The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date and (without limiting Borrower’s obligations to either # provide to Agent cash collateral in respect of the outstanding Letters of Credit or # make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full without notice or demand (including either # providing cash collateral to be held by Agent in an amount equal to 103% of the Letter of Credit Usage, # making other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender or # causing the original Letters of Credit to be returned to Agent), on the Maturity Date.

Repayment Obligations. Upon exercise, payment or delivery of an Award, the Participant shall certify in a manner acceptable to the Company that he or she has complied with the terms and conditions of the Plan. In the event a Participant fails to comply with any provision in this Article 6 at any time before or after exercise, payment or delivery of an Award, the Participant shall repay to the Company the net proceeds of any exercises, payments or deliveries of Awards which occur at any time after the earlier of the following two dates: # the date three (3) years immediately preceding any such violation; or # the date six (6) months prior to the Participant’s Termination of Employment. The Participant shall repay to the Company the net proceeds in such manner and on such terms and conditions as may be required by the Company, and the Company shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Participant by the Company, to the extent that such set-off is not inconsistent with Code Section 409A. For purposes of this paragraph, “net proceeds” shall mean # for each Option or SAR exercise, the difference between the Option Price and the greater of # the price of Shares on the date of exercise or # the amount realized upon the disposition of the underlying Shares, less any applicable taxes withheld by the Company; # for RSUs or Performance Stock Units, the greater of # the number of net Shares delivered to the Participant multiplied by the closing price of Shares on the date of delivery or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; # for Restricted Stock, the greater of # the number of net Shares retained by, or delivered to, the Participant after any restrictions lapse multiplied by the closing price of Shares on the date the restrictions lapse or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; and # for all other Awards, the value of Shares or cash delivered to the Participant less any applicable taxes withheld by the Company.

Compliance with Applicable Law and/or Company Clawback Policy. Any benefits the Grantee may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with # any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, # similar rules under the laws of any other jurisdiction and # any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to the Grantee.

Repayment; Nonrecourse. The indebtedness under this Loan Agreement shall be nonrecourse except to the extent of any assets and income of Borrower.

Repayment/Clawback. It is the Company’s intent, through the Restricted Unit grant contemplated herein, to incentivize Participant to voluntarily remain in its employ at least through September 1, 2021. Nevertheless, Participant has expressly requested that the Restricted Units granted herein vest ratably as set forth in Paragraph 3, above. Therefore, Participant expressly agrees that should his employment with the Company terminate prior to September 1, 2021 for any reason other than death or disability, he shall repay to the Company fifty percent (50%) of all the moneys paid to him pursuant to this Award Agreement through the date of termination. The amount to be repaid, if any, shall be considered a debt owed by Participant to the Company, and not repayment of wages. Furthermore, in the event Participant becomes obligated to make a payment to the Company in accordance with this Paragraph 6, Participant agrees to remit such payment within 30 days of termination and, to the extent permitted by law, authorizes the Company to withhold from his last payment of wages (or any other amounts that the Company may owe Participant) any portion of the obligations owed by Participant pursuant to this Paragraph 6.

Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

Repayment; Prepayment. The aggregate unpaid Principal Amount, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the earlier of June 30, 2017 or the date of the future capital contribution referenced in Section 5.3 below (the "Maturity Date"). The Company may prepay this Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed.

Initial Borrowing Base. For the period from and including the Closing Date to but excluding the first date on which a redetermined or adjusted Borrowing Base becomes effective pursuant to [Section 2.4(d)], the amount of the Borrowing Base shall be $25,000,000. The Borrowing Base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time pursuant to this Agreement.

Collateral Borrowing Base. Borrowers will not request, nor will it accept, the proceeds of any Revolver Loan or advance under the Revolver Note at any time when the amount thereof, together with the sum of the outstanding and unpaid principal amount of the Revolver Note plus the Letter of Credit Exposure exceeds the Collateral Borrowing Base. As used in this Agreement, the term "Collateral Borrowing Base" shall mean the Collateral Borrowing Base as determined in accordance with the provisions of Article IV of this Agreement.

Revolving Credit Borrowing. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to any of the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, the Dollar Equivalent of which does not exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, # the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and # the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this [Section 2.01], prepay under [Section 2.05], and reborrow under this [Section 2.01]. Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans as further provided herein.