section 6.02.
“PCLPLC”
has the meaning specified in the introductory paragraph hereto.
“PMLP”
has the meaning specified in the introductory paragraph hereto.
“Principal Property”
means, whether owned or leased on the date hereof or hereafter acquired:
(a) any
pipeline assets of any Restricted Person, including any related facilities employed in the transportation, distribution, terminalling,
gathering, treating, processing, marketing or storage of crude oil or refined petroleum products, natural gas, natural gas liquids, fuel
additives or petrochemicals; and
(b) any
processing or manufacturing plant or terminal owned or leased by any Restricted Person;
(c) any
storage facility of any Restricted Person, including all storage caverns and reservoirs, injection, compression and production wells,
injection and withdrawal sites and facilities, transportation and gathering pipelines, treating and processing plants and facilities,
compressors and compression units, and other facilities, equipment and other assets owned or leased by any Restricted Person employed
in the injection, storage, withdrawal, transportation, gathering, terminalling, treating, processing, distribution, transportation and
marketing of natural gas, natural gas liquids, crude oil and refined petroleum products;
(d) all
rights, titles, interests and estates in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous Hydrocarbon
leases, and mineral fee interests associated with the foregoing; and
(e) all
volumes of natural gas stored at any storage facility required to remain in such storage facility (“base gas”) in order to
provide necessary pressurization sufficient to extract (i) all third-party natural gas stored therein (“third-party gas”)
and (ii) any other volumes of natural gas owned by the Company and its Subsidiaries and stored in such storage facility (“working
gas”). For the avoidance of doubt, “Principal Property” shall not include third-party gas or working gas;
except, in the case of any of clauses (a) through
(e): (i) any such assets consisting of inventories, furniture, office fixtures and equipment, including data processing equipment,
vehicles and equipment used on, or useful with, vehicles, and (ii) any such asset, plant or terminal which, in the good faith opinion
of the Board, is not material in relation to the activities of the Company and its Subsidiaries, taken as a whole.
“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.
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“Public Lender”
has the meaning specified in Section 6.02.
“Qualifying JV Entity”
means any Person, other than a Subsidiary (a) in which the Company or a Restricted Person owns a direct or indirect Equity Interest
and (b) (i) that has no Consolidated Funded Indebtedness; provided that references to “Company” in the definition
thereof shall, for purposes of this definition, refer to such Person, and (ii) is not subject to any Contractual Obligation that
limits the ability of such Person to make cash distributions with respect to any Equity Interest of such Person if such Person is not
otherwise in default of its obligations under such Contractual Obligation.
“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.
“Register”
has the meaning specified in Section 11.06(c).
“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees
and advisors of such Person and of such Person’s Affiliates.
“Relevant Rate”
means with respect to any Loan denominated in (a) Dollars, Term SOFR and (b) Canadian Dollars, the Term CORRA Rate.
“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day
notice period has been waived.
“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing
Line Loan Notice.
“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02,
Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.
“Rescindable Amount”
has the meaning as defined in Section 2.12(b)(ii).
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
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“Responsible Officer”
means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller of
a Loan Party, or any general partner thereof or any general partner of any such general partner or any sole member thereof, as the case
may be, solely for purposes of the delivery of incumbency certificates and other certificates in respect of certain documents to be attached
thereto pursuant to Sections 2.15, 2.16, 4.01 and 4.02, the secretary or any assistant secretary of such
Loan Party, or any general partner thereof or any general partner of any such general partner or any sole member thereof, as the case
may be, and solely for purposes of notices given pursuant to Article II, any other officer or employee of such Loan Party,
or any general partner thereof or any general partner of any such general partner or any sole member thereof, as the case may be, designated
by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party, or any general partner thereof or any general partner of any such general partner or any sole member thereof,
as the case may be, shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other equivalent
action on the part of such Loan Party, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan
Party or any other officer or employee of such Loan Party, or any general partner thereof or any general partner of any such general
partner or any sole member thereof, designated in or pursuant to an agreement between such Loan Party and the Administrative Agent.
“Restricted Payment”
means any dividend or other distribution (whether in cash or other property, but excluding dividends or other distributions payable in
Equity Interests in the Company) with respect to any Equity Interest of the Company, or any payment (whether in cash or other property,
but excluding dividends or other distributions payable in Equity Interests in the Company), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination for value of any Equity Interest of the
Company, or on account of any return of capital to holders of any Equity Interests of the Company.
“Restricted Person”
means any of the Company and each Subsidiary of the Company, but excluding, for the avoidance of doubt, Unrestricted Subsidiaries. As
of the Closing Date, each of PMLP, Plains Pipeline, PCLPULC and each of their respective Subsidiaries are Restricted Persons.
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“Restriction Exception”
means (a) any Applicable Law or any instrument governing Indebtedness or Equity Interests, or any Applicable Law or any other agreement
relating to any property, assets or operations of a Person whose Equity Interests are acquired, in whole or part, by a Restricted Person
pursuant to an acquisition (whether by merger, consolidation, amalgamation or otherwise), as such instrument or agreement is in effect
at the time of such acquisition (except with respect to Indebtedness incurred in connection with, or in contemplation of, such acquisition),
or such Applicable Law is then or thereafter in effect (as applicable), which is not applicable to the acquiring Restricted Person, or
the property, assets or operations of the acquiring Restricted Person, other than the acquired Person, or the property, assets or operations
of such acquired Person or such acquired Person’s Subsidiaries; provided that in the case of Indebtedness, the incurrence
of such Indebtedness is not prohibited hereunder, (b) provisions with respect to the disposition or distribution of assets in joint
venture agreements or other similar agreements entered into in the ordinary course of business, (c) (i) a lease, license or
similar contract, which restricts in a customary manner the subletting, assignment, encumbrance or transfer of any property or asset
that is subject thereto or the assignment, encumbrance or transfer of any such lease, license or other contract, (ii) mortgages,
deeds of trust, pledges or other security instruments, the entry into which does not result in a Default, securing Indebtedness of a
Restricted Person, which restricts the transfer of the property subject to such mortgages, deeds of trust, pledges or other security
instruments, or (iii) customary provisions restricting disposition of, or encumbrances on, real property interests set forth in
any reciprocal easements of any Restricted Person, (d) restrictions imposed pursuant to this Agreement and the other Loan Documents,
(e) restrictions on the transfer or encumbrance of property or assets which are imposed by the holder of Liens on property or assets
of a Restricted Person, provided that neither the incurrence of such Lien nor any related Indebtedness results in a Default, (f) any
agreement to, directly or indirectly, sell or otherwise dispose of assets or Equity Interests to any Person pending the closing of such
sale, provided that such sale is consummated in compliance with any applicable provisions of this Agreement, (g) net worth
provisions in leases and other agreements entered into by any Restricted Person in the ordinary course of business, (h) an agreement
governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses
(d) and (e) above; provided, however, that the provisions relating to such encumbrance or restriction contained
in any such Indebtedness are no less favorable to such Restricted Person in any material respect as determined by the Board in its reasonable
and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses
(d) and (e); and (i) Hybrid Securities or an indenture, document, agreement or security entered into or issued in connection
with a Hybrid Security or otherwise constituting a restriction or condition on the payment of dividends or distributions by an issuer
of a Hybrid Security.
“Revaluation Date”
means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Canadian Term Rate Loan, (ii) each
date of a continuation of a Canadian Term Rate Loan pursuant to Section 2.02, and (iii) such additional dates as the
Administrative Agent shall determine or the Required Lenders shall require; (b) with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in Canadian Dollars, (ii) each date of an amendment
of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each
date of any payment by the L/C Issuers under any Letter of Credit denominated in Canadian Dollars, (iv) in the case of the Existing
Letters of Credit, the Closing Date, and (v) such additional dates as the Administrative Agent or the L/C Issuers shall determine
or the Required Lenders shall require; and (c) with respect to Loans and Letters of Credit, each date on which a Borrower would
otherwise be required to make a prepayment or Cash Collateralize payment Obligations pursuant to Section 2.05(d).
“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor to the ratings
agency business thereof.
“Same Day Funds”
means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements
and payments in Canadian Dollars, same day funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the
case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in Canadian
Dollars.
“Sanction”
means any economic or trade sanction administered or enforced by the United States Government (including without limitation, OFAC),
the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions
authority of any relevant jurisdiction where any Restricted Person maintains assets or engages in business.
29
“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Significant Restricted
Persons” means the Company and, as of each relevant date of determination, each Subsidiary of the Company (other than Unrestricted
Subsidiaries) that is a “Significant Subsidiary” as such term is defined in Regulation S-X promulgated under the Securities
Exchange Act of 1934, as amended.
“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
“SOFR Daily Floating
Rate” means, for any day, a fluctuating rate of interest, which can change on each Business Day, equal to the Term SOFR Screen
Rate two (2) U.S. Government Securities Business Days prior to such day, with a term equivalent to one (1) month beginning
on that date; provided, that, if the rate is not published prior to 11:00 a.m. on such determination date then the
SOFR Daily Floating Rate means such Term SOFR Screen Rate on the first (1st) U.S. Government Securities Business Day immediately prior
thereto, in each case; provided, further, that, if the SOFR Daily Floating Rate shall be less than zero, such rate shall be deemed zero
for purposes of this Agreement.
“Specified Acquisition”
means one or more acquisitions of assets or entities or operating lines or divisions or Equity Interests in any rolling 12-month period,
excluding any acquisitions included in a prior Specified Acquisition, for an aggregate purchase price of not less than $50,000,000.
“Specified Equity
Offering” means one or more issuances of equity by the Company for aggregate net cash proceeds of not less than fifty percent
(50%) of the aggregate purchase price of the Specified Acquisition.
“Spot Rate”
for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted
by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through
its principal foreign exchange trading office at approximately 12:00 p.m. on the Business Day immediately preceding the date as
of which the foreign exchange computation is made; provided that the Administrative Agent or such L/C Issuer, as the case may
be, may obtain such spot rate from another comparable and major financial institution reasonably designated by the Administrative Agent
or such L/C Issuer, as the case may be, if the Person acting in such capacity does not have as of the date of determination a spot buying
rate available to it for any such currency; and provided further that such L/C Issuer may use such spot rate quoted on the date
as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in Canadian Dollars.
“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company, unlimited liability company, unlimited liability
corporation or other business entity of which a majority of the shares of securities or other interests having ordinary voting power
for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening
of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through
one or more intermediaries, or both, by such Person; provided, however, that no Unrestricted Subsidiary shall be deemed
to be a Subsidiary of any Restricted Person for purposes of any Loan Document except as provided in Section 7.08 hereof.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Company.
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“Successor Rate”
means each of (i) a Term CORRA Successor Rate and (ii) a Term SOFR Successor Rate.
“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange
Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement; provided, however, that “Swap Contract” shall not
include any physical sales or purchase contract.
“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).
“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.
“Swing Line Lender”
means (a) Bank of America in its capacity as provider of Swing Line Loans (other than Swing Line Loans denominated in Canadian Dollars),
(b) Bank of America, Canada Branch in its capacity as provider of Swing Line Loans denominated in Canadian Dollars, or (c) any
successor swing line lender hereunder.
“Swing Line Loan”
has the meaning specified in Section 2.04(a).
“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the
form of Exhibit B or such other form as may be approved by the Administrative Agent and the requesting Borrower (including
any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately
completed and signed by a Responsible Officer of the requesting Borrower.
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“Swing Line Note”
means a promissory note made by a Borrower in favor of the Swing Line Lender evidencing Swing Line Loans made by the Swing Line Lender
to such Borrower, substantially in the form of Exhibit C-2.
“Swing Line Sublimit”
means an amount equal to the lesser of (a) $225,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.
“Syndication Agents”
means, collectively, the “Syndication Agents” listed on the cover page hereto, each in its capacity as a syndication
agent hereunder.
“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment); provided, however, to the extent included in the foregoing, Operating Leases entered into
in the ordinary course of business are excluded therefrom.
“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term CORRA”
has the meaning set forth in the definition of Canadian Term Rate.
“Term CORRA Adjustment”
means (i) 0.29547% (29.547 basis points) for an Interest Period of one-month’s duration and (ii) 0.32138% (32.138 basis
points) for an Interest Period of three-months’ duration.
“Term CORRA Rate”
has the meaning set forth in the definition of Canadian Term Rate.
“Term CORRA Replacement
Date” has the meaning set forth in Section 3.03(c).
“Term CORRA Scheduled
Unavailability Date” has the meaning set forth in Section 3.03(c)(ii).
“Term CORRA Successor
Rate” has the meaning set forth in Section 3.03(c).
“Term SOFR”
means:
(a) for
any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the
rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first
U.S. Government Securities Business Day immediately prior thereto, in each case, for such Interest Period; and
32
(b) for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day;
provided
that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise
be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
“Term SOFR Committed
Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
“Term SOFR Loan”
means (i) a Term SOFR Committed Loan or (ii) a Swing Line Loan that bears interest at a rate based on SOFR Daily Floating Rate.
“Term SOFR Replacement
Date” has the meaning set forth in Section 3.03(b).
“Term SOFR Scheduled
Unavailability Date” has the meaning set forth in Section 3.03(b)(ii).
“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator reasonably satisfactory
to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing
such quotations as may be reasonably designated by the Administrative Agent from time to time).
“Term SOFR Successor
Rate” has the meaning set forth in Section 3.03(b).
“Threshold Amount”
means $150,000,000.
“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
“Type”
means with respect to a Committed Loan or a Swing Line Loan, its character as a Base Rate Loan, a Canadian Prime Rate Loan, a Term SOFR
Loan or a Canadian Term Rate Loan.
“UCP”
means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such
later version thereof as may be in effect at the applicable time).
“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.
33
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“United States”
and “U.S.” mean the United States of America.
“Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).
“Unrestricted Subsidiary”
has the meaning specified in Section 7.08.
“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
“Withholding Agent”
means the Company, PMLP, PCLPULC and the Administrative Agent.
“Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.
1.02 Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such
other Loan Document:
(a) The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “or” is not exclusive and
the words “include,” “includes” and “including” shall be deemed to be followed
by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect
as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and permitted assigns, (iii) the words “hereto,” “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be
construed to refer to such Loan Document in its entirety and not to any particular provision thereof, unless expressly so limited, (iv) all
references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
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(b) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”
(c) Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.
(d) Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division
of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that
is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
1.03 Accounting
Terms.
(a) Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes
of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness
of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects
of FASB ASC 825 on financial liabilities shall be disregarded and (ii) all liability amounts shall be determined excluding any liability
relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease,
all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and
all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating
lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the
covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect
on December 31, 2025.
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(b) Changes
in GAAP. 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 either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company 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, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent
financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing,
leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements
for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a
mutually acceptable amendment addressing such changes, as provided for above.
1.04 Rounding.
Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein
and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05 Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,
as applicable).
1.06 Exchange
Rates; Currency Equivalents.
(a) The
Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used
for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Canadian Dollars. Such Spot Rates
shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable
currencies until the next Revaluation Date to occur. The Administrative Agent or the applicable L/C Issuer, as applicable, shall notify
the Company from time to time upon request of the Spot Rate in effect at such time and the determination thereof. Except for purposes
of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable.
(b) Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Canadian Term Rate Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Committed Borrowing, Canadian Term Rate Loan or Letter of Credit is denominated in Canadian Dollars, such amount shall be the
Canadian Dollar Equivalent of such Dollar amount (rounded to the nearest unit of Canadian Dollars, with 0.5 of a unit being rounded upward),
as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.
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1.07 Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar
Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such
Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time; provided,
further, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for
one or more automatic reductions in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent
of the amount available to be drawn under such Letter of Credit at such time.
1.08 Interest
Rates; Licensing.
(a) The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including,
for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement
for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the
effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may
engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement
rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments
thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services
in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including,
without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement,
and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect,
special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether
at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation
of any rate (or component thereof) provided by any such information source or service.
(b) By
agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary for use of
the reference rates referred to herein as provided for in this Agreement and it will comply with, preserve, renew and keep in full force
and effect such licenses, permits and approvals for use of such rates under this Agreement.
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Article II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01 Committed
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed
Loan”) to each requesting Borrower in Dollars or in Canadian Dollars from time to time, in each case, on a several basis, on
any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of
such Lender’s Commitment; provided, however, that immediately after giving effect to any Committed Borrowing and determined as
of the date on which such Committed Loans are made, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Loans and Letters of Credit denominated
in Canadian Dollars shall not exceed the Canadian Dollar Sublimit. Within the limits of each Lender’s Commitment, and subject to
the other terms and conditions hereof, each requesting Borrower may borrow under this Section 2.01, prepay under Section 2.05,
and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Term SOFR Loans (with respect to Loans denominated
in Dollars), or Canadian Prime Rate Loans or Canadian Term Rate Loans (with respect to Loans denominated in Canadian Dollars), as further
provided herein.
2.02 Borrowings,
Conversions and Continuations of Committed Loans.
(a) Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Term SOFR Committed Loans
or Canadian Term Rate Committed Loans shall be made upon a Borrower’s irrevocable (subject to Section 3.03) notice
to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic
notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice
must be received by the Administrative Agent not later than 12:00 p.m. (i) three Business Days prior to the requested date
of (A) any Borrowing of Canadian Term Rate Committed Loans or (B) any continuation of Canadian Term Rate Committed Loans, or
(C) Canadian Prime Rate Committed Loans, (ii) two Business Days prior to the requested date of (A) any Borrowing of Term
SOFR Committed Loans, or (B) any conversion to or continuation of Term SOFR Committed Loans, and (iii) on the requested date
of any Borrowing of or conversion to Base Rate Committed Loans.
(b) Each
Borrowing of, conversion to or continuation of (A) Term SOFR Committed Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof and (B) Canadian Term Rate Committed Loans shall be in a principal amount of C$1,000,000
or a whole multiple of C$100,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing
of or conversion to (A) Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in
excess thereof, and (B) Canadian Prime Rate Committed Loans shall be in a principal amount of C$1,000,000 or a whole multiple of
C$100,000 in excess thereof.
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(c) Each
Committed Loan Notice shall specify (i) whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans
from one Type to the other, or a continuation of Term SOFR Committed Loans or Canadian Term Rate Committed Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount
of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing
Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the
currency of the Committed Loans to be borrowed and (vii) the applicable Borrower. If a Borrower fails to specify a currency in a
Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If a Borrower fails to
specify a Type of Committed Loan in a Committed Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or converted to Base Rate Loans (with respect to Loans denominated
in Dollars); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated
in Canadian Dollars, such Loans shall be continued as Canadian Term Rate Committed Loans in their original currency with an Interest
Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then
in effect with respect to the applicable Term SOFR Committed Loans or Canadian Term Rate Committed Loans. If a Borrower requests a Borrowing
of, conversion to, or continuation of Term SOFR Committed Loans or Canadian Term Rate Committed Loans in any such Committed Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be
converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency
of such Committed Loan and reborrowed in the other currency.
(d) Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Company, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 2:00 p.m., in the case
of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case
of any Committed Loan in Canadian Dollars, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative
Agent, at the Company’s election, either by (i) crediting the account of such Borrower on the books of Bank of America with
the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative
Agent by the Company as set forth in the Committed Loan Notice; provided, however, that if, immediately prior to delivery
by the applicable Borrower of the Committed Loan Notice with respect to such Borrowing, there are L/C Borrowings in such currency outstanding,
then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second,
shall be made available to the applicable Borrower as provided above.
(e) Except
as otherwise provided herein, a Term SOFR Committed Loan or Canadian Term Rate Committed Loan may be continued or converted only on the
last day of an Interest Period for such Term SOFR Committed Loan or Canadian Term Rate Committed Loan, as applicable. Upon the occurrence
and during the continuation of an Event of Default, no Loans may be requested as, converted to or continued as Term SOFR Committed Loans
or Canadian Term Rate Committed Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all
of the then outstanding Canadian Term Rate Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof,
in each case, on the last day of the then current Interest Period with respect thereto.
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(f) The
Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Term
SOFR Committed Loans or Canadian Term Rate Committed Loans upon determination of such interest rate. At any time that Base Rate Loans
or Canadian Prime Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank
of America’s prime rate used in determining the Base Rate or Canadian Prime Rate, as applicable, and the effective date thereof
promptly following the public announcement of such change.
(g) After
giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in effect at any one time with respect to Committed Loans.
(h) With
respect to SOFR, Term SOFR, Canadian Prime Rate or Canadian Term Rate, the Administrative Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment
implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
2.03 Letters
of Credit.
(a) General.
Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, each L/C Issuer
agrees, at the request of any Borrower and in reliance on the agreements of the Lenders set forth in this Section 2.03, to
issue (and to renew, amend or extend) at any time and from time to time during the Availability Period, Letters of Credit denominated
in Dollars or in Canadian Dollars (unless the applicable L/C Issuer shall have notified the Company that such L/C Issuer does not as
of such requested issuance date issue Letters of Credit in Canadian Dollars) for the account of such Borrower, for its use and the use
of any of its Subsidiaries, in such form as is acceptable to the Administrative Agent and such L/C Issuer in its reasonable determination.
Letters of Credit issued hereunder shall constitute utilization of the Commitments. All Existing Letters of Credit shall be deemed to
have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(b) Notice
of Issuance, Amendment, Extension, Reinstatement or Renewal. To request the issuance of a Letter of Credit (or the amendment of the
terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal
of an outstanding Letter of Credit), the applicable Borrower shall deliver (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer selected by it and to the Administrative Agent not later
than 12:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree
in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and
specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.03), the amount of such Letter of
Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information
as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the applicable L/C Issuer,
the applicable Borrower also shall submit a Letter of Credit Application in connection with any request for a Letter of Credit. In the
event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit
application and reimbursement agreement or other agreement submitted by the applicable Borrower to, or entered into by such Borrower
with, an L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
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If a Borrower so requests
in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a
Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving written prior notice to the beneficiary thereof not
later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon between such
Borrower and the applicable L/C Issuer at the time such Letter of Credit is issued. Each L/C Issuer of any Auto-Extension Letter of Credit
hereby agrees to contemporaneously furnish to the applicable Borrower a copy of any denial of the extension of such Auto-Extension Letter
of Credit. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request
to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry
date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any
such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section 2.03(c) or otherwise), or (B) it has received notice (which may be by telephone or in writing)
on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent (who hereby
agrees to provide contemporaneous notice to the requesting Borrower) that the Required Lenders have elected not to permit such extension
or (2) from the Administrative Agent (who hereby agrees to provide contemporaneous notice to such Borrower) or such Borrower that
one or more of the applicable conditions specified in Section 4.02 is not then satisfied, specifying in reasonable detail
the relevant condition or conditions not then satisfied, and such condition or conditions, as applicable, are unsatisfied on such extension
date, and the basis for such assertion, and in each such case directing such L/C Issuer not to permit such extension.
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(c) Limitations
on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and
upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the applicable Borrower shall be deemed to represent
and warrant that (based on the Company’s reasonable determination of the Dollar Equivalent of any such Obligations denominated
in Canadian Dollars), after giving effect to such issuance, amendment, extension, reinstatement or renewal, (i) the aggregate amount
of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment, (ii) the aggregate L/C Obligations
shall not exceed the L/C Sublimit, (iii) the Total Outstandings shall not exceed the Aggregate Commitments, (iv) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, shall not exceed
such Lender’s Commitment, and (v) the aggregate Outstanding Amount of all Loans and Letters of Credit denominated in Canadian
Dollars shall not exceed the Canadian Dollar Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the
Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(i) No
L/C Issuer shall be under any obligation to issue any Letter of Credit if:
(A) any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer
from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain
from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect
to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is entitled to be, but is not so,
compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any loss, cost or expense which was not
applicable on the Closing Date and which such L/C Issuer in good faith deems material to it (for which such L/C Issuer is entitled to
be, but is not so, reimbursed hereunder);
(B) the
issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; provided
that, upon request of the applicable Borrower, the applicable L/C Issuer shall provide to such Borrower a reasonably detailed description
thereof;
(C) except
as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(D) the
Letter of Credit is to be denominated in a currency other than Dollars or Canadian Dollars;
(E) such
L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
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(F) any
Lender is at that time a Defaulting Lender, unless either (1) the requesting Borrower has delivered to the Administrative Agent
Cash Collateral in an amount equal to such L/C Issuer’s actual Fronting Exposure (after giving effect to Section 2.18(a)(iv) and
any other Cash Collateral provided by the Defaulting Lender) with respect to the Defaulting Lender or (2) such L/C Issuer has otherwise
entered into arrangements satisfactory to such L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate such
L/C Issuer’s Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender,
in either case, arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations
as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or
(G) the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(ii) No
L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its
amended form under the terms hereof.
(iii) No
L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time
to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not
accept the proposed amendment to the Letter of Credit.
(d) Expiration
Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) subject to Section 2.03(b),
the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date
thereof, whether automatic or by amendment, twelve months after the then current expiration date of such Letter of Credit) and (ii) the
Letter of Credit Expiration Date.
(e) Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof),
and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to each Lender,
and each Lender hereby acquires from such L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and irrevocable
and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter
of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.
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In consideration and in furtherance
of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account
of the applicable L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by an L/C Issuer not later than
1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Lenders pursuant to Section 2.03(f) until
such L/C Disbursement is reimbursed by the Company or at any time after any reimbursement payment is required to be refunded to the Company
for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by
such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Company pursuant to Section 2.03(f), the Administrative Agent shall distribute
such payment to the applicable L/C Issuer or, to the extent that the Lenders have made payments pursuant to this clause (e) to reimburse
such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this
clause (e) to reimburse an L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Company of
its obligation to reimburse such L/C Disbursement.
Each Lender further acknowledges
and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage
of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant
to the operation of Section 2.14 or 2.16, as a result of an assignment in accordance with Section 11.06
or otherwise pursuant to this Agreement.
If any Lender fails to make
available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.03(e), then, without limiting the other provisions of this Agreement, the applicable
L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable L/C Issuer in accordance
with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by
such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so
paid (without interest and fees as aforesaid) shall constitute such Lender’s Committed Loan included in the relevant Committed
Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest
error.
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(f) Reimbursement.
If an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such L/C Issuer in respect
of such L/C Disbursement (in the case of a Letter of Credit denominated in Canadian Dollars, the applicable Borrower shall reimburse
the applicable L/C Issuer in Canadian Dollars, unless such Borrower and such L/C Issuer agree that such Borrower will reimburse such
L/C Issuer in Dollars; in the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian
Dollars, the applicable L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00
noon on (i) the Business Day that the applicable Borrower receives notice of such L/C Disbursement, if such notice is received prior
to 10:00 a.m. on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable
Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in Canadian Dollars or (ii) the Business
Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time,
provided that, if such L/C Disbursement is not less than $1,000,000, the applicable Borrower may, subject to the conditions to borrowing
set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with
a Committed Borrowing of Base Rate Loans (with respect to Letters of Credit denominated in Dollars) or Canadian Prime Rate Loans (with
respect to Letters of Credit denominated in Canadian Dollars) in an equivalent amount and, to the extent so financed, such Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Committed Borrowing of Base Rate Loans
(with respect to Letters of Credit denominated in Dollars) or Canadian Prime Rate Loans (with respect to Letters of Credit denominated
in Canadian Dollars. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender
of the applicable L/C Disbursement, the payment then due from such Borrower in respect thereof (the “Unreimbursed Amount”)
and such Lender’s Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Committed
Borrowing of Base Rate Loans (with respect to Letters of Credit denominated in Dollars) or Canadian Prime Rate Loans (with respect to
Letters of Credit denominated in Canadian Dollars) to be disbursed on the date of payment by the applicable L/C Issuer under a Letter
of Credit in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans (with respect to Letters of Credit denominated in Dollars) or Canadian Prime Rate Loans (with
respect to Letters of Credit denominated in Canadian Dollars), but subject to the amount of the unutilized portion of the Aggregate Commitments
and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice and without giving effect
to such Borrower’s failure to so reimburse such L/C Issuer as provided in this clause (f)). Any notice given by any L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed
in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(g) Obligations
Absolute. The obligation of the applicable Borrower to reimburse each applicable L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement under all circumstances, including the following:
(i) any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii) the
existence of any claim, counterclaim, setoff, defense or other right that the Company or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of Credit;
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(iv) waiver
by any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of any Borrower or any
waiver by such L/C Issuer which does not in fact materially prejudice any Borrower;
(v) honor
of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;
(vi) any
payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,
or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,
the ISP or the UCP, as applicable;
(vii) any
payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law;
(viii) any
adverse change in the relevant exchange rates or in the availability of Canadian Dollars to the Company or any Subsidiary or in the relevant
currency markets generally; or
(ix) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03,
constitute a legal or equitable discharge of, or provide a right of setoff against, any Borrower’s obligations hereunder.
Each Borrower shall promptly
examine a copy of each Letter of Credit requested by it and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the applicable L/C
Issuer and such L/C Issuer will correct such claim in conformity with such Borrower’s instructions or as otherwise agreed between
such Borrower and such L/C Issuer, subject to the terms hereof. Each Borrower shall be conclusively deemed to have waived any such claim
against each L/C Issuer and its correspondents unless such notice is given as aforesaid.
None of the Administrative
Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising
from causes beyond the control of the applicable L/C Issuer; provided that the foregoing shall not be construed to excuse an L/C
Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by each Borrower to the extent permitted by Applicable Law) suffered by such Borrower that are caused by such
L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part
of an L/C Issuer (as finally determined by a court of competent jurisdiction), an L/C Issuer shall be deemed to have exercised care in
each such determination, and that:
(i) an
L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified
true copy marked as such or waive a requirement for its presentation;
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(ii) an
L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without
responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation
of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to
any non-documentary condition in such Letter of Credit;
(iii) an
L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents
are not in strict compliance with the terms of such Letter of Credit; and
(iv) this
sentence shall establish the standard of care to be exercised by an L/C Issuer when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law,
any standard of care inconsistent with the foregoing).
Without limiting the foregoing,
none of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility
by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent,
bad faith, or illegal conduct of the beneficiary or other Person, (ii) an L/C Issuer declining to take-up documents and make payment
(A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following
a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) an L/C
Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party
claim notified to such L/C Issuer, and upon the occurrence of any of the foregoing, the applicable L/C Issuer shall promptly notify the
applicable Borrower of the details thereof.
(h) Applicability
of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the applicable Borrower when a Letter of Credit
is issued, including any such agreement applicable to an Existing Letter of Credit, (i) the rules of the ISP shall apply to
each standby Letter of Credit, and (ii) the rules of the UCP, as most recently published at the time of issuance, shall apply
to each commercial Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to any Borrower for, and no L/C
Issuer’s rights and remedies against a Borrower shall be impaired by, any action or inaction of any L/C Issuer required or permitted
under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the
Law or any order of a jurisdiction where any L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable,
or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for
Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law &
Practice, whether or not any Letter of Credit chooses such law or practice.
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(i) Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,
and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as
used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein
with respect to such L/C Issuer.
(j) Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each commercial or standby Letter of Credit equal
to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit; provided, however, any
Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such
Defaulting Lender or the Company has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03
shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in
their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.18(a)(iv), with the balance
of such fee, if any, payable to such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Such
Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during
any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, during any Default Rate Period, all Letter of Credit Fees shall accrue at the Default Rate.
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(k) Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the applicable L/C Issuer for
its own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letters, computed
on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, and (ii) with respect to
each standby Letter of Credit, at the rate per annum specified in the Fee Letters, computed on the Dollar Equivalent of the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee with respect to standby Letters
of Credit shall be due and payable on the third Business Day after the end of each March, June, September and December in respect
of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes
of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.07. In addition, the Company shall pay directly to the applicable L/C Issuer for its own account
in Dollars the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such
L/C Issuer relating to letters of credit as from time to time in effect, effective schedules of which will be provided to the Company
upon its request. Such customary fees and standard costs and charges are due and payable quarterly in arrears on the first Business Day
after the end of each March, June, September and December and are nonrefundable.
(l) Disbursement
Procedures. The applicable L/C Issuer for any Letter of Credit shall, within the time allowed by Applicable Laws or the specific
terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under
such Letter of Credit. Such L/C Issuer shall promptly after such examination notify the Administrative Agent and the applicable Borrower
in writing of such demand for payment if such L/C Issuer has made or will make an L/C Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such L/C Issuer and the
Lenders with respect to any such L/C Disbursement.
(m) Interim
Interest. If the applicable L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the applicable Borrower
shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest,
for each day from and including the date such L/C Disbursement is made to but excluding the date that such Borrower reimburses such L/C
Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that if such Borrower fails to reimburse such
L/C Disbursement when due pursuant to clause (f) of this Section 2.03, then Section 2.08(b) shall
apply. Interest accrued pursuant to this clause (m) shall be for account of such L/C Issuer, except that interest accrued
on and after the date of payment by any Lender pursuant to clause (c) of this Section 2.03 to reimburse such
L/C Issuer shall be for account of such Lender to the extent of such payment.
(n) Replacement
of any L/C Issuer. Any L/C Issuer may be replaced at any time by written agreement between the Company, the Administrative Agent,
the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an
L/C Issuer. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the
account of the replaced L/C Issuer pursuant to Section 2.03(j). From and after the effective date of any such replacement,
(i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters
of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include
such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement
of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations
of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required
to issue additional Letters of Credit.
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(o) Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with L/C Obligations
representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of cash collateral pursuant to this clause (o), such
Borrower shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent (the
“Collateral Account”) an amount in cash equal to 102% of the total L/C Obligations as of such date plus any
accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event
of Default with respect to such Borrower described in clause (f) of Section 8.01. Such deposit shall be held by
the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement.
In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain
outstanding after the expiration date specified in said clause (d), the applicable Borrower shall immediately deposit into the Collateral
Account an amount in cash equal to 102% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.
The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest
earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent
and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent
to reimburse each L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary
processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable
Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders
with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of such Borrower under
this Agreement. If the applicable Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business
Days after all Events of Default have been cured or waived.
(p) L/C
Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition
to its notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent a Letter of Credit
Report, as set forth below:
(i) reasonably
prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment,
renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment,
renewal or extension (and whether the amounts thereof shall have changed);
(ii) on
each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;
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(iii) on
any Business Day on which a Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such
L/C Issuer on such day, the date of such failure and the amount of such payment;
(iv) on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued
by such L/C Issuer; and
(v) for
so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on
the fifth (5th) Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to
be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is
any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report
appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.
(q) Additional
L/C Issuers. Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of
Additional L/C Issuer which shall be signed by the Company, the Administrative Agent and the applicable L/C Issuer. Such new L/C Issuer
shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully
executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of
such new L/C Issuer.
(r) Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.
(s) Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit is issued or outstanding hereunder is in support of any
obligations of a Subsidiary, the applicable Borrower (and not any such Subsidiary) that requested such Letter of Credit shall be obligated
to reimburse, indemnify and compensate the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit requested
by it. Each Borrower irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any
or all of the obligations of such Subsidiary in respect of such Letter of Credit. Each Borrower hereby acknowledges that the issuance
of Letters of Credit requested by it in support of the obligations of any of its Subsidiaries inures to the benefit of such Borrower,
and that such Borrower’s business derives benefits from the business of such Subsidiary.
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2.04 Swing
Line Loans.
(a) The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of
the other Lenders set forth in this Section 2.04, to make loans in Dollars or in Canadian Dollars from time to time (each
such loan, a “Swing Line Loan”) to each requesting Borrower, in each case, on a several basis, from time to time on
any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing
Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s
Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Commitment, and provided, further,
that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, each requesting Borrower may borrow under this Section 2.04,
prepay under Section 2.05, and reborrow under this Section 2.04. Swing Line Loans may be Base Rate Loans, Canadian
Prime Rate Loans, Term SOFR Loans or Canadian Swing Line Rate Loans. Immediately upon the making of a Swing Line Loan to a Borrower,
each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation
in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such
Swing Line Loan.
(b) Borrowing
Procedures. Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by (A) telephone, or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice
must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 (with respect to Swing Line Loans denominated
in Dollars) or C$1,000,000 (with respect to Swing Line Loans denominated in Canadian Dollars), (ii) whether such Swing Line Loan
is a Base Rate Loan, a Canadian Prime Rate Loan, a Term SOFR Loan or a Canadian Swing Line Rate Loan, (iii) the requested borrowing
date, which shall be a Business Day and (iv) the currency of the Swing Line Loan to be borrowed. Promptly after receipt by the Swing
Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a),
or (B) that it believes in good faith that one or more of the applicable conditions specified in Section 4.02 is not
then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied and the basis for such assertion,
and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to
the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., in the case of any Swing Line Loan denominated
in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian
Dollars, in each case on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to such Borrower, at such Borrower’s election, either by (i) crediting the account of such Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided
to the Administrative Agent by such Borrower as set forth in the Swing Line Loan Notice.
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(c) Refinancing
of Swing Line Loans.
(i) The
Swing Line Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan (with respect to Swing Line Loans
denominated in Dollars) or a Canadian Prime Rate Loan (with respect to Swing Line Loans denominated in Canadian Dollars), in each case,
in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans denominated in such currency then outstanding.
Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in
accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans or Canadian Prime Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions
set forth in Section 4.02. The Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at
the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Committed Loan Notice, whereupon,
subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed
Loan (with respect Swing Line Loans denominated in Dollars) or Canadian Prime Rate Loan (with respect Swing Line Loans denominated in
Canadian Dollars) to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing
Line Lender.
(ii) If
for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i) or
pursuant to a Borrowing requested in accordance with Section 2.02, as the case may be, the request for Base Rate Committed
Loans or Canadian Prime Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.
(iii) If
any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect and a
rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the portion thereof equal to such Lender’s Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation
in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
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(iv) Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever,
(B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to
any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair
the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.
(d) Repayment
of Participations.
(i) At
any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment
on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded)
in the same funds as those received by the Swing Line Lender.
(ii) If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by
the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.
The obligations of the Lenders under this clause shall survive the payment in full of the payment Obligations and the termination of
this Agreement.
(e) Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the applicable Borrower for interest on
the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or Canadian Prime Rate Committed Loan or risk participation
pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.
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(f) Payments
Directly to Swing Line Lender. The applicable Borrower shall make all payments of principal and interest in respect of the Swing
Line Loans directly to the Swing Line Lender.
2.05 Prepayments.
(a) Each
Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed
Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 12:00 p.m. (A) (x) two Business Days prior to any date of prepayment of Term SOFR Committed Loans
or (y) three Business Days prior to any date of prepayment of Canadian Term Rate Committed Loans and (B) on the date of prepayment
of Base Rate Committed Loans or Canadian Prime Rate Loans; (ii) any prepayment of Term SOFR Committed Loans shall be in a principal
amount of $2,500,000 or a whole multiple of $250,000 in excess thereof; (iii) any prepayment of Canadian Term Rate Committed Loans
shall be in a minimum principal amount of C$2,500,000 or a whole multiple of C$500,000 in excess thereof, (iv) any prepayment of
Base Rate Committed Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof and (v) any
prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$250,000 or a whole multiple of C$50,000 in excess thereof,
or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Committed Loans or Canadian Term Rate Committed
Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given
by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein; provided, that a notice of prepayment delivered by such Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities or the closing of a securities offering, and the receipt of proceeds thereunder, in
which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such conditions are not satisfied. Any prepayment of a Term SOFR Loan or Canadian Term Rate Loan shall be accompanied by all
accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to
Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective
Applicable Percentages.
(b) Each
Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.
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(c) If
for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately upon
demand prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however,
that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then
in effect.
(d) If
for any reason the Outstanding Amount of all Loans and Letters of Credit denominated in Canadian Dollars at such time exceeds an amount
equal to 105% of the Canadian Dollar Sublimit then in effect, then the Borrowers shall immediately upon demand prepay Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall
not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment
in full of the Committed Loans and Swing Line Loans in Canadian Dollars the Outstanding Amount of all Letters of Credit denominated in
Canadian Dollars exceeds the Canadian Dollar Sublimit.
2.06 Termination
or Reduction of Commitments. The Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative
Agent not later than 12:00 p.m. two Business Days prior to the date of termination or reduction, (ii) any such partial reduction
shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total
Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments,
the Canadian Dollar Sublimit, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit
shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice
of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied
to the Canadian Dollar Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate
Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
2.07 Repayment
of Loans.
(a) Each
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to such Borrower outstanding
on such date.
(b) Each
Borrower shall repay each Swing Line Loan made to such Borrower on the earlier to occur of (i) the date ten Business Days after
such Loan is made and (ii) the Maturity Date. At any time that there shall exist a Defaulting Lender, immediately upon the request
of the Swing Line Lender and after giving effect to Section 2.18(a)(iv) and any Cash Collateral then held by the Swing
Line Lender, the Company shall repay the outstanding Swing Line Loans made by such Swing Line Lender in an amount sufficient to eliminate
any Fronting Exposure in respect of such Swing Line Loans.
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2.08 Interest.
(a) Subject
to the provisions of subsection (b) below, (i) each Term SOFR Committed Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable
Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Canadian Term Rate Committed Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Canadian Term Rate for
such Interest Period plus the Applicable Rate; (iv) each Canadian Prime Rate Committed Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable
Rate; (v) each Term SOFR Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to SOFR Daily Floating Rate plus the Applicable Rate; (vi) each Base Rate Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate; (vii) each Canadian Swing Line Rate Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Canadian Swing Line Rate plus the Applicable Rate; and (viii) each
Canadian Prime Rate Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate.
(b) (i) If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by Applicable Laws.
(ii) If
any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due, whether at stated
maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at
a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(iii) During
any Default Rate Period, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(iv) Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.
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(d) For
the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a
year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such
rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number
of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed
reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein
are intended to be nominal rates and not effective rates or yields.
2.09 Fees.
In addition to certain fees described in subsections (j) and (k) of Section 2.03:
(a) Commitment
Fee. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the
sum of (i) the Outstanding Amount of Committed Loans, and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment
as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted
towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue
at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02 is
not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable,
thereafter on demand). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate
during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.
(b) Other
Fees.
(i) The
Company shall pay to the Arrangers and the Administrative Agent for their own respective accounts in Dollars fees in the amounts and
at the times specified in their respective Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever, except as expressly set forth therein.
(ii) The
Company shall pay to the Lenders such fees as shall have been separately agreed upon between the Company and the Administrative Agent
and/or Lenders, as the case may be, in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid
and shall not be refundable for any reason whatsoever, except as expressly agreed to in writing.
2.10 Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term
SOFR), Canadian Prime Rate Loans, Canadian Term Rate Loans and Canadian Swing Line Rate Loans shall be made on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the
basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on
which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of
an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
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2.11 Evidence
of Debt.
(a) The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders to each Borrower and the interest and payments thereon.
Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder
to pay any amount owing on their respective payment Obligations. In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent,
such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Committed Loan Note and/or a Swing Line Note,
as applicable, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may
attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments
with respect thereto.
(b) In
addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit
and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error.
2.12 Payments
Generally; Administrative Agent’s Clawback.
(a) General.
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in Canadian Dollars,
all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which
such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the
date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal
and interest on Loans denominated in Canadian Dollars shall be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the applicable Administrative Agent’s Office in Canadian Dollars and in Same Day Funds not later
than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason, any Borrower is prohibited
by any Law from making any required payment hereunder in Canadian Dollars, such Borrower shall make such payment in Dollars in the Dollar
Equivalent of the Canadian Dollars payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage
(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after
the Applicable Time specified by the Administrative Agent in the case of payments in Canadian Dollars, shall in each case be deemed received
on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.
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(b) (i) Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Committed Borrowing of Term SOFR Loans or Canadian Term Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans or Canadian Prime Rate Loans prior to 1:00 p.m. on the date of such Committed Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed
Borrowing of Base Rate Loans or Canadian Prime Rate Loans, that such Lender has made such share available in accordance with and at the
time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative
Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by
such Lender, the greater of the applicable Overnight Rate from time to time in effect and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower,
the interest rate applicable to Base Rate Loans or Canadian Prime Rate Loans, as applicable. If such Borrower and such Lender shall pay
such principal or interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to such Borrower the amount of such principal and interest paid by such Borrower for such period. If such Lender pays its share
of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid (excluding interest and fees as aforesaid)
shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by such Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
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(ii) Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuers, as the case may be, the
amount due.
With respect to any payment
that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable
Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a
payment in excess of the amount so paid by such Borrower (whether or not then owed); or (3) the Administrative agent has for any
reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer,
in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.
A notice of the Administrative
Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.
(c) Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such
Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available
to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received
from such Lender) to such Lender, without interest.
(d) Obligations
of Lenders and L/C Issuers Several. The obligations of (i) the Lenders hereunder to make Committed Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(d) , and (ii) the L/C
Issuers hereunder to issue (and to renew, amend or extend) Letters of Credit, are in each case several and not joint. The failure of
(i) any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 11.04(d),
or (ii) any L/C Issuer to issue (or renew, amend or extend) any Letter of Credit, on any date required hereunder shall not in either
case relieve any other Lender or L/C Issuer, as applicable, of its corresponding obligation to do so on such date, and (x) no Lender
shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its
payment under Section 11.04(d), and (y) no L/C Issuer shall be responsible for the failure of any other L/C Issuer to
so issue (or renew, amend or extend) any such Letter of Credit.
(e) Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.
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2.13 Sharing
of Payments by Lenders. Subject to Section 11.08 with respect to a Defaulting Lender, if any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans
made by it or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its Applicable
Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent
of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations
and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:
(i) if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
and
(ii) the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of a Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations
in L/C Obligations or Swing Line Loans to any permitted assignee or participant, other than an assignment to the Company or any Subsidiary
thereof (as to which the provisions of this Section shall apply).
Each
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
2.14 Extension
of Maturity Date.
(a) Requests
for Extension. The Company may once each calendar year during the Availability Period, by notice to the Administrative Agent (who
shall promptly notify the Lenders) not earlier than 30 days prior to the first anniversary of the Closing Date and not later than 30
days prior to the Maturity Date then in effect hereunder (the “Existing Maturity Date”), request that each Lender
extend such Lender’s Maturity Date for one additional year from the Existing Maturity Date.
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(b) Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given
not later than the date (the “Notice Date”) that is 15 days after the date of the Company’s notice to the Administrative
Agent under subsection (a) above, advise the Administrative Agent (and the Administrative Agent shall upon the Company’s request
prior to the Notice Date advise the Company as to Lenders’ responses) whether or not such Lender agrees to such extension, and
each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative
Agent of such fact promptly after such determination (but in any event no later than the Notice Date); provided, that any Lender
that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election
of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c) Notification
by the Administrative Agent. The Administrative Agent shall notify the Company of each Lender’s determination under this Section on
the Notice Date (or, if such date is not a Business Day, on the next following Business Day).
(d) Additional
Commitment Lenders. The Company shall have the right, both before and after the effectiveness of a requested extension under this
Section 2.14, to replace any Non-Extending Lender (with respect to all or any portion of its Commitment) with, and add as
“Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each such Eligible Assignee replacing a
Non-Extending Lender on or before the effectiveness of a requested extension under this Section 2.14, an “Additional
Commitment Lender”) as provided in Section 3.06(b) and Section 11.13; provided that each
such Additional Commitment Lender shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall,
effective as of the effectiveness of such requested extension, undertake a Commitment (and, if any such Additional Commitment Lender
is a Lender on the effective date referenced in the immediately succeeding clause (e), its Commitment shall be in addition to such Lender’s
Commitment hereunder on such date). Any Eligible Assignee replacing a Non-Extending Lender after the effectiveness of a requested extension
shall enter into an Assignment and Assumption with such Non-Extending Lender assuming such Non-Extending Lender’s Commitment with
such extended Maturity Date.
(e) Minimum
Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity
Date (each an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders shall be more
than 50% of the aggregate amount of the Commitments in effect on the Notice Date, then, subject to the conditions set forth in Section 2.14(d),
effective as of the Notice Date, or such later date as the Administrative Agent and the Company shall agree, the Maturity Date of each
Extending Lender and of each Additional Commitment Lender shall be extended to the same date one year after the Existing Maturity Date
(except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each
Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. The Maturity Date of each
Non-Extending Lender remaining a Lender hereunder shall remain the Existing Maturity Date; provided, the Company shall continue
to have the right to replace any such Non-Extending Lender (with respect to all or any portion of its Commitment) following the effectiveness
of any such extension as provided in Section 2.14(d).
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(f) Conditions
to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent
a certificate dated as of the Notice Date signed by a Responsible Officer of the Company (i) certifying and attaching the resolutions
adopted by the Company approving or consenting to such extension and (ii) certifying that, before and immediately after giving effect
to such extension, (A) the representations and warranties of (1) the Company contained in Article V and (2) any
Loan Party in any other Loan Document are true and correct in all material respects on and as of the Notice Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition,
on the Maturity Date of each Non-Extending Lender, each Borrower shall prepay the Loans made to such Borrower and outstanding on such
date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans
ratable with any revised Applicable Percentages of the Lenders effective as of such date.
(g) Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
2.15 Designated
Borrowers.
(a) The
Company may at any time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion), designate any wholly-owned Canadian Subsidiary of the Company
(an “Applicant Borrower”) as a Designated Borrower hereunder by delivering to the Administrative Agent (which shall
promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F-1
(a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to
any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent shall have received
(i) such supporting resolutions, incumbency certificates, certification as to Canadian corporate access number, opinions of counsel
and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be reasonably
requested by the Administrative Agent or the Required Lenders, and Notes signed by such new Borrowers to the extent any Lenders so request,
and (ii) upon the reasonable request of any Lender made within five days of the date of the applicable Designated Borrower Request
and Assumption Agreement, the Applicant Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with,
the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the PATRIOT Act, in each case within eight days of the date of such Designated
Borrower Request and Assumption Agreement, and any Applicant Borrower that qualifies as a “legal entity customer” under the
Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation
to such Applicant Borrower. Promptly following receipt of all such requested resolutions, incumbency certificates, certification, opinions
of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit F-2
(a “Designated Borrower Notice”) to the Company and the Lenders specifying the date of such notice (or such later
date as the Company and the Administrative Agent may agree) as the effective date upon which the Applicant Borrower shall constitute
a Designated Borrower for purposes hereof. From such effective date to the date on which such Person’s status as a Designated Borrower
is terminated pursuant to the immediately succeeding clause (c), (y) each of the parties agrees that such Designated Borrower shall
be a Borrower for all purposes of this Agreement and the other Loan Documents and shall be entitled to request extensions of credit hereunder
and (z) each Lender and the L/C Issuer agree to extend credit to such Designated Borrower, in each case, on the terms and subject
to the conditions set forth herein. Notwithstanding the foregoing procedure for designating a Person as a Designated Borrower, effective
as of the Closing Date, PCLPULC shall be a “Designated Borrower” hereunder.
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(b) Each
Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.15 hereby irrevocably
appoints the Company as its agent for purposes of (i) requesting Committed Borrowings, conversions of Committed Loans from one Type
to the other, and continuations of Term SOFR Committed Loans and Canadian Term Rate Committed Loans on its behalf pursuant to Section 2.02,
requesting Letters of Credit on its behalf pursuant to Section 2.03, and requesting Swing Line Loans on its behalf pursuant
to Section 2.04, which requests may also be made by such Designated Borrower and (ii) receiving any notice, demand,
consent, acknowledgement, direction, certification or other communication to be delivered by the Administrative Agent, any L/C Issuer
or the Swing Line Lender to any Designated Borrower under this Agreement or any other Loan Document.
(c) The
Company may from time to time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent and Lenders
(or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Subsidiary’s status as
a Designated Borrower, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it or any outstanding Letters of Credit for the account of such Designated
Borrower as of the effective date of such termination, which in any such event have not been assumed by the Company or one or more other
Designated Borrowers. From and after the date of such termination and until the date such Person is re-designated a Designated Borrower,
references to the term “Designated Borrower” shall exclude such Person.
2.16 Increase
in Commitments.
(a) Request
for Increase. Provided there exists no Default, upon (i) notice to the Administrative Agent (which shall promptly notify the
Lenders) and (ii) substantially contemporaneous notice (with copy thereof to the Administrative Agent) to Eligible Assignees not
then Lenders (each such Eligible Assignee, a “Proposed Lender”), the Company shall have the right promptly to effectuate
from time to time and at any time, in accordance with the terms hereof, an increase in the aggregate amount of the then Aggregate Commitments;
provided that (y) the aggregate amount of the Aggregate Commitments as so increased shall not at any time exceed $4,000,000,000,
and (z) each such increase shall be in a minimum amount of $50,000,000. At the time of sending such notices, the Company (in consultation
with the Administrative Agent) shall specify the time period within which each Lender and Proposed Lender is requested to respond (which
shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders, and which may be extended
upon agreement by the Company and the Administrative Agent).
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(b) Lender
Elections to Increase. Each Lender shall promptly notify the Administrative Agent and the Company within such time period whether
or not it agrees to increase the amount of its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage (as it existed immediately prior to such proposed increase) and the amount of such proposed increase. Each Proposed Lender
shall promptly notify the Administrative Agent and the Company within such time period whether or not it agrees to participate in such
increased amount of the Aggregate Commitments, and at what amount it proposes to participate in such increased amount. Any Lender or
Proposed Lender not responding within such time period shall be deemed to have declined to increase its Commitment, or participate in
the increase in the aggregate amount of the Aggregate Commitments, as the case may be.
(c) Effective
Date and Allocations. If the aggregate amount of Aggregate Commitments are increased in accordance with this Section 2.16,
the Administrative Agent and the Company shall promptly thereafter determine the effective date thereof (the “Increase Effective
Date”) and the final allocation of such increase, and the Administrative Agent shall promptly notify the Company and the Lenders
(including Proposed Lenders that have agreed to participate in such increase) of the final allocation of such increase and the Increase
Effective Date.
(d) Conditions
to Effectiveness of Increase. As conditions precedent to each increase, (i) the Company shall deliver to the Administrative
Agent a certificate of the Company dated as of the applicable Increase Effective Date, signed by a Responsible Officer of the Company,
(y) certifying and attaching the resolutions adopted by the Company, PMLP and PCLPULC, respectively, authorizing or consenting to
such increase, as the case may be, and (z) certifying that, immediately before and after giving effect to such increase, (A) the
representations and warranties of (1) the Company contained in Article V of this Agreement and (2) any Loan Party
in any other Loan Document are true and correct in all material respects on and as of such applicable Increase Effective Date, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations
and warranties contained in Section 5.05(a) and (b) shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event
of Default exists, (ii) (x) upon the reasonable request of any Lender made at least three Business Days prior to the Increase
Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation
and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Increase Effective
Date and (y) at least three Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial
Ownership Certification in relation to such Loan Party, and (iii) each Proposed Lender that is becoming a Lender shall (y) be
subject to the reasonable approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender, which approvals shall not
be unreasonably withheld, delayed or conditioned, and (z) execute and deliver a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent, the L/C Issuers, the Swing Line Lender and the Company. The Company shall prepay any Committed
Loans outstanding on such applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Committed Loans ratable with the Applicable Percentages resulting from any non-ratable
increase in the amount of the Aggregate Commitments under this Section 2.16 and in effect after giving effect thereto.
(e) Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
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2.17 Cash
Collateral.
(a) Obligation
to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request
of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Company shall Cash Collateralize each L/C
Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.18(a)(iv) and
any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. Additionally, if the
Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of
the L/C Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company shall provide Cash
Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of
all L/C Obligations then exceeds the L/C Sublimit.
(b) Grant
of Security Interest. The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
(and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders,
and agrees to maintain, a first priority security interest in all Cash Collateral so provided as collateral pursuant hereto, and in all
proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c).
If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the
Administrative Agent or the applicable L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the
Minimum Collateral Amount, the Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent
additional Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant
to clause (a)(iv) above, after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting
Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more
blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on demand therefor from time to time all customary
account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c) Application.
Notwithstanding anything to the contrary contained in this Agreement, but subject to subsection (d) below, Cash Collateral provided
under any of this Section 2.17 or Sections 2.03, 2.05, 2.18 or 8.02 in respect of Letters of
Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans and obligations
to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation),
prior to any other application of such property as may be provided for herein.
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(d) Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by
the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)))
or (ii) the reasonable determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral;
provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash
Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the
Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall
not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.18 Defaulting
Lenders.
(a) Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent not prohibited by Applicable Law:
(i) Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 11.01.
(ii) Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any
L/C Issuer or the Swing Line Lender hereunder; third, if so determined by the Administrative Agent and the Company or requested
by an L/C Issuer or the Swing Line Lender (and after giving effect to Section 2.18(a)(iv) and any Cash Collateral then
held by such L/C Issuer or the Swing Line Lender), to Cash Collateralize the Fronting Exposure with respect to such Defaulting Lender
in accordance with Section 2.17; fourth, as the Company may request (so long as no Default or Event of Default exists),
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 Administrative Agent, or, so long as the amount of the Cash Collateral at such time is equal to the actual Fronting
Exposure at such time, to substitute for and release to the applicable Borrower on a dollar-for-dollar basis, Cash Collateral previously
provided by the applicable Borrower with respect to the applicable Defaulting Lender (subject to documentation in form and substance
reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer or the Swing Line Lender, as applicable, and such substituted
amounts otherwise satisfying the requirements to constitute Cash Collateral hereunder); fifth, if so determined by the Administrative
Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’
future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing
Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has
occurred and is continuing, to the payment of any amounts owing to any Loan Party hereunder as a result of any judgment of a court of
competent jurisdiction obtained by such Loan Party against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters
of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder
without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
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(iii) Certain
Fees.
(A) No
Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that
Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).
(B) Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only
to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.17.
(C) With
respect to any fee payable under Section 2.09(a) and any Letter of Credit Fee not required to be paid to any Defaulting
Lender pursuant to clause (A) or (B) above, the Company shall (x) pay to the Administrative Agent for the account of each
Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s
participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below,
(y) pay to each L/C Issuer and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to such L/C Issuer’s or such Swing Line Lender’s Fronting Exposure to such Defaulting Lender,
and (z) not be required to pay to any Person the remaining amount of any such fee.
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(iv) Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause
(x) the aggregate Outstanding Amount of the Committed Loans of any Non-Defaulting Lender, plus such Non-Defaulting Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage
of the Outstanding Amount of all Swing Line Loans to exceed (y) such Non-Defaulting Lender’s Commitment. Subject to Section 11.24,
no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising
from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.
(v) Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law,
(x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash
Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.17.
(b) Defaulting
Lender Cure. If the Company, the Administrative Agent, Swing Line Lender and the L/C Issuers agree in writing in their sole discretion
that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements
with respect to any Cash Collateral and reimbursement of costs and expenses to each Loan Party), that Lender will, to the extent applicable,
purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine
to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held
on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.18(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect
to fees accrued or payments made by or on behalf of any Loan Party while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
(c) Rights
and Remedies against a Defaulting Lender. The Company may replace any Defaulting Lender in accordance with Section 11.13.
The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.18 are in addition to, and
cumulative and not in limitation of, all other rights and remedies that each of the Administrative Agent, the L/C Issuers, the Lenders
and the Loan Parties may, at any time, have against, or with respect to, such Defaulting Lender.
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(d) New
Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required
to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan
and (ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless in each case
it is satisfied that it will have no Fronting Exposure after giving effect thereto and after giving effect to Section 2.18(b)(iv).
Article III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(a) Defined
Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA.
(b) Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax,
then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(c) Payment
of Other Taxes by Each of the Borrowers. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with
Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(d) Indemnification
by Borrowers. Each of the Loan Parties shall, jointly and severally, indemnify each Recipient, within 10 Business Days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment
to such Recipient 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. A certificate as to the amount of such payment or liability delivered
to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender, shall be conclusive absent manifest error.
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(e) Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
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 Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes
the Administrative 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 Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this
clause (e).
(f) Evidence
of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority as provided in this Section 3.01,
the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.
(g) Status
of Lenders; Tax Documentation.
(i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the
Company or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the
Company or the Administrative Agent as will enable the Company or the Administrative 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, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A),
(ii)(B) and (ii)(D) below) 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.
(ii) Without
limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,
(A) any
Lender that is a U.S. Person shall deliver to the Company and the Administrative 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 Company or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
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(B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following
is applicable:
(I) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty,
(II) executed
copies of IRS Form W-8ECI,
(III) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable),
or
(IV) to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is
a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct
and indirect partner;
(C) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of any other
form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by Applicable Law to permit the Company or the Administrative Agent
to determine the withholding or deduction required to be made; and
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(D) if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations
under FATCA and to determine that such 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 (D), “FATCA” shall include any amendments made
to FATCA after the Closing Date.
(iii) Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative
Agent in writing of its legal inability to do so.
(h) Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 3.01, it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request
of the indemnified party, agrees to repay to such indemnified party the amount paid over pursuant to this clause (h) (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in
no event will the indemnified party be required to pay any amount to any indemnifying party pursuant to this clause (h) the
payment of which would place the indemnified party in a less favorable net after-Tax position than such Recipient would have been in
if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified
party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to indemnifying party
or any other Person.
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(i) Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.
3.02 Illegality.
If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to a Relevant
Rate, or to determine or charge interest rates based upon a Relevant Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of, Canadian Dollars in the applicable interbank market, then,
on notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to make or continue
Term SOFR Loans or Canadian Term Rate Loans, as the case may be, or to convert Base Rate Committed Loans to Term SOFR Committed Loans,
shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans or Canadian
Prime Rate Loans, the interest rate on which is determined by reference to the Term SOFR component of the Base Rate or the Daily Simple
CORRA component of Canadian Prime Rate, respectively, the interest rate on which Base Rate Loans or Canadian Prime Rate Loans, respectively,
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term
SOFR component of the Base Rate or the Daily Simple CORRA component of Canadian Prime Rate, respectively, in each case until such Lender
notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt
of such notice, (i) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), if applicable (x) prepay
all Term SOFR Loans of such Lender or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate
on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Term SOFR component of Base Rate), and (y) prepay all Canadian Term Rate Loans of such Lender or, if applicable,
convert all Canadian Term Rate Loans of such Lender to Canadian Prime Rate Loans (the interest rate on which Canadian Prime Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Daily
Simple CORRA component of Canadian Prime Rate), in each case, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Term SOFR Loans or Canadian Term Rate Loans, as applicable, to such day, or immediately, if such
Lender may not lawfully continue to maintain such Term SOFR Loans or Canadian Term Rate Loans, as applicable, and (ii) if such notice
asserts the illegality of such Lender determining or charging interest rates based upon Term SOFR, the Administrative Agent shall during
the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until
the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest
rates based upon Term SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid
or converted, together with any additional amounts pursuant to Section 3.05.
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3.03 Inability
to Determine Rates.
(a) If
in connection with any request for a Term SOFR Loan or a Canadian Term Rate Loan, or a conversion of Base Rate Loans to Term SOFR Loans
or a continuation of Term SOFR Loans or Canadian Term Rate Loans, as applicable, (i) the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for Dollars or Canadian
Dollars, as applicable, has been determined in accordance with Section 3.03(b) or Section 3.03(c) and
the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c), or the Term SOFR Scheduled
Unavailability Date or the Term CORRA Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable),
or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for Dollars or Canadian Dollars, as
applicable, or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan or Canadian Term Rate Loan or in connection
with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason
that the Relevant Rate with respect to a proposed Term SOFR Loan or Canadian Term Rate Loan for any requested Interest Period does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company
and each Lender.
Thereafter, (x) the
obligation of the Lenders to make or maintain Term SOFR Loans or Canadian Term Rate Loans, as applicable, or to convert Base Rate Loans
to Term SOFR Loans, shall be suspended in each case to the extent of the affected Term SOFR Loans, Canadian Term Rate Loans or Interest
Period, as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR
component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case
until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a),
until the Administrative Agent upon instruction of the Required Lenders, which shall be promptly delivered upon cessation of the conditions
described in such clause) revokes such notice.
Upon receipt of such notice,
(i) the Borrowers may revoke any pending request for a Borrowing of, or conversion to, or continuation of, Term SOFR Loans or Canadian
Term Rate Loans, to the extent of the affected currency or Interest Period, as applicable or, failing that, will be deemed to have converted
such request into a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount
specified therein, or, in the case of a request for Canadian Term Rate Loans, a request for a Committed Borrowing of Canadian Prime Rate
Loans and (ii) any outstanding Term SOFR Loans or Canadian Term Rate Loans shall either (A) be converted into Base Rate Loans
or Canadian Prime Rate Loans, as applicable, at the end of the applicable Interest Period or (B) be prepaid in full at the end of
the applicable Interest Period; provided, that if no election is made by the Borrowers by the last day of the current Interest Period
for any such outstanding Term SOFR Loans or Canadian Term Rate Loans, the Company shall be deemed to have requested that such outstanding
Term SOFR Loans or Canadian Term Rate Loans be converted into Base Rate Loans or Canadian Prime Rate Loans, as applicable, on such date.
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(b) Replacement
of Term SOFR or Term SOFR Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents,
if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders
notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders
(as applicable) have determined, that:
(i) adequate
and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including without
limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to
be temporary; or
(ii) CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate
shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated
loans, or shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is reasonably
satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the
latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available
permanently or indefinitely, the “Term SOFR Scheduled Unavailability Date”);
then, on a date and time determined by the Administrative
Agent (any such date, the “Term SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, at the
end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to
clause (ii) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any
Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent,
in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
(the “Term SOFR Successor Rate”).
If the Term SOFR Successor
Rate is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
Notwithstanding anything
to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term
SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(b) (i) or
(ii) have occurred with respect to the Term SOFR Successor Rate then in effect, then in each case, the Administrative Agent
and the Company may amend this Agreement and the other Loan Documents solely for the purpose of replacing the Relevant Rate for Dollars
or any then current Term SOFR Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant
interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration
to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in Dollars
for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration
to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in Dollars
for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected
by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate,
including for the avoidance of doubt, any adjustment thereto, shall constitute a Term SOFR Successor Rate) and any such amendment
shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders object to such amendment.
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(c) Replacement
of Term CORRA or Term CORRA Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents,
if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders
notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders
(as applicable) have determined, that:
(i) adequate
and reasonable means do not exist for ascertaining one month and three month interest periods of Term CORRA, including without limitation,
because the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) is not available or published on a current basis, and such circumstances are unlikely
to be temporary; or
(ii) the
Royal Bank of Canada or any successor administrator of the Term CORRA Rate or a Governmental Authority having jurisdiction over the Administrative
Agent or such administrator with respect to its publication of Term CORRA, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month and three month interest periods of Term CORRA or the Term CORRA Rate shall or will
no longer be made available, or permitted to be used for determining the interest rate of Canadian Dollar denominated syndicated loans,
or shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is reasonably
satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term CORRA after such specific date
(the latest date on which one month and three month interest periods of Term CORRA or the Term CORRA Rate are no longer available permanently
or indefinitely, the “Term CORRA Scheduled Unavailability Date”);
then, on a date and time determined by the Administrative
Agent (any such date, the “Term CORRA Replacement Date”), which date shall be, in the case of Canadian Term Rate Loans,
at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect
to clause (ii) above, no later than the Term CORRA Scheduled Unavailability Date, Term CORRA will be replaced hereunder and under
any Loan Document with Daily Simple CORRA plus the Daily Simple CORRA Adjustment for any payment period for interest calculated that
can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document (the “Term CORRA Successor Rate”).
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If the Term CORRA Successor
Rate is Daily Simple CORRA plus the Daily Simple CORRA Adjustment, all interest payments will be payable on a quarterly basis.
Notwithstanding anything
to the contrary herein, (A) if the Administrative Agent determines that Daily Simple CORRA is not available on or prior to the Term
CORRA Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(c) (i) or
(ii) have occurred with respect to the Term CORRA Successor Rate then in effect, then in each case, the Administrative Agent
and the Company may amend this Agreement and the other Loan Documents solely for the purpose of replacing the Relevant Rate for Canadian
Dollars or any then current Term CORRA Successor Rate in accordance with this Section 3.03 at the end of any Interest Period,
relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due
consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated
in Canadian Dollars for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark
giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S.
and denominated in Canadian Dollars for such benchmark, which adjustment or method for calculating such adjustment shall be published
on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically
updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, shall constitute a Term CORRA Successor
Rate, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall
have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders
have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.
(d) Successor
Rate. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of
any Successor Rate.
Any Successor Rate shall
be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent.
Notwithstanding anything
else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed
to be zero for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation
of a Successor Rate the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything
to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,
the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably
promptly after such amendment becomes effective.
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For purposes of Section 3.03(a) (as
to the Relevant Rate with respect to a Canadian Term Rate Loan) and Section 3.03(c), those Lenders that either have not made,
or do not have an obligation under this Agreement to make, the relevant Loans in Canadian Dollars shall be excluded from any determination
of Required Lenders.
3.04 Increased
Costs; Reserves on Canadian Term Rate Loans.
(a) Increased
Costs Generally. If any Change in Law shall:
(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e))
or any L/C Issuer;
(ii) subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose
on any Lender or L/C Issuer any other condition, cost or expense affecting this Agreement or Term SOFR Loans or Canadian Term Rate Loans
made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall
be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined
by reference to Term SOFR or the Canadian Term Rate (or of maintaining its obligation to make any such Term SOFR Loan or Canadian Term
Rate Loan) or to increase the cost to such Lender or L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or L/C Issuer hereunder (whether of principal, interest or any other amount), in each case, by an amount deemed in good
faith by such Lender or L/C Issuer to be material, then, within 10 days after written demand therefor by such Lender or L/C Issuer, the
Company will pay (or cause PMLP. PCLPULC or the applicable Designated Borrower to pay) to such Lender or L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for such additional costs incurred
or reduction suffered.
(b) Capital
Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office
of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has
or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such
Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by such L/C Issuer, by an
amount deemed in good faith by such Lender or L/C Issuer to be material based on that which such Lender or L/C Issuer or such Lender’s
or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or
L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy),
then from time to time within 10 days after written demand therefor, the Company will pay (or cause PMLP. PCLPULC or the applicable Designated
Borrower to pay) to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or
L/C Issuer or such Lender’s or L/C Issuer’s holding company, if any, for any such reduction suffered.
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(c) Certificates
for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender
or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered
to the Company shall be conclusive absent manifest error. The Company shall pay (or cause PMLP, PCLPULC or the applicable Designated
Borrower to pay) such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after
receipt thereof. Upon request by the Company, a Lender or L/C Issuer, as the case may be, shall also provide a certificate that such
Lender or L/C Issuer is generally requesting such compensation from its other borrowers.
(d) Delay
in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation, provided
that no Borrower shall be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for
any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or L/C Issuer, as the case
may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C
Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e) Reserves
on Canadian Term Rate Loans. The Company shall pay (or cause PMLP, PCLPULC or the applicable Designated Borrower to pay) to each
Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or
including Canadian Dollars or deposits (currently known as “Canadian Dollar liabilities”), additional interest on
the unpaid principal amount of each Canadian Term Rate Loan equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as
long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking
or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Canadian Term Rate Loans,
such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal
to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on
such Loan, provided the Company shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent)
of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.
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3.05 Compensation
for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate
(or cause PMLP, PCLPULC or the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:
(a) any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on a day other
than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any
failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on the date or in the amount notified by such Borrower; or
(c) any
failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in Canadian
Dollars on its scheduled due date or any payment thereof in a different currency, or
(d) any
assignment of a Term SOFR Loan or Canadian Term Rate Loan on a day other than the last day of the Interest Period therefor as a result
of a request by the Company pursuant to Section 11.13;
excluding any loss of anticipated profits but
including any loss (other than loss of anticipated profits) or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Company shall also
pay (or cause PMLP, PCLPULC or the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in
connection with the foregoing.
A certificate of such Lender setting forth the
amount of any such loss, cost or expense, including reasonably detailed calculations thereof, shall be delivered to the Company and the
Administrative Agent and be conclusive absent manifest error.
3.06 Mitigation
Obligations; Replacement of Lenders.
(a) Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or any Borrower is required to
pay any additional amount to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer
pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or such
L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender
or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01
or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable,
and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or
to cause PMLP, PCLPULC or the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or such
L/C Issuer in connection with any such designation or assignment.
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(b) Replacement
of Lenders. If (i) any Lender requests compensation under Section 3.04, or gives a notice pursuant to Section 3.02
and does not subsequently designate a different Lending Office or assign its rights and obligations hereunder to another of its offices,
branches or affiliates as provided above, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, (iii) any Lender becomes a Defaulting Lender, (iv) other
than as set forth in the immediately succeeding clause (v), any Lender becomes a Non-Consenting Lender, or (v) any Lender becomes
a Non-Extending Lender, then in each case, the Company may replace such Lender in accordance with Section 11.13.
3.07 Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment
of all other Obligations hereunder, and resignation of the Administrative Agent.
Article IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01 Conditions
Precedent to Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder
is subject to satisfaction of the following conditions precedent:
(a) The
Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable,
each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date and in
the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory
to the Administrative Agent:
(i) executed
counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) if
so requested at least three Business Days prior to the Closing Date, Swing Line Notes executed by each Borrower in favor of the Swing
Line Lender and a Committed Loan Note executed by each Borrower in favor of each requesting Lender;
(iii) such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party
as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is
a party;
(iv) such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner
is duly organized or formed, and that each of the Company, PMLP, PCLPULC and each Designated Borrower is validly existing and in good
standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
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(v) favorable
opinions of Richard McGee, Esq., General Counsel for the Company, PMLP and PCLPULC, Vinson & Elkins LLP, special New York
counsel to the Company, PMLP and PCLPULC, and Cox Taylor, special Canadian counsel to PCLPULC, in each case addressed to the Administrative
Agent and each Lender;
(vi) the
Audited Financial Statements;
(vii) a
certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a) and
(b) have been satisfied, (B) that there has been no event or circumstance since the date of the most recent Audited
Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse
Effect, (C) the current Debt Ratings, and (D) the Company’s and PMLP’s true and correct U.S. taxpayer identification
numbers and PCLPULC’s true and correct Canadian corporate access number;
(viii) confirmation
from the administrative agent under the Existing Credit Agreement that the Existing Credit Agreement has been replaced hereby;
(ix) confirmation
from the administrative agent under the Hedged Inventory Credit Agreement (as defined in the Existing Credit Agreement) that (A) all
obligations and Indebtedness thereunder have been paid in full, (B) the revolving credit facility and all commitments thereunder
have been terminated, and (C) all Liens on any and all collateral securing obligations and Indebtedness thereunder have been terminated
and released; and
(x) such
other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All
consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity
against each Loan Party of the Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) (i)
No Default shall have occurred and be continuing as of the Closing Date, or would immediately result from the closing of the transactions
hereunder and under the other Loan Documents and (ii) there shall not have occurred during the period from the date of the most
recent Audited Financial Statements through and including the Closing Date any event or condition that has had or could reasonably be
expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations,
proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing, at law, in equity, in arbitration
or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues
that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
(d) Any
fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each
case, as agreed in writing by the Company, required to be paid on or before the Closing Date shall have been paid.
(e) The
Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced
prior to or on the Closing Date.
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(f) (i)
Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Company shall have provided to such
Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable
“know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act,
in each case at least three days prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification
in relation to such Loan Party.
Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.01, 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 Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received
by the Administrative Agent.
4.02 Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a continuation of Term SOFR Committed Loans or Canadian Term Rate
Committed Loans) is subject to the following conditions precedent:
(a) The
representations and warranties of (i) the Company contained in Article V and (ii) each Loan Party in any other
Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified
by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date,
and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01.
(b) No
Default shall have occurred and be continuing, or would immediately result from such proposed Credit Extension or from the application
of the proceeds thereof.
(c) The
Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.
(d) If
the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower
as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent.
(e) In
the case of a Credit Extension to be denominated in Canadian Dollars, there shall not have occurred, and the effect thereof be then continuing,
any change in currency controls or exchange regulations, or any change in the national or international financial, political or economic
conditions is imposed in Canada, that results in, in the reasonable opinion of the Administrative Agent (in the case of any Committed
Loans to be denominated in Canadian Dollars) or any L/C Issuer (in the case of any Letter of Credit to be denominated in Canadian Dollars
(i) Canadian Dollars no longer being readily available, freely transferable and convertible into Dollars, (ii) a Dollar Equivalent
is no longer readily calculable with respect to Canadian Dollars, (iii) providing Canadian Dollars are impracticable for the Lenders
or (iv) no longer a currency in which the Required Lenders are willing to make such Credit Extensions.
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Article V.
REPRESENTATIONS AND WARRANTIES
The Company represents and
warrants to the Administrative Agent and the Lenders that:
5.01 Existence,
Qualification and Power. Each Loan Party and each Significant Restricted Person (a) is duly organized or formed, validly existing
and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite
corporate or equivalent power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver
and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification, except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.
5.02 Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party
have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) violate (i) the
terms of such Person’s Organization Documents, (ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject, or (iii) any provision of Law applicable to it, (b) result
in the acceleration of any Indebtedness owed by it, (c) result in any breach of, or a default under, any material Contractual Obligation
to which such Person is a party or to which its properties are bound or (d) result in the creation of any consensual Lien upon any
of its material assets except as expressly contemplated in, or permitted by, the Loan Documents.
5.03 Governmental
Authorization; Other Consents. Except as expressly contemplated in or permitted by the Loan Documents, disclosed in Schedule 5.03
or disclosed pursuant to Section 6.03, no approval, consent, exemption or authorization of, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by,
or enforcement against, any Loan Party of this Agreement or any other Loan Document.
5.04 Binding
Effect. This Agreement has been, and each other Loan Document to which a Loan Party is a party, when delivered hereunder, will have
been, duly executed and delivered by such Loan Party. This Agreement constitutes, and each other such Loan Document when so executed
and delivered will constitute, a legal, valid and binding obligation of the Loan Party a party hereto or thereto, as the case may be,
enforceable against such Loan Party that is party hereto or thereto in accordance with its terms, except, in each case (a) as may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting
the enforcement of creditors’ rights generally, and by general principles of equity which may limit the right to obtain equitable
remedies (regardless of whether such enforceability is a proceeding in equity or at law) and (b) as to the enforceability of provisions
for indemnification and the limitations thereon arising as a matter of law or public policy.
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5.05 Financial
Statements; No Material Adverse Effect.
(a) The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Company and its Subsidiaries
on a consolidated basis as of the respective dates thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
(b) The
unaudited consolidated balance sheets of the Company and its Subsidiaries dated March 31, 2026, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,
and (ii) fairly present the financial condition of the Company and its Subsidiaries on a consolidated basis as of the date thereof
and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.
(c) As
of the Closing Date, for the period from December 31, 2025 through the Closing Date, there exists no event or circumstance with
respect to the Company and its Subsidiaries taken as a whole, either individually or in the aggregate, that has then resulted in a Material
Adverse Effect.
5.06 Litigation.
Except as disclosed in the Audited Financial Statements, in Schedule 5.06 or pursuant to Section 6.03, there are no actions,
suits, proceedings, claims or disputes pending or, to the knowledge of the Company, overtly threatened in writing, at law, in equity,
in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties
or revenues that (a) purport to affect or pertain to the validity or enforceability of, or otherwise seek to invalidate, this Agreement
or any other Loan Document, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse
Effect.
5.07 Environmental
Compliance. Except as disclosed in Schedule 5.07 or pursuant to Section 6.03, the Company and its Subsidiaries conduct their
businesses in material compliance with applicable Environmental Laws and in the ordinary course of business, review claims received by,
and made against, them which overtly allege liability or responsibility on any of them for violation by any of them of any material Environmental
Law on their respective businesses, operations and material properties, which could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
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5.08 ERISA
Compliance.
(a) No
ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, would reasonably be expected to have
a Material Adverse Effect.
(b) The
Company represents and warrants as of the Closing Date that the Company is not and will not be using “plan assets” (within
the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments.
5.09 Margin
Regulations; Investment Company Act.
(a) No
Borrower is engaged or will engage, principally, or as one of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
(b) No
Loan Party is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.10 Disclosure.
(a) No
report, financial statement, certificate or other information (excluding any projected and forecast financial information and information
of a general economic or general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender
in connection with the transactions contemplated hereby and the negotiation of this Agreement (including those delivered hereunder or
under any other Loan Document (in each case, as modified or supplemented by other information so furnished, when so modified or supplemented)),
when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements
contained herein or therein, in the light of the circumstances under which they were made, not misleading as of the date made or deemed
made (or if such information expressly relates or refers to an earlier date, as of such earlier date); provided that, with respect to
projected and forecast financial information, the Company represents only that such projections and forecasts were prepared in good faith
based upon assumptions deemed reasonable by it at the time.
(b) The
information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects as of the Closing
Date.
5.11 Compliance
with Laws. Except as set forth in Schedule 5.11 or in accordance with Section 6.03, each Loan Party and each Subsidiary thereof
is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is
being contested in good faith, and if necessary, by appropriate proceedings diligently conducted or (b) the failure to comply therewith,
either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
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5.12 OFAC.
Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer, employee,
agent, affiliate or representative thereof that will act in any capacity in connection with or benefit from the credit facility established
hereby, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (a) currently
the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated
List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority of any relevant jurisdiction
where any Restricted Person maintains assets or engages in business or (c) operating, organized or resident in a Designated Jurisdiction
(each Person referred to in any of the preceding clauses (a) – (c), a “Designated Person”). The Company
and its Subsidiaries have (y) conducted their businesses in compliance in all material respects with all applicable Sanctions other
than any failure or failures to comply therewith that are isolated and do not evidence a pervasive or systemic pattern of violations
thereof or a significant deficiency in the implementation of the hereinafter referenced policies and procedures to promote and achieve
compliance by the Company and its Subsidiaries therewith and are immaterial to the Company and its Subsidiaries taken as a whole and
(z) instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.
5.13 Anti-Corruption
Laws. The Company and its Subsidiaries have (a) conducted their businesses in compliance in all material respects with the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions
and applicable anti-money laundering rules and regulations (collectively, the “Anti-Corruption Laws”) other than
any failure or failures to comply therewith that are isolated and do not evidence a pervasive or systemic pattern of violations thereof
or a significant deficiency in the implementation of the hereinafter referenced policies and procedures to promote and achieve compliance
by the Company and its Subsidiaries therewith and are immaterial to the Company and its Subsidiaries taken as a whole and (b) instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.
5.14 Affected
Financial Institution. No Loan Party is an Affected Financial Institution.
Article VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or (unless a collateral arrangement
satisfactory to the applicable L/C Issuers has been entered into) any Letter of Credit shall remain outstanding, the Company shall, and
shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03, and except in the case of
the covenants set forth in Sections 6.04, 6.05, 6.06, 6.07, and 6.08, which shall be limited to Significant
Restricted Persons) cause each Subsidiary to:
6.01 Financial
Statements. Deliver to the Administrative Agent, the following statements and reports, at the Company’s expense:
(a) promptly
upon the filing thereof, and in any event within ninety (90) days after the end of each fiscal year, a copy of the Company’s Form 10-K,
which report shall include the Company’s complete consolidated financial statements together with all notes thereto, prepared in
reasonable detail in accordance with GAAP, together with an opinion, without material qualification, based on an audit using generally
accepted auditing standards, by PricewaterhouseCoopers LLP, or other independent certified public accountants selected by General Partner,
stating that such consolidated financial statements have been so prepared, and these financial statements shall contain a consolidated
balance sheet as of the end of such fiscal year and consolidated statements of earnings for such fiscal year, and such consolidated financial
statements shall set forth in comparative form the corresponding figures for the preceding fiscal year; and
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(b) promptly
upon the filing thereof, and in any event within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal
year, a copy of the Company’s Form 10-Q, which report shall include the Company’s unaudited consolidated balance sheet
as of the end of such fiscal quarter and consolidated statements of the Company’s earnings and cash flows for such fiscal quarter
and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter.
As to any information contained in materials
furnished pursuant to Section 6.02(b), the Company shall not be separately required to furnish such information under clause
(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information
and materials described in clauses (a) and (b) above at the times specified therein.
6.02 Certificates;
Other Information. Deliver to the Administrative Agent and each Lender (except as otherwise provided in subsection (c) below),
in form and detail reasonably satisfactory to the Administrative Agent:
(a) concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance
Certificate signed by the chief financial officer, principal accounting officer or treasurer of General Partner (i) stating that
such Consolidated financial statements are accurate and complete in all material respects (subject to normal year-end adjustments), (ii) stating
that such Person has reviewed the Loan Documents, (iii) containing calculations showing compliance (or non compliance) at the end
of such fiscal quarter with the requirements of Section 7.07, (iv) stating that, to the best of such Person’s
knowledge, no Default exists at the end of such fiscal quarter or at the time of such certificate or specifying the nature and period
of existence of any such Default, and (v) identifying any Subsidiary designated as an Unrestricted Subsidiary since the date of
the most-recently delivered prior certificate under this Section 6.02(a) (which delivery may, unless the Administrative
Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic
counterpart thereof for all purposes);
(b) promptly
after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent
to the unit holders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which
the Company filed with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required
to be delivered to the Administrative Agent pursuant hereto;
(c) promptly,
to the Administrative Agent, upon written request, such additional information regarding the business, financial, legal or corporate
affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, in each case which are reasonably requested
by the Administrative Agent or any Lender and not subject to confidentiality restrictions or attorney-client privilege;
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(d) notice
of any public announcement by Moody’s or S&P of any downgrade in a Debt Rating; and
(e) promptly
following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including,
without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.
Documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) or (c) (to
the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on
the Company’s website on the Internet at the website address listed on Schedule 11.02, (ii) on which such documents
are delivered to the Administrative Agent for posting to the Platform or (iii) on which such documents are posted on the Company’s
behalf on any other Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent), and in either case, the Company notifies the Administrative Agent
of such posting or link. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of
the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request
by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents.
Each Borrower hereby acknowledges
that (a) the Administrative Agent or its authorized Affiliates will make available to the Lenders and the L/C Issuers materials
and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on IntraLinks, Syndtrak, ClearPar or another substantially similar electronic system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the
foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each
Borrower hereby agrees that (w) all Borrower Materials that it instructs to be made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized
the Administrative Agent or its authorized Affiliates, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing
any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal
and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall
be treated as set forth in Section 11.07), (y) all Borrower Materials so marked “PUBLIC” are permitted to
be made available through a portion of the Platform designated “Public Side Information” and (z) the Administrative
Agent or its authorized Affiliates shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing,
Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC”.
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6.03 Notices.
Promptly notify the Administrative Agent and each Lender not later than five Business Days after any executive officer of the Company
has knowledge:
(a) of
the occurrence of any Default;
(b) of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; and
(c) any
change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified in parts (c) or (d) of such certification.
Each notice pursuant to this
Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document
that have been breached.
6.04 Payment
of Taxes, Etc. Pay and discharge as the same shall become due and payable, all Tax liabilities, assessments and governmental charges
or levies imposed upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary, or (ii) such
failure would not reasonably be expected to result in a Material Adverse Effect.
6.05 Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the
Laws of the jurisdiction of its organization and (b) take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary in the normal conduct of its business, except, in each case (i) where the failure so to maintain or preserve
(as the case may be) would not reasonably be expected to cause a Material Adverse Effect or (ii) as permitted in Section 7.03
or as a result of statutory conversions.
6.06 Maintenance
of Properties. (a) Maintain, preserve and protect all of its material properties and equipment that are necessary in the operation
of its business in good working order and condition, ordinary wear and tear and casualty or condemnation excepted, except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.
6.07 Maintenance
of Insurance. Maintain, with financially sound and reputable insurance companies, insurance or, at its option, self-insure in such
amounts (after giving effect to any self-insurance compatible with the following standards) and against such risks as are customarily
insured by other Persons engaged in the same or similar businesses and owning similar properties; provided, however, that notwithstanding
the foregoing provisions of this Section 6.07, the Company or any Subsidiary may effect workers’ compensation or similar insurance
in respect of operations in any state or other jurisdiction through any insurance fund operated by such state or other jurisdiction or
by causing to be maintained a system or systems of self-insurance in accord with Applicable Laws. The insurance coverages and amounts
will be reasonably determined by the Company, based on coverages carried by prudent owners of similar property, and with respect to each
other Significant Restricted Person, may be maintained by the Company.
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6.08 Compliance
with Laws. Comply in all material respects with the requirements of all Laws (including Anti-Corruption Laws and applicable Sanctions)
and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted,
or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries
will institute and maintain commercially reasonably policies and procedures which they reasonably believe are designed to promote and
achieve their respective compliance with Anti-Corruption Laws and applicable Sanctions.
6.09 Books
and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary,
as the case may be.
6.10 Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent (and, during the continuance of an Event of
Default, representatives and independent contractors of any Lender) to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and to make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts
with its officers and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance
notice to the Company; provided, (i) all such visits and inspections during the continuance of an Event of Default shall be coordinated
through the Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, such visits and inspections
can occur no more frequently than once per year. Each of the foregoing inspections and examinations shall be made subject to compliance
with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted
Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and
records furnished or requested to be made, all information to be investigated or verified, all copies and abstracts of all information,
books and records and all discussion conducted with any officer, employee or representative of any Restricted Person, in each case, shall
be subject to any applicable attorney-client privilege exceptions which the Company or such Restricted Person determines is reasonably
necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other
than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of
or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 11.07 of this Agreement. The Administrative
Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public
accountants.
6.11 Use
of Proceeds. Use the proceeds of the Credit Extensions for refinancing outstanding indebtedness under the Existing Credit Facility,
working capital, capital expenditures, repayment of intercompany debt, acquisitions and other general corporate purposes not in violation
of any Law applicable to it and not resulting in a Default or Event of Default.
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Article VII.
NEGATIVE COVENANTS
So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or (unless collateral arrangements
satisfactory to the applicable L/C Issuers have been entered into) any Letter of Credit shall remain outstanding, the Company shall not
(except in the case of the covenant set forth in Section 7.02, which shall be limited to Subsidiaries), nor shall it permit
any Subsidiary (except in the case of the covenants set forth in Section 7.03, which shall be limited to Significant Restricted
Persons, and in the case of the covenant in Section 7.04, which shall be limited to the Company) to:
7.01 Liens.
Create, incur, assume or permit to exist any Lien upon any of its Principal Property or upon the Equity Interests of any Subsidiary to
secure Indebtedness (other than, for the avoidance of doubt, Unrestricted Subsidiaries), whether now owned or hereafter acquired, other
than the following:
(a) Liens
pursuant to any Loan Document or securing any of the Obligations (which Liens may, if required as a condition to the granting or acceptance
thereof, also secure, on a pari-passu basis, any Swap Contracts with Lenders or their Affiliates);
(b) Liens
for taxes, assessments, charges and levies not yet delinquent or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with
GAAP;
(c) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens (including Liens on property of any
Restricted Person in the possession of storage facilities, pipelines or barges) arising in the ordinary course of business for amounts
which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings, if
necessary, diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance
with GAAP;
(d) Liens
on cash and Cash Equivalents under or with respect to accounts with brokers or counterparties with respect to hedging contracts consisting
of cash, commodities or futures contracts, options, securities, instruments and other like assets securing only hedging contracts;
(e) pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation (other than any Lien imposed by ERISA), or to secure letters of credit issued with respect thereto;
(f) deposits
to secure the performance of bids, trade contracts, leases (other than for borrowed money), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (or to secure letters of
credit issued in connection therewith);
(g) easements,
rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in
the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business of the applicable Person;
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(h) inchoate
Liens in respect of pending litigation, or Liens securing judgments for the payment of money (or securing letters of credit, appeal or
other surety bonds related to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit
account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or any Subsidiary
in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System or pursuant to the Security
Documents, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository
institution;
(j) Liens
arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas
processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization
agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements,
cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in
agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out, used or useful
in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation,
dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or handling of any oil
and gas property of any Loan Party;
(k) Liens
in respect of Operating Leases;
(l) Liens
securing Acquired Indebtedness, provided that (i) each such Lien (A) existed at the time of its acquisition and was
not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred
to finance, refinance or refund, the cost (including the cost of construction) of such property or asset, (ii) no such Lien shall
extend to or cover any property or asset of a Restricted Person other than the property or asset so acquired (or constructed), and any
extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements),
in whole or part, of the foregoing, and (iii) such Lien shall not secure any additional Indebtedness and obligations;
(m) rights
reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any
provision of Law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent
domain or similar process;
(n) rights
reserved to or vested by Law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties
of any Restricted Person or the use thereof or the rights and interests of any Restricted Person therein, in any manner under any and
all Laws;
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(o) rights
reserved to the grantors of any properties of any Restricted Person, and the restrictions, conditions, restrictive covenants and limitations,
in respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith;
and
(p) Liens
otherwise not permitted herein which secure obligations in an aggregate principal amount not to exceed at any time outstanding 15% of
the Company’s Consolidated Net Tangible Assets.
7.02 Indebtedness.
Create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness
under the Loan Documents;
(b) Indebtedness
of any Restricted Person owing to another Restricted Person;
(c) Acquired
Indebtedness; and
(d) other
Indebtedness not otherwise permitted pursuant to the foregoing clauses (a), (b) and (c) in an aggregate principal amount at
any time outstanding not to exceed 15% of the Company’s Consolidated Net Tangible Assets.
7.03 Fundamental
Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction
or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or, upon giving pro forma
effect thereto, would immediately result therefrom:
(a) any
Significant Restricted Person may merge, consolidate or amalgamate with another Person, provided that (i) if such Significant
Restricted Person is the Company, the Company shall be the acquiring, surviving or continuing entity, (ii) if such Significant Restricted
Person is PMLP, PCLPULC or a Designated Borrower, (A) a Borrower shall be the acquiring, surviving or continuing entity, or (B) the
Obligations of such Designated Borrower are assumed by a Borrower pursuant to Section 2.15(c) and Section 11.06(a),
and (iii) as to any other Significant Restricted Person, (x) the Company or such Significant Restricted Person is the acquiring,
surviving or continuing entity (or, with respect to any merger, consolidation or amalgamation involving such Significant Restricted Person,
the surviving or continuing entity becomes a Significant Restricted Person in the transaction) or (y) such merger, consolidation
or amalgamation is in connection with the sale, transfer, lease, exchange or other disposition of all or substantially all of such Significant
Restricted Person’s Equity Interests;
(b) any
Significant Restricted Person other than a Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise); and
(c) any
Significant Restricted Person other than a Borrower may dissolve or liquidate if such dissolution or liquidation results from dispositions
not prohibited by this Agreement.
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7.04 Restricted
Payments. Declare or make any Restricted Payment unless no Default or Event of Default has occurred and is continuing or, immediately
after giving effect thereto, would result therefrom.
7.05 Transactions
with Affiliates. Enter into any material transaction of any kind with any Affiliate of the Company, whether or not in the ordinary
course of business, other than on terms that are no less favorable to the Company or such Restricted Person as would be obtainable by
the Company or such Restricted Person at the time in an arm’s length transaction with a Person other than an Affiliate, provided
that the foregoing restriction shall not apply to any of the following transactions: (a) transactions between or among the Company
and any of its Subsidiaries or between and among any Subsidiaries; (b) if and to the extent any of them constitute transactions
with Affiliates, transactions governed by (x) the Omnibus Agreement by and among PAA GP Holdings, LLC, Plains GP Holdings, L.P.,
Plains All American GP LLC, Plains AAP, L.P., General Partner and the Company, dated November 15, 2016, as amended and in effect,
or (y) the Amended and Restated Administrative Agreement by and among PAA GP Holdings, LLC, Plains GP Holdings, L.P., Plains All
American GP LLC, Plains AAP, L.P., General Partner and the Company, dated November 15, 2016, as amended and in effect, (c) any
employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Subsidiaries
in the ordinary course of business of the Company or such Subsidiary; (d) transactions effected in accordance with the terms of
agreements as in effect on the Closing Date; (e) customary compensation, indemnification and other benefits made available to officers,
directors or employees of the Company, any of its Subsidiaries or the General Partner, including reimbursement or advancement of out-of-pocket
expenses and provisions of officers’ and directors’ liability insurance; and (f) transactions as contemplated by the
Company’s agreement of limited partnership.
7.06 Use
of Proceeds. Use the proceeds of any Loans, whether directly or indirectly, and whether immediately, incidentally or ultimately,
(a) to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose (within the meaning of Regulation U of the FRB), (b) to fund any activities
or business of, or with, any Designated Person or in any country or territory that, at the time of such funding, is the subject of any
Sanctions, (c) in any manner that would result in a material violation of any Sanctions by the Company or its Subsidiaries, or (d) 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.
7.07 Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than the
ratio set forth below opposite such period, calculated, with respect to Consolidated EBITDA, on a trailing four-quarter basis:
Applicable
Period
Maximum
Consolidated
Leverage Ratio
(i) During
an Acquisition Period
5.50:1.0
(ii) Other
than during an Acquisition Period
5.00:1.0
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provided;
for purposes of this Section 7.07, Consolidated EBITDA may include, at the Company’s option any Material Project EBITDA
Adjustments as provided below, limited in each case with respect to any non-wholly-owned Subsidiary or Qualifying JV Entity to a proportional
amount of such adjustments equal to the Company’s direct or indirect ownership interest therein.
As used herein, “Material
Project EBITDA Adjustments” means, with respect to the construction or expansion of any capital project of the Company, any
of its Subsidiaries or any Qualifying JV Entity (excluding, for the avoidance of doubt, Unrestricted Subsidiaries), the aggregate capital
cost of which (inclusive of capital costs expended prior to the acquisition thereof) is reasonably expected by Company to exceed, or
exceeds, $50,000,000 (a “Material Project”):
(A) prior
to the date on which a Material Project has achieved commercial operation (the “Commercial Operation Date”) (but including
the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current completion percentage of
such Material Project) of an amount to be approved by the Administrative Agent as the projected Consolidated EBITDA attributable to such
Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project, such amount
based only on (i) projected revenues from firm fixed-fee contracts (subject to adjustments for customer creditworthiness) and tariffs
relating to such Material Project, less expenses, (ii) projected Commercial Operations Date (to be no more than 18 months from the
fiscal quarter in which such Material Project EBITDA Adjustment is initially proposed), and (iii) other factors reasonably deemed
appropriate by the Administrative Agent, which may, at Company’s option, be added to actual Consolidated EBITDA for the fiscal
quarter in which construction or expansion of such Material Project commences and for each fiscal quarter thereafter until the Commercial
Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any
actual Consolidated EBITDA attributable to such Material Project following such Commercial Operation Date); provided that if the
actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the foregoing amount shall be reduced,
for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its Commercial Operation
Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay,
whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer
than 180 days but not more than 270 days, 50%, (iv) longer than 270 days but not more than 365 days, 75%, and (v) longer than
365 days, 100%;
(B) beginning
with the first full fiscal quarter following the Commercial Operation Date of a Material Project and for the two immediately succeeding
fiscal quarters, an amount to be approved by the Administrative Agent as the projected Consolidated EBITDA attributable to such Material
Project for the balance of the four full fiscal quarter period following such Commercial Operation Date, which may, at Company’s
option, be added to actual Consolidated EBITDA for such fiscal quarters; and
(C) the
aggregate amount of (i) all Material Project EBITDA Adjustments (including any Material Project EBITDA Adjustments attributable
to Material Projects of Qualifying JV Entities) during any four-quarter period ending on the relevant date of determination shall be
limited in the aggregate to 15% of the total actual Consolidated EBITDA for such period and (ii) all Material Project EBITDA Adjustments
attributable to Material Projects of Qualifying JV Entities during any such period shall be limited to 7.5% of the total actual Consolidated
EBITDA for such period; provided, that total actual Consolidated EBITDA shall, in the case of each of the immediately preceding subclauses
(i) and (ii), be determined without including any Material Project EBITDA Adjustments.
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In addition, for purposes
of this Section 7.07, Hybrid Securities up to an aggregate principal amount of 15% of Consolidated Total Capitalization shall
be excluded from Consolidated Funded Indebtedness.
Deliverables for Material
Project EBITDA Adjustments
The Company shall, no later
than three Business Days (or such shorter period as permitted by the Administrative Agent) prior to its delivery of a Compliance Certificate
for any fiscal quarter for which the Company desires to include Material Project EBITDA Adjustments, deliver to Administrative Agent,
in form and substance reasonably satisfactory to Administrative Agent and certified by a financial officer of the Company, written pro
forma projections of Consolidated EBITDA attributable to such Material Project EBITDA Adjustments, and such other related information
and documentation reasonably requested by and reasonably satisfactory to Administrative Agent in all respects, including with respect
to Material Project EBITDA Adjustments, certification as to Material Project completion percentage, expected Commercial Operations Date
and no material delays with respect thereto.
7.08 Unrestricted
Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, and immediately after giving effect to such
designation on a pro forma basis, no Default or Event of Default would result therefrom, the Company or any wholly-owned Subsidiary of
the Company may designate one or more Subsidiaries as Unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries,
an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following:
(a) No
Unrestricted Subsidiary shall be deemed to be a “Restricted Person” or a “Subsidiary” of the Company for purposes
of this Agreement or any other Loan Document, and no Unrestricted Subsidiary shall be subject to or included within the scope of any
provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default
herein or in any other Loan Document, except as set forth in this Section 7.08.
(b) No
Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property
(other than its Equity Interests in an Unrestricted Subsidiary) to secure any Indebtedness of or other obligation of, or provide any
other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with
any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a
comparable arm’s length transaction with a non-Affiliate of such Restricted Person; provided, Restricted Persons may guarantee
trade accounts payable of Unrestricted Subsidiaries that arise in the ordinary course of business in an amount not to exceed five percent
(5%) of the Company’s Consolidated Net Tangible Assets.
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(c) The
Company shall at all times maintain, as between Restricted Persons and Unrestricted Subsidiaries, the separate existence of each Unrestricted
Subsidiary.
(d) Restricted
Persons shall notify each Lender Party, not later than five (5) Business Days after any executive officer of Restricted Persons
has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental
Law, asserted against any Unrestricted Subsidiary or with respect to any Unrestricted Subsidiary’s properties that would reasonably
be expected to result in a Material Adverse Effect, stating that such notice is being given pursuant to this Section 7.08.
The Company may designate
any Unrestricted Subsidiary to become a Restricted Person if a Default or Event of Default is not continuing, such designation would
not, immediately after giving effect thereto, result in a Default or an Event of Default, and immediately thereafter such Subsidiary
has no outstanding Indebtedness other than Indebtedness permitted by Section 7.02. Immediately thereafter, Company shall
promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made
in compliance with this Section 7.08.
Article VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01 Events
of Default. Any of the following shall constitute an Event of Default:
(a) Non-Payment.
Any Borrower or any other Loan Party fails to pay (i) when due and payable, any amount of principal of any Loan or any L/C Obligation,
or (ii) within three Business Days after the same becomes due and payable, any interest on any Loan or on any L/C Obligation, or
any fee due hereunder pursuant to Section 2.09, or (iii) within five Business Days after the same becomes due, any other
amount payable hereunder or under any other Loan Document; or
(b) Specific
Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03 or
Article VII; or
(c) Other
Defaults. Any Loan Party fails to perform or comply with any of its obligations under any other covenant or agreement (not specified
in subsection (a) or (b) above) contained in any Loan Document to which it is a party on its part to be performed or complied
with and such failure continues for 30 days after notice of such failure is given by the Administrative Agent to the Company; or
(d) Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of the Company or any other Loan Party herein
or in any other Loan Document shall be incorrect when made or deemed made in any material respect; or
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(e) Cross-Default.
(i) The Company or any Restricted Person (A) fails to make any payment when due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) of any principal of or interest on any Indebtedness (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) in an aggregate principal amount, the Dollar Equivalent of which exceeds the Threshold
Amount, and such failure continues after the passing of the applicable notice and grace periods, (other than such Indebtedness the validity
of which is being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto
are maintained on the books of such Restricted Person as required by GAAP) or (B) fails to observe or perform any other agreement
or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto,
or any other event occurs, in each case, beyond the applicable grace, cure, extension, forbearance or similar period, if the effect of
which failure or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to
be made, prior to its stated maturity; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such
Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to
which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, (1) the Swap Termination Value owed
by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount (other than amounts under such Swap Contract,
the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with
respect thereto are maintained on the books of such Restricted Person as required by GAAP), (2) after giving effect to any applicable
grace, cure, extension, forbearance or similar period, the effect of such Early Termination Date is to cause such Swap Termination Value
to become due, and (3) such Swap Termination Value has not been paid when due; or
(f) Insolvency
Proceedings, Etc. Any Loan Party, any other Significant Restricted Person, GP LLC, Plains AAP or the General Partner institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for
it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property
is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is
entered in any such proceeding; or
(g) Inability
to Pay Debts; Attachment. (i) The Company or any other Significant Restricted Person becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such Person and is not stayed, released, vacated
or fully bonded within 60 days (or such longer period for which a stay of enforcement is allowed by Applicable Law) after its issue or
levy; or
(h) Judgments.
There is entered against any Significant Restricted Person a final judgment for the payment of money in an aggregate amount (as to all
such judgments or orders), the Dollar Equivalent of which exceeds the Threshold Amount (to the extent not covered by independent third-party
insurance as to which such insurer has not disputed coverage, or self-insurance reasonably acceptable to the Administrative Agent) at
any one time outstanding and prior to the discharge thereof, (i) enforcement proceedings are lawfully commenced by any creditor
upon such judgment, or (ii) there is a period of 60 consecutive days after the entry of such judgment during which a discharge,
stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
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(i) ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount, in excess of the Threshold Amount, or (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j) Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the payment Obligations, ceases to be in full force and effect; or any Loan Party
contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(k) Change
of Control. There occurs any Change of Control.
8.02 Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may,
with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated or suspended
(as the case may be), whereupon such commitments and obligation shall be terminated or suspended (as the case may be);
(b) declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers;
(c) require
that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and
(d) exercise
on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the
Loan Documents;
provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts that have accrued
and are owing as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
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8.03 Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately
due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative
Agent in the following order:
First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;
Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described
in this clause Second payable to them;
Third,
to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause
Third payable to them;
Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders
and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them;
Fifth,
to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections
2.04 and 2.18, ratably among the L/C Issuers in proportion to the respective amounts described in this clause Fifth held by
them; and
Last,
the balance, if any, after all of the payment Obligations have been indefeasibly paid in full, to the Company or as otherwise required
by Law.
Subject to Sections 2.04(c) and 2.18,
(x) amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall
be applied to satisfy drawings under such Letters of Credit as they occur and (y) if any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other payment Obligations,
if any, in the order set forth above.
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Article IX.
ADMINISTRATIVE AGENT
9.01 Appointment
and Authority. Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers
as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the
Lenders and the L/C Issuers, and no Borrower shall have rights as a third party beneficiary of any of such provisions (other than the
right to reasonably approve a successor Administrative Agent pursuant to Section 9.06). It is understood and agreed that the use
of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable
Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties.
9.02 Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind banking, trust,
financial, advisory, underwriting or other of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice or consent of
the Lenders with respect thereto.
9.03 Exculpatory
Provisions. The Administrative Agent or any Arranger, as applicable, shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality
of the foregoing, the Administrative Agent or any Arranger, as applicable, and its Related Parties:
(a) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;
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(c) shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not
be liable for the failure to disclose to any Lender or any L/C Issuer, any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any Borrower or any of their respective Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or an Arranger or any of their Related Parties in any capacity,
except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein;
(d) shall
not be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross
negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by the Company, a Lender or an L/C Issuer; and
(e) shall
not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04 Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it
to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled
to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender
or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior
to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may
be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts.
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9.05 Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that
the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06 Resignation
or Removal of Administrative Agent.
(a) The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Company, which notice shall
set forth the proposed date of resignation, which shall be not less than 30 days after the date of such notice, during which time the
Administrative Agent shall continue to act as the Administrative Agent hereunder, unless sooner replaced or removed in accordance with
the provisions hereof. In addition, at any time the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the
Company and such Person, remove such Person as Administrative Agent. Upon receipt of any such notice of resignation or issuance of notice
of removal, the Required Lenders shall have the right to appoint a successor (subject to consultation with the Company, unless an Event
of Default has occurred and is continuing), which shall be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall
be agreed by the Required Lenders), then the retiring or removed Administrative Agent may on behalf of the Lenders and the L/C Issuers,
appoint a successor Administrative Agent meeting the qualifications set forth above (subject to consultation with the Company, unless
an Event of Default has occurred and is continuing); provided that if the Administrative Agent shall notify the Company and the Lenders
that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance
with such notice and (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed
Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity
payments or other amounts owed to the retiring or removed Administrative Agent as of the resignation date or removal date, as applicable),
and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor.
After the retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of
this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while
the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as
long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions
taken in connection with transferring the agency to any successor Administrative Agent.
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(b) Any
resignation by, or removal of, Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation
or removal as an L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers,
privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation
as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans, Canadian
Prime Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns
as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate
Loans, Canadian Prime Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor may succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer and Swing Line Lender, (b) the
retiring or removed L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for or in support
of the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.
9.07 Non-Reliance
on Administrative Agent, the Arrangers and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the
Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any
Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any
Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender
or each L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information
in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each
Arranger that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal
of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the
Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any
of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to
inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties.
Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending
facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this
Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set
forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other
type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each
Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial
loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the
Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities,
is experienced in making, acquiring or holding such commercial loans or providing such other facilities.
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9.08 No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agents or Documentation Agents
listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.
9.09 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.04(h) and (i), 2.10 and 11.04)
allowed in such judicial proceeding; and
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(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same in accordance with
Section 8.03;
and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.10 and 11.04, in each case, in accordance with Section 8.03.
Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C
Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.
9.10 Collateral
Matters. The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all payment Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative
Agent and the applicable L/C Issuers shall have been made), (ii) that is sold or to be sold as part of or in connection with any
sale not prohibited hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized
or ratified in writing by the Required Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm
in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property
pursuant to this Section 9.10.
9.11 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 Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers 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 Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
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(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,
(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 Administrative Agent, in its sole discretion, and
such Lender.
(b) In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any
other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto).
9.12 Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by any Borrower
at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable
Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient
Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable
Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient
Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise
claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation
to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any
payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.
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Article X.
CONTINUING GUARANTY
10.01 Company
Guaranty. The Company hereby absolutely and unconditionally guarantees, as a guaranty of payment and not merely as a guaranty of
collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and
at all times thereafter, of any and all of the payment Obligations, whether for principal, interest, premiums, fees, indemnities, damages,
costs, expenses or otherwise, of PMLP, PCLPULC and the Designated Borrowers to the Lender Parties, and whether arising hereunder or under
any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs,
attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). The Administrative
Agent’s books and records showing the amount of the payment Obligations of PMLP, PCLPULC and the Designated Borrowers shall be
admissible in evidence in any action or proceeding, and shall be binding upon the Company, and conclusive absent manifest error for the
purpose of establishing the amount of the payment Obligations of PMLP, PCLPULC and the Designated Borrowers. This Company Guaranty shall
not be affected by the genuineness, validity, regularity or enforceability of the Obligations of PMLP, PCLPULC or the Designated Borrowers
or any instrument or agreement evidencing any Obligations of PMLP, PCLPULC or the Designated Borrowers, or by the existence, validity,
enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations
of PMLP, PCLPULC or the Designated Borrowers which might otherwise constitute a defense to the obligations of the Company under this
Company Guaranty, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to
any or all of the foregoing.
10.02 Rights
of Lenders. The Company consents and agrees that the Lender Parties may, at any time and from time to time, without notice or demand,
and without affecting the enforceability or continuing effectiveness hereof, in each case, unless otherwise set forth herein, including
in respect of Section 11.01: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment
or the terms of the Obligations of PMLP, PCLPULC or the Designated Borrowers or any part thereof; (b) take, hold, exchange, enforce,
waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Company Guaranty or any Obligations
of PMLP, PCLPULC or the Designated Borrowers; (c) apply such security and direct the order or manner of sale thereof as the Administrative
Agent, the L/C Issuers and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any
endorsers or other guarantors of any of the Obligations of PMLP, PCLPULC or the Designated Borrowers. Without limiting the generality
of the foregoing, the Company consents to the taking of, or failure to take, any action by the Lender Parties which might in any manner
or to any extent vary the risks of the Company under this Company Guaranty or which, but for this provision, might operate as a discharge
of the Company.
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10.03 Collateral
Matters. The Company waives (a) any defense arising by reason of any disability or other defense of PMLP, PCLPULC, any Designated
Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the
liability of PMLP, PCLPULC or such Designated Borrower (other than a defense of payment or performance); (b) any defense based on
any claim that the Company’s obligations exceed or are more burdensome than those of PMLP, PCLPULC or any Designated Borrower;
(c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to proceed against
PMLP, PCLPULC or any Designated Borrower, proceed against or exhaust any security for the Obligations of PMLP, PCLPULC or the Designated
Borrowers, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate
in any security now or hereafter held by any Lender Party; and (f) to the fullest extent permitted by law, any and all other defenses
or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. The
Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment
or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever
with respect to the Obligations of PMLP, PCLPULC or any Designated Borrower, and all notices of acceptance of this Company Guaranty or
of the existence, creation or incurrence of new or additional Obligations of PMLP, PCLPULC or any Designated Borrower.
10.04 Obligations
Independent. The obligations of the Company hereunder are those of primary obligor, and not merely as surety, and are independent
of the Obligations of PMLP, PCLPULC and the Designated Borrowers and the obligations of any other guarantor, and a separate action may
be brought against the Company to enforce this Company Guaranty whether or not PMLP, PCLPULC, any Designated Borrower or any other person
or entity is joined as a party.
10.05 Subrogation.
The Company shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any
payments it makes under this Company Guaranty until all of the Obligations of PMLP, PCLPULC and the Designated Borrowers and any amounts
payable under this Company Guaranty have been indefeasibly paid in full and the Commitments are terminated. If any amounts are paid to
the Company in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties
and shall forthwith be paid to the Lender Parties to reduce the amount of the Obligations of PMLP, PCLPULC and the Designated Borrowers,
whether matured or unmatured.
10.06 Termination;
Reinstatement. This Company Guaranty is a continuing and irrevocable guaranty of all payment Obligations of PMLP, PCLPULC and the
Designated Borrowers now or hereafter existing and shall remain in full force and effect until all payment Obligations of PMLP, PCLPULC
and the Designated Borrowers are indefeasibly paid in full in cash and the Commitments with respect to PMLP, PCLPULC and the Designated
Borrowers are terminated. Notwithstanding the foregoing, this Company Guaranty shall continue in full force and effect or be revived,
as the case may be, if any payment by or on behalf of PMLP, PCLPULC, any Designated Borrower or the Company is made, or any of the Lender
Parties exercises its right of setoff, in respect of the payment Obligations of PMLP, PCLPULC and the Designated Borrowers and such payment
or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by any of the Lender Parties in their discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had
not been made or such setoff had not occurred and whether or not the Lender Parties are in possession of or have released this Company
Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Company under this paragraph
shall survive termination of this Company Guaranty.
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10.07 Subordination.
The Company agrees that, upon the occurrence and during the continuation of an Event of Default, the payment of all Indebtedness of PMLP,
PCLPULC and the Designated Borrowers owing to the Company, whether now existing or hereafter arising, including but not limited to any
obligation of PMLP, PCLPULC or any Designated Borrower to the Company as subrogee of the Lender Parties or resulting from the Company’s
performance under this Company Guaranty, shall be subordinated to the indefeasible payment in full in cash of all payment Obligations
of PMLP, PCLPULC and the Designated Borrowers. Upon the occurrence and during the continuation of an Event of Default, any such obligation
or indebtedness of PMLP, PCLPULC or any Designated Borrower to the Company shall be enforced and performance received by the Company
as trustee for the Lenders and, upon the written request of the Required Lenders, the proceeds thereof shall be paid over to the Administrative
Agent, for the benefit of the Lenders, on account of the payment Obligations of PMLP, PCLPULC and the Designated Borrowers, to be applied
in accordance with Section 8.03, but without reducing or affecting in any manner the liability of the Company under this Company
Guaranty.
10.08 Stay
of Acceleration. If acceleration of the time for payment of any of the Obligations of PMLP, PCLPULC or the Designated Borrowers is
stayed, in connection with any case commenced by or against any Borrower under any Debtor Relief Laws, or otherwise, all such amounts
shall nonetheless be payable by the Company upon demand by the Lender Parties.
10.09 Condition
of PMLP, PCLPULC and the Designated Borrowers. The Company acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from PMLP, PCLPULC and each Designated Borrower such information concerning the financial condition, business
and operations of PMLP, PCLPULC and the Designated Borrowers and any such other guarantor as the Company requires, and that none of the
Lender Parties has any duty, and the Company is not relying on the Lender Parties at any time, to disclose to the Company any information
relating to the business, operations or financial condition of PMLP, PCLPULC or any Designated Borrower (the Company waiving any duty
on the part of the Lender Parties to disclose such information and any defense relating to the failure to provide the same).
Article XI.
MISCELLANEOUS
11.01 Amendments,
Etc. Subject to Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent
to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders
and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no
such amendment, waiver or consent shall:
(a) waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;
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(b) extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;
(c) postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;
(d) reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest
at the Default Rate, except with respect to interest on past-due principal of any Loan, which shall require the written consent of each
Lender, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment
would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) modify
Section 2.13 or Section 8.03 or any other provision hereof in a manner that would have the effect of altering
the ratable reduction of Commitments, order of priority or the pro rata sharing of payments otherwise required hereunder without the
written consent of each Lender directly affected thereby;
(f) change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number
or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; or
(g) release
the Company from the Company Guaranty without the written consent of each Lender.
and, provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above,
affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or
to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition
to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of
the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased
or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced (other
than as set forth in the proviso to clause (d) above) and the principal amount of any of its Loans may not be forgiven,
in each case, without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected
Lenders shall require the consent of such Defaulting Lender.
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Notwithstanding any provision herein to the contrary,
if the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect
in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative
Agent and the Loan Parties shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake,
typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party
to this Agreement.
Notwithstanding anything to the contrary herein,
this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Loan Parties and the Administrative
Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended
and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder
and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
11.02 Notices;
Effectiveness; Electronic Communication.
(a) Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (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 facsimile or electronic mail as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number,
as follows:
(i) if
to any Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail
address or telephone number specified for such Person on Schedule 11.02; and
(ii) if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in
effect for the delivery of notices that may contain material non-public information relating to the Company and its Affiliates), if such
questionnaire has been received by the Person sending such notice or communication, or if such questionnaire has not been received by
such sending Person, to such address as may be reasonably believed to be correct by such sending Person.
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Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and
other communications sent by facsimile 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
and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective
as provided in such subsection (b). The Company, PMLP, PCLPULC and each Designated Borrower hereby agree that any notice, demand, consent,
acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement
shall constitute delivery to, and shall be deemed to have been delivered to, PMLP, PCLPULC and each Designated Borrower.
(b) Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic
communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II
if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent and the Company that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, any L/C Issuer or the Company
may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative
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), 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; provided that, for both clauses
(i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice,
email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c) The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender,
any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform,
any other electronic platform or electronic messaging service, or through the internet, except to the extent that such losses, claims,
damages, liabilities or expenses have resulted from such Agent Party’s gross negligence, willful misconduct or material breach
of any of its obligations under any Loan Document; provided, however, that in no event shall any party hereto, Related
Party of any party hereto or Agent Party have any liability to each other party hereto, its Related Parties, any Agent Party or any other
Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
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(d) Change
of Address, Etc. Each of the Borrowers, the Administrative Agent, any L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender
may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company, the Administrative
Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time
to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number
and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.
Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable
such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including
United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to the Company or its
Subsidiaries or their respective securities for purposes of United States Federal or state securities laws.
(e) Reliance
by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to
rely and act upon any notices (including telephonic or electronic notices, Committed Loan Notices, Letter of Credit Applications and
Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify the Administrative Agent, each L/C
Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance
by such Person on each notice purportedly given by or on behalf of any Borrower, to the extent provided in Section 11.04(b).
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by any person a party hereto,
and each of the parties hereto hereby consents to such recording.
11.03 No
Waiver; Cumulative Remedies; Enforcement; Nature of Obligations. No failure by any Lender, any L/C Issuer or the Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under
any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.
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Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the
other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in
connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to
the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the
Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in
addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.
All Obligations which are
incurred by two or more Loan Parties shall be their joint and several obligations and liabilities of such Loan Parties; provided,
the Lender Parties acknowledge and agree that as of the Closing Date (i) Borrowings and requests for Credit Extensions made or to
be made hereunder by any requesting Borrower, including any Designated Borrower joining this Agreement after the Closing Date pursuant
to Section 2.15, are to be made by such requesting Borrower severally and not jointly and severally by the Borrowers, and
(ii) Loans and L/C Obligations of any Borrower, including any Designated Borrower joining this Agreement after the Closing Date
pursuant to Section 2.15, are to be such Borrower’s several Obligations, and not joint and several Obligations among
all Borrowers.
11.04 Expenses;
Indemnity; Damage Waiver.
(a) Costs
and Expenses. The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent) (and if necessary one local
counsel in each applicable jurisdiction) but excluding the allocated cost of internal counsel) in connection with the syndication of
the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuers in
connection with the issuance, amendment, reinstatement or renewal or extension of any Letter of Credit or any demand for payment thereunder
and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer but excluding the allocated cost of internal
counsel), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit.
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(b) Indemnification
by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer,
and each Related Party of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges
and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any Person (including the Company or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without
limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic
Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions
contemplated hereby or thereby (including the enforcement or defense thereof), or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any
matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability
related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR
NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence, or willful misconduct of such Indemnitee or any of its officers, directors, employees, controlled Affiliates or controlling
Persons, or a material breach of any Loan Document by such Indemnitee, or, (y) result from a claim brought by the Company or any
other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan
Document, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of the Company or any other Loan
Party and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in
their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
In addition, so long as no Default has occurred and is continuing and the Company is financially solvent, such indemnity shall not, as
to any Indemnitee, be available with respect to any settlements effected without the Company’s prior written consent, such consent
not to be unreasonably withheld, conditioned or delayed; provided, the Company may not reasonably withhold consent to any settlement
that an Indemnitee proposes, if the Company does not have the financial ability to pay all its obligations outstanding and asserted against
the Company at that time, including the maximum potential claims against the Indemnitee to be indemnified pursuant to this Section 11.04;
provided further, with respect to any such settlement consented to by the Company (which shall not include any statement as to any admission
of fault, culpability or a failure to act by or on behalf of any Indemnitee), the Company shall indemnify such Indemnitee from and against
any and all losses, claims, damages, liabilities and related expenses by reason of such settlement in accordance with the other provisions
of this Section 11.04.
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(c) Reimbursement
by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any
Related Party of any of the foregoing, without affecting the Company’s payment obligations with respect thereto, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer, the Swing Line Lender or such Related Party, as the
case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought based on each Lender’s share of the Total Outstandings at such time) of such unpaid amount (including any such unpaid
amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line
Lender in connection with such capacity. The obligations of the Lenders under this subsection (d) are subject to the provisions
of Section 2.12(d).
(d) Waiver
of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no party hereto or Related Party thereof shall
assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party hereto or any Related
Party thereof (including any Indemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof; provided, the foregoing shall not limit Borrowers’ indemnity and reimbursement obligations set forth in Section 11.04(b) to
the extent any such special, indirect, consequential or punitive damages are included in any third party claim against any Indemnitee.
No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby, other than as a result of such Indemnitee’s gross negligence, willful misconduct or material breach of its obligations
under any Loan Document as found in a final and nonappealable judgment by a court of competent jurisdiction.
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(e) Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f) Survival.
The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation
of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender or L/C Issuer, the termination of
the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05 Payments
Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or
any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to
the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations
of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations
and the termination of this Agreement.
11.06 Successors
and Assigns.
(a) Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except no Borrower may assign or otherwise transfer any of its rights or obligations
hereunder (other than assignments by PMLP, PCLPULC or a Designated Borrower to, and corresponding assumptions by, a Borrower) without
the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
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(b) Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment
shall be subject to the following conditions:
(i) Minimum
Amounts.
(A) in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met.
(ii) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line
Loans;
(iii) Required
Consents. No consent shall be required for any such assignment except to the extent required by subsection (b)(i)(B) of
this Section and, in addition:
(A) the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred and is continuing
at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided
that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within ten (10) Business Days after having received notice thereof;
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(B) the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is
to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the
consent of each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment so long as
any L/C Commitment or L/C Obligations remain outstanding; and
(D) the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
(iv) Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent
may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is
not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) No
Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any of the Company’s Affiliates
or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons), or (D) to any Person that does
not have all licenses, permits and approvals necessary for use of Term CORRA.
(vi) No
Assignment Resulting in Additional Indemnified Taxes. No such assignment shall be made to any Person that, through its Lending Offices,
is not capable of lending Canadian Dollars to the relevant Borrowers without the imposition of any additional Indemnified Taxes.
(vii) Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations
in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.
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Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and
11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to
the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at
its expense) shall execute and deliver a Note to the assignee Lender, and in connection therewith the assignor Lender shall (i) if
its entire Commitment was assigned, return its Note (if any) to the Company for cancellation (or submit to the Company an affidavit regarding
the loss thereof) or (ii) if only a portion of its Commitment was assigned, provide evidence that such assignor’s Note (if
any), has been marked to reflect such reduction. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection 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 subsection (d) of this Section.
(c) Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for Tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) 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 Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers,
the Administrative Agent and the Lenders shall 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. The Register shall be available for inspection by any Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of one or more natural Persons, a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line
Loans owing to it)); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers,
the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 11.04(c) without regard to the existence of any participation.
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Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described
in the first proviso to Section 11.01 that affects such Participant. The Company agrees that each Participant shall be entitled
to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein and in Section 11.06)
and the obligations imposed by such Sections to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to clause (b) of this Section 11.06 (it being understood that the documentation required under Section 3.01(e) shall
be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions
of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section 11.06 and (B) shall
not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than
the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each
Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the
Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion
of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest
in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that
such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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(e) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.
(f) Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any
L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to clause (b) above, such L/C Issuer or the
Swing Line Lender, as applicable, may, (i) upon 30 days’ notice to the Administrative Agent, the Company and the Lenders,
resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any
such resignation as an L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C
Issuer (subject to such successor’s acceptance) or Swing Line Lender (subject to such successor’s acceptance) hereunder;
provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the applicable
L/C Issuer or Swing Line Lender, as the case may be. If the applicable L/C Issuer resigns as an L/C Issuer, it shall retain all the rights,
powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the
effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders
to make Base Rate Committed Loans or Canadian Prime Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant
to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender
provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Committed Loans or Canadian Prime Rate Committed Loans or fund risk participations
in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing
Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to
the applicable retiring L/C Issuer to effectively assume the obligations of the applicable retiring L/C Issuer with respect to such Letters
of Credit.
(g) Lost
Notes. Upon receipt of an affidavit reasonably satisfactory to the Company of an officer of any Lender as to the loss, theft, destruction
or mutilation of its Note which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation
of such Note, the applicable Borrower will execute and deliver, in lieu thereof, a replacement Note in the principal amount of such Lender’s
then Commitment or if no Commitment is in effect, the outstanding principal amount owed to such Lender and otherwise of like tenor.
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11.07 Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors
and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory
authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under
this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (ii) any actual or prospective
party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any of
the Borrowers and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency
in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any
Platform or other electronic delivery service used by the Administrative Agent, any L/C Issuer or the Swing Line Lender to deliver Borrower
Materials or notices to the Lenders or (iii) the CUSIP Service Bureau or any similar agency in connection with the application,
issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,
(h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section 11.07, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or
any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (z) is independently discovered
or developed by a party hereto without utilizing any Information received from the Company or violating the terms of this Section 11.07;
or to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit
risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement. For the avoidance of doubt,
nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of Laws to a Governmental
Authority. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and public information
about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents
and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
For purposes of this Section,
“Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary
or any Affiliate of any of them, or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided that, in
the case of information received from the Company or any Subsidiary after the date hereof. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.
Each of the Administrative
Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning
the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with Applicable Law, including United States
Federal and state securities Laws.
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11.08 Right
of Setoff. At any time and from time to time during the continuance of any Event of Default, each Lender and each L/C Issuer and
each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable
Law, to set off and apply against the Obligations, any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or
any such Affiliate to or for the credit or the account of the Company or any other Loan Party against any and all of the obligations
of the Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C
Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand
under this Agreement or any other Loan Document and although such obligations of the Company or such Loan Party may be contingent or
unmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate
holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or
their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Company and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and
application.
11.09 Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”).
If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. In no event shall the aggregate
“interest” (as defined in section 347 of the Criminal Code (Canada)) payable by PMLP, PCLPULC or any Designated Borrower
under the Loan Documents exceed the maximum effective annual rate of interest on the “credit advanced” (as defined in that
section) permitted under that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest”
(as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall
be deemed to have been made by mutual mistake of Borrowers, Administrative Agent and Lenders and the amount of such excess payment or
collection shall be refunded to PMLP, PCLPULC or the relevant Designated Borrower. For purposes of any Notes made by PMLP, PCLPULC or
any Designated Borrower, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices
and principles over the term applicable thereto on the basis of annual compounding of the lawfully permitted rate of interest and, in
the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be prima
facie evidence, for the purposes of such determination.
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11.10
Counterparts; Integration; Effectiveness. This Agreement, the other Loan Documents, and any
separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11.11 Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation
made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may
have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long
as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
11.12 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited.
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11.13 Replacement
of Lenders. If the Company is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a
Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Company the right to replace
a Lender as a party hereto, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01
and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) unless
paid by the assignee or waived by the Administrative Agent in its sole discretion, the Company shall have paid (or caused PMLP, PCLPULC
or a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 11.06(b);
(b) such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05
and subject to Section 2.18) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the applicable Borrower (in the case of all other amounts);
(c) in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and
(d) such
assignment does not conflict with Applicable Laws; and
(e) in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent.
Each party hereto agrees
that (a) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption
executed by the Company, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not
be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof;
provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver
such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such
documents shall be without recourse to or warranty by the parties thereto.
Notwithstanding anything
in this Section 11.13 to the contrary, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any
time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a
backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing
of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer)
have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not
be replaced hereunder except in accordance with the terms of Section 9.06.
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11.14 Governing
Law; Jurisdiction; Etc.
(a) GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR
TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN
DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY agrees that with respect to any action, litigation or proceeding
of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent,
any Lender, any L/C Issuer, any Loan Party or any Related Party of the foregoing in any way relating to this Agreement or any other Loan
Document or the transactions related hereto or thereto, SUCH PARTY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING
IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER, ANY
L/C ISSUER OR ANY LOAN PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.
(d) SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
131
11.15 Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
11.16 No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection
with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the
Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents and the Lenders are arm’s-length commercial
transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Syndication
Agents, the Documentation Agents and the Lenders, on the other hand, (ii) such Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (iii) such Borrower is capable of evaluating, and understands
and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the
Administrative Agent, the Syndication Agents, the Documentation Agents, the Arrangers and the Lenders each is and has been acting solely
as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for such Borrower or any of their respective Affiliates, or any other Person and (ii) none of the Administrative
Agent, any Arranger, any Syndication Agent, any Documentation Agent nor any Lender has any obligation to such Borrower or any of their
respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (c) the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents, the
Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those
of the Company and its Affiliates, and none of the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent
nor any Lender has any obligation to disclose any of such interests to such Borrower or its Affiliates. To the fullest extent permitted
by law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Syndication Agents,
the Documentation Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with
any aspect of any transaction contemplated hereby.
132
11.17 No
Recourse to Other Persons.No past, present or future director, officer, partner, employee, incorporator, manager, stockholder, unitholder
or member of the Company, General Partner, Plains AAP, or GP LLC, and no past, present or future director, officer, partner, employee,
incorporator, manager, stockholder, unitholder or member of any Subsidiary of the Company that is from time to time a Borrower shall
have any liability for any Obligations or for any claim based on, in respect of, or by reason of, the Obligations or their creation as
such. Each party hereto, for itself and each of its Related Parties, waives and releases all such liability. The waiver and release are
part of the consideration for the incurrence of Indebtedness by the Borrowers hereunder and, as applicable, the making of the Notes.
11.18 Electronic
Execution; Electronic Records. This Agreement, any Loan Document and any other Communication, including Communications required to
be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and
each Lender Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person
to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute
the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same
extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary
or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the
avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper
Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication
converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may,
at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”),
which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, none of
the Administrative Agent, any L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form
or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting
the foregoing, (a) to the extent the Administrative Agent, such L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic
Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any such Electronic Signature purportedly
given by or on behalf of any Loan Party and/or any Lender Party without further verification and regardless of the appearance or form
of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Lender Party, any Communication executed
using an Electronic Signature shall be promptly followed by a manually executed counterpart.
None of the Administrative
Agent, any L/C Issuer nor the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency,
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including,
for the avoidance of doubt, in connection with the Administrative Agent’s, any L/C Issuer’s or Swing Line Lender’s
reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent,
each L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement
or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone and believed by it to
be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the
Loan Documents for being the maker thereof).
133
Each of the Loan Parties
and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of
this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document,
and (ii) any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely
from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities
arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery
or transmission of any Electronic Signature.
Each of the parties represents
and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement and any other Communication
through electronic means and there are no restrictions on doing so in that party’s constitutive documents.
11.19 USA
PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies
the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrowers in accordance with the Act. Each Borrower shall, promptly following
a request by the Administrative Agent or any Lender, provide all information that the Administrative Agent or such Lender requests to
comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act and Beneficial Ownership Regulations.
11.20 Time
of the Essence. Time is of the essence of the Loan Documents.
11.21 Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final
judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than
that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may
be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency,
such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender,
as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return
the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under Applicable Law).
134
11.22 ENTIRE
AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
11.23 Reallocation
of Outstanding Loans under Existing Credit Agreement. In connection with the refinancing of the outstanding obligations and indebtedness
under the Existing Credit Agreement pursuant hereto, the Company, Administrative Agent and Lenders shall as of the Closing Date make
adjustments to the outstanding principal amount of “Loans” under the Existing Credit Agreement (as such term is defined therein)
(but not any interest accrued thereon prior to the Closing Date), including the borrowing of additional Loans hereunder and the repayment
of Loans thereunder plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Loans hereunder by each
Lender in the amount of its Applicable Percentage of all Loans as of the Closing Date, but in no event shall such adjustment of any “Term
SOFR Loans” or “Canadian Term Rate Loans” (as such terms are defined therein) (i) constitute a payment or prepayment
of all or a portion of any such Term SOFR Loans or Canadian Term Rate Loans or (ii) entitle any Lender to any reimbursement under
Section 3.05 hereof, and each Lender shall be deemed to have made an assignment of its outstanding Loans under the Existing Credit
Agreement, and assumed outstanding Loans of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing.
11.24 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an Affected Financial
Institution is a party to this Agreement and 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 Lender or L/C Issuer that
is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by:
(a) the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and
(b) the
effects of any Bail-In Action on any such liability, including, if applicable:
(i) a
reduction in full or in part or cancellation of any such liability;
(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or
(iii) the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.
135
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
PLAINS
ALL AMERICAN PIPELINE, L.P.
as
a Borrower
By:
PAA GP LLC, its general partner
By:
PLAINS AAP, L.P., its sole member
By:
PLAINS
ALL AMERICAN GP LLC, its general partner
By:
/s/ Sharon S. Spurlin
Sharon S. Spurlin
Senior Vice President and Treasurer
PLAINS
MARKETING, L.P.
as
a Borrower
By:
Plains GP LLC, its general partner
By:
/s/ Sharon S. Spurlin
Sharon S. Spurlin
Senior Vice President and Treasurer
PLAINS
CANADA LIQUID PIPELINES ULC,
as
a Borrower
By:
/s/ Sharon S. Spurlin
Sharon S. Spurlin
Senior Vice President and Treasurer
Plains All American Credit Facility S-1
bank
of america, n.a.,
as Administrative Agent
By:
/s/ Melanie Brichant
Name:
Melanie Brichant
Title:
AVP
Plains All American Credit Facility S-2
bank
of america, n.a.,
as a Lender, an L/C Issuer and Swing
Line Lender
By:
/s/ Megan Baqui
Name:
Megan Baqui
Title:
Director
bank
of america, n.a., CANADA BRANCH,
as a Lender and Swing Line Lender
By:
/s/ Sylwia Durkiewicz
Name:
Sylwia Durkiewicz
Title:
Vice President
Plains All American Credit Facility S-3
PNC
BANK, NATIONAL ASSOCIATION,
as a Lender and an L/C Issuer
By:
/s/ Kyle Helfrich
Name:
Kyle Helfrich
Title:
Senior Vice President
PNC
BANK CANADA BRANCH,
as a Lender
By:
/s/ Cameron Ruff
Name:
Cameron Ruff
Title:
Senior Vice President
Plains All American Credit Facility S-4
wells
fargo bank, national association,
as a Lender and an L/C Issuer
By:
/s/ Emily Board
Name:
Emily Board
Title:
Vice President
Plains All American Credit Facility S-5
BANK OF MONTREAL, as a Lender
By:
/s/ Patrick Johnston
Name:
Patrick Johnston
Title:
Managing Director, on behalf of its Chicago Branch
Plains All American Credit Facility S-6
THE
BANK OF NOVA SCOTIA,
HOUSTON BRANCH, as a Lender
By:
/s/ Priyanka MacRae
Name:
Priyanka MacRae
Title:
Director
Plains All American Credit Facility S-7
BARCLAYS BANK PLC, as a Lender
By:
/s/ Sydney G. Dennis
Name:
Sydney G. Dennis
Title:
Director
Plains All American Credit Facility S-8
CANADIAN
IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By:
/s/ Donovan C. Broussard
Name:
Donovan C. Broussard
Title:
Authorized Signatory
By:
/s/ Scott W. Danvers
Name:
Scott W. Danvers
Title:
Authorized Signatory
Plains All American Credit Facility S-9
CITIBANK, N.A., as a Lender
By:
/s/ Maureen Maroney
Name:
Maureen Maroney
Title:
Vice President
Plains All American Credit Facility S-10
COBANK
ACB, as a Lender
By:
/s/
Jared Greene
Name:
Jared
Greene
Title:
Assistant
Corporate Secretary
Plains All American Credit Facility S-11
FIFTH
THIRD BANK, NATIONAL ASSOCIATION,
as a Lender
By:
/s/ Dan Condley
Name:
Dan Condley
Title:
Managing Director
Plains All American Credit Facility S-12
JPMORGAN CHASE BANK, N.A.,
as a Lender
By:
/s/ Anca Loghin
Name:
Anca Loghin
Title:
Executive Director
Plains All American Credit Facility S-13
MIZUHO BANK, LTD., as
a Lender
By:
/s/ Edward Sacks
Name:
Edward Sacks
Title:
Managing Director
Plains All American Credit Facility S-14
MORGAN STANLEY BANK, N.A.,
as a Lender
By:
/s/ Michael King
Name:
Michael King
Title:
Authorized Signatory
Plains All American Credit Facility S-15
MUFG BANK, LTD., as a
Lender
By:
/s/ Vidhya Rajasekar
Name:
Vidhya Rajasekar
Title:
Authorized Signatory
Plains All American Credit Facility S-16
REGIONS BANK, as a Lender
By:
/s/ David Valentine
Name:
David Valentine
Title:
Managing Director
Plains All American Credit Facility S-17
ROYAL BANK OF CANADA, as a
Lender
By:
/s/ Cameron Johnson
Name:
Cameron Johnson
Title:
Authorized Signatory
Plains All American Credit Facility S-18
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By:
/s/ Nabeel Shah
Name:
Nabeel Shah
Title:
Executive Director
Plains All American Credit Facility S-19
The
TORONTO-DOMINION BANK,
NEW YORK BRANCH, as a Lender
By:
/s/ Jonathan Schwartz
Name:
Jonathan Schwartz
Title:
Authorized Signatory
Plains All American Credit Facility S-20
TRUIST BANK, as a Lender
By:
/s/ Lincoln LaCour
Name:
Lincoln LaCour
Title:
Director
Plains All American Credit Facility S-21
U.s.
BANK NATIONAL ASSOCIATION,
as a Lender
By:
/s/ Beth Johnson
Name:
Beth Johnson
Title:
Senior Vice President
Plains All American Credit Facility S-22
AGRICULTURAL
BANK OF CHINA,
NEW YORK BRANCH, as a Lender
By:
/s/ Nelson Chou
Name:
Nelson Chou
Title:
SVP and Head of Corporate Banking Dept.
Plains All American Credit Facility S-23
ZIONS
BANCORPORATION, N.A.
DBA AMEGY BANK, as a Lender
By:
/s/ G. Scott Collins
Name:
G. Scott Collins
Title:
Executive Vice President
Plains All American Credit Facility S-24
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
+ References
No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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